Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41346 | |
Entity Registrant Name | NUTEX HEALTH INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-3363609 | |
Entity Address, Address Line One | 6030 S. Rice Ave | |
Entity Address, Address Line Two | Suite C | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77081 | |
City Area Code | 713 | |
Local Phone Number | 660-0557 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | NUTX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 670,781,595 | |
Entity Central Index Key | 0001479681 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 26,826,733 | $ 34,255,264 |
Accounts receivable | 53,209,834 | 57,777,386 |
Accounts receivable - related parties | 1,487,591 | 538,183 |
Inventories | 2,682,716 | 3,533,285 |
Prepaid expenses and other current assets | 5,645,296 | 1,869,806 |
Total current assets | 89,852,170 | 97,973,924 |
Property and equipment, net | 85,496,612 | 82,094,352 |
Operating right-of-use assets | 16,712,230 | 20,466,632 |
Finance right-of-use assets | 247,593,480 | 192,591,624 |
Intangible assets, net | 21,624,132 | 21,191,390 |
Goodwill, net | 17,935,036 | 17,010,637 |
Other assets | 419,882 | 423,426 |
Total assets | 479,633,542 | 431,751,985 |
Current liabilities: | ||
Accounts payable | 17,599,047 | 23,614,387 |
Accounts payable - related parties | 6,144,188 | 3,915,661 |
Lines of credit | 3,371,676 | 2,623,479 |
Current portion of long-term debt | 19,644,656 | 12,546,097 |
Operating lease liabilities, current portion | 1,562,385 | 1,703,014 |
Finance lease liabilities, current portion | 4,171,489 | 4,219,518 |
Accrued expenses and other current liabilities | 14,773,273 | 6,240,813 |
Total current liabilities | 67,266,714 | 54,862,969 |
Long-term debt, net | 19,303,829 | 23,051,152 |
Operating lease liabilities, net | 15,874,261 | 19,438,497 |
Finance lease liabilities, net | 263,791,711 | 203,619,756 |
Deferred tax liabilities | 8,492,294 | 10,452,211 |
Total liabilities | 374,728,809 | 311,424,585 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value; 950,000,000 shares authorized; 670,711,741 and 650,223,840 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 670,712 | 650,224 |
Additional paid-in capital | 466,711,720 | 458,498,402 |
Accumulated deficit | (377,454,642) | (363,285,925) |
Nutex Health Inc. equity | 89,927,790 | 95,862,701 |
Noncontrolling interests | 14,976,943 | 24,464,699 |
Total equity | 104,904,733 | 120,327,400 |
Total liabilities and equity | $ 479,633,542 | $ 431,751,985 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock authorized | 950,000,000 | 950,000,000 |
Common stock issued | 670,711,741 | 650,223,840 |
Common stock outstanding | 670,711,741 | 650,223,840 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 62,722,972 | $ 28,395,058 | $ 177,976,843 | $ 165,570,233 |
Operating costs and expenses: | ||||
Payroll and benefits | 28,873,144 | 29,048,207 | 79,570,519 | 79,014,608 |
Contract services | 9,035,650 | 8,557,373 | 27,972,854 | 26,536,452 |
Medical supplies | 3,460,130 | 2,486,083 | 10,748,214 | 9,327,114 |
Depreciation and amortization | 4,745,941 | 4,330,167 | 12,908,848 | 9,859,513 |
Other | 9,541,894 | 7,686,132 | 25,215,549 | 22,092,033 |
Total operating costs and expenses | 55,656,759 | 52,107,962 | 156,415,984 | 146,829,720 |
Gross profit (loss) | 7,066,213 | (23,712,904) | 21,560,859 | 18,740,513 |
Corporate and other costs: | ||||
Facilities closing costs | 217,266 | |||
Acquisition costs | 43,464 | 43,464 | 3,885,666 | |
Stock-based compensation expense | 49,167 | 81,249 | 2,198,812 | 135,415 |
Impairment of goodwill | 398,135,038 | 398,135,038 | ||
General and administrative expenses | 7,794,808 | 6,751,548 | 24,730,168 | 17,404,637 |
Total corporate and other costs | 7,887,439 | 404,967,835 | 27,189,710 | 419,560,756 |
Operating loss | (821,226) | (428,680,739) | (5,628,851) | (400,820,243) |
Interest expense, net | 4,098,179 | 3,402,606 | 12,081,316 | 9,628,189 |
Other expense (income) | (53,206) | (630,450) | 70,721 | 346,873 |
Loss before taxes | (4,866,199) | (431,452,895) | (17,780,888) | (410,795,305) |
Income tax expense (benefit) | (342,259) | (8,543,880) | (2,068,530) | 11,285,729 |
Net loss | (4,523,940) | (422,909,015) | (15,712,358) | (422,081,034) |
Less: net income (loss) attributable to noncontrolling interests | 1,018,451 | (10,722,749) | (1,543,641) | (12,052,765) |
Net loss attributable to Nutex Health Inc. | $ (5,542,391) | $ (412,186,266) | $ (14,168,717) | $ (410,028,269) |
Earnings (loss) per common share | ||||
Basic earnings per share (in dollar per share) | $ (0.01) | $ (0.62) | $ (0.02) | $ (0.65) |
Diluted earning per share (in dollar per share) | $ (0.01) | $ (0.62) | $ (0.02) | $ (0.65) |
Hospital division | ||||
Revenue: | ||||
Total revenue | $ 54,585,263 | $ 21,244,305 | $ 155,485,230 | $ 151,976,226 |
Population health management division | ||||
Revenue: | ||||
Total revenue | $ 8,137,709 | $ 7,150,753 | $ 22,491,613 | $ 13,594,007 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Noncontrolling Interests | Total |
Beginning balance, value at Dec. 31, 2021 | $ 592,792 | $ 11,742,891 | $ 102,315,623 | $ 76,929,704 | $ 191,581,010 |
Beginning balance, shares at Dec. 31, 2021 | 592,791,712 | ||||
Contributions | 3,869,201 | 3,869,201 | |||
Distributions | (27,114,936) | (5,738,045) | (32,852,981) | ||
Net loss | 21,442,843 | 3,383,288 | 24,826,131 | ||
Ending balance, value at Mar. 31, 2022 | $ 592,792 | 11,742,891 | 96,643,530 | 78,444,148 | 187,423,361 |
End balance, shares at Mar. 31, 2022 | 592,791,712 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 592,792 | 11,742,891 | 102,315,623 | 76,929,704 | 191,581,010 |
Beginning balance, shares at Dec. 31, 2021 | 592,791,712 | ||||
Net loss | (422,081,034) | ||||
Ending balance, value at Sep. 30, 2022 | $ 649,770 | 458,471,081 | (348,635,730) | 22,042,881 | 132,528,002 |
End balance, shares at Sep. 30, 2022 | 649,770,069 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 592,792 | 11,742,891 | 96,643,530 | 78,444,148 | 187,423,361 |
Beginning balance, shares at Mar. 31, 2022 | 592,791,712 | ||||
Deconsolidation of Real Estate Entity | (6,466,946) | (32,336,946) | (38,803,892) | ||
Common stock issued for exercise of warrants | $ 2,147 | 4,116,994 | 4,119,141 | ||
Common stock issued for exercise of warrants (in shares) | 2,147,252 | ||||
Contributions | 861,916 | 861,916 | |||
Distributions | (7,341,202) | (7,637,993) | (14,979,195) | ||
Common stock issued for acquisition | $ 50,961 | 436,449,305 | 194,747 | 436,695,013 | |
Common stock issued for acquisition (in shares) | 50,961,109 | ||||
Notes payable converted to common stock | $ 2,623 | 4,062,749 | 4,065,372 | ||
Notes payable converted to common stock (in shares) | 2,622,819 | ||||
Common stock issued for exercise of options | $ 312 | 644,662 | 644,974 | ||
Common stock issued for exercise of options (in shares) | 312,019 | ||||
Stock-based compensation | $ 83 | 54,083 | 54,166 | ||
Stock-based compensation (in shares) | 83,547 | ||||
Net loss | (19,284,846) | (4,713,304) | (23,998,150) | ||
Ending balance, value at Jun. 30, 2022 | $ 648,918 | 457,070,684 | 63,550,536 | 34,812,568 | 556,082,706 |
End balance, shares at Jun. 30, 2022 | 648,918,458 | ||||
Stock-based compensation | 81,249 | 81,249 | |||
Contributions | 94,260 | 94,260 | |||
Distributions | (2,141,198) | (2,141,198) | |||
Notes payable converted to common stock | $ 852 | 1,319,148 | 1,320,000 | ||
Notes payable converted to common stock (in shares) | 851,611 | ||||
Net loss | (412,186,266) | (10,722,749) | (422,909,015) | ||
Ending balance, value at Sep. 30, 2022 | $ 649,770 | 458,471,081 | (348,635,730) | 22,042,881 | 132,528,002 |
End balance, shares at Sep. 30, 2022 | 649,770,069 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 650,224 | 458,498,402 | (363,285,925) | 24,464,699 | 120,327,400 |
Beginning balance, shares at Dec. 31, 2022 | 650,223,840 | ||||
Deconsolidation of Real Estate Entity | (4,258,133) | (4,258,133) | |||
Common stock issued for exercise of warrants | $ 702 | (702) | |||
Common stock issued for exercise of warrants (in shares) | 702,285 | ||||
Contributions | 28,000 | 28,000 | |||
Distributions | (1,537,141) | (1,537,141) | |||
Common stock issued to Apollo Medical Holdings, Inc., (in shares) | 1,000,000 | ||||
Common stock issued to Apollo Medical Holdings, Inc. | $ 1,000 | 1,899,000 | 1,900,000 | ||
Net loss | (5,147,279) | (1,774,693) | (6,921,972) | ||
Ending balance, value at Mar. 31, 2023 | $ 651,926 | 460,396,700 | (368,433,204) | 16,922,732 | 109,538,154 |
End balance, shares at Mar. 31, 2023 | 651,926,125 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 650,224 | 458,498,402 | (363,285,925) | 24,464,699 | 120,327,400 |
Beginning balance, shares at Dec. 31, 2022 | 650,223,840 | ||||
Debt conversion to common stock | 5,151,509 | ||||
Common stock issued to Apollo Medical Holdings, Inc. | 1,900,000 | ||||
Net loss | (15,712,358) | ||||
Ending balance, value at Sep. 30, 2023 | $ 670,712 | 466,711,720 | (377,454,642) | 14,976,943 | 104,904,733 |
End balance, shares at Sep. 30, 2023 | 670,711,741 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 651,926 | 460,396,700 | (368,433,204) | 16,922,732 | 109,538,154 |
Beginning balance, shares at Mar. 31, 2023 | 651,926,125 | ||||
Common stock issued for exercise of warrants | $ 566 | (566) | |||
Common stock issued for exercise of warrants (in shares) | 566,042 | ||||
Contributions | 621,550 | 621,550 | |||
Distributions | (1,149,163) | (1,149,163) | |||
Debt conversion to common stock | $ 8,035 | 3,224,404 | 3,232,439 | ||
Debt conversion to common stock (in shares) | 8,035,737 | ||||
Stock-based compensation | $ 215 | 249,430 | 249,645 | ||
Stock-based compensation (in shares) | 214,720 | ||||
Net loss | (3,479,047) | (787,399) | (4,266,446) | ||
Ending balance, value at Jun. 30, 2023 | $ 660,742 | 463,869,968 | (371,912,251) | 15,607,720 | 108,226,179 |
End balance, shares at Jun. 30, 2023 | 660,742,624 | ||||
Distributions | (1,649,228) | (1,649,228) | |||
Common stock issued for acquisition | $ 2,542 | 747,458 | 750,000 | ||
Common stock issued for acquisition (in shares) | 2,541,511 | ||||
Debt conversion to common stock | $ 7,428 | 1,911,643 | 1,919,071 | ||
Debt conversion to common stock (in shares) | 7,427,606 | ||||
Warrants issued with convertible debt | 133,484 | 133,484 | |||
Stock-based compensation | 49,167 | 49,167 | |||
Net loss | (5,542,391) | 1,018,451 | (4,523,940) | ||
Ending balance, value at Sep. 30, 2023 | $ 670,712 | $ 466,711,720 | $ (377,454,642) | $ 14,976,943 | $ 104,904,733 |
End balance, shares at Sep. 30, 2023 | 670,711,741 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (15,712,358) | $ (422,081,034) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 12,908,848 | 9,859,513 |
Impairment of goodwill | 398,135,038 | |
Stock-based compensation expense | 2,198,812 | 135,415 |
Deferred tax expense (benefit) | (2,068,530) | 3,375,106 |
Debt accretion expense | 1,251,867 | 1,719,572 |
Loss on lease termination | 58,210 | |
Non-cash lease expense | 89,338 | 18,775 |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Accounts receivable | 4,444,706 | 52,921,095 |
Accounts receivable - related party | (949,408) | 1,846,887 |
Inventories | 850,569 | (399,198) |
Prepaid expenses and other current assets | (3,771,946) | (5,658,746) |
Accounts payable | (6,015,250) | 4,147,170 |
Accounts payable - related party | 2,228,527 | (630,490) |
Accrued expenses and other current liabilities | 7,519,285 | 2,712,011 |
Net cash from operating activities | 3,032,670 | 46,101,114 |
Cash flows from investing activities: | ||
Acquisitions of property and equipment | (10,322,487) | (22,512,464) |
Payments for acquisitions of businesses, net of cash acquired | (743,837) | |
Acquired cash in reverse acquisition with Clinigence | 12,716,228 | |
Cash related to deconsolidation of Real Estate Entities | (1,039,157) | (2,421,212) |
Net cash from investing activities | (12,105,481) | (12,217,448) |
Cash flows from financing activities: | ||
Proceeds from lines of credit | 2,340,911 | 2,592,714 |
Proceeds from notes payable | 16,952,905 | 10,126,130 |
Proceeds from convertible debt | 891,000 | |
Repayments of lines of credit | (1,592,714) | (72,055) |
Repayments of notes payable | (10,557,758) | (4,720,737) |
Repayments of finance leases | (2,704,082) | (923,321) |
Common stock issued for exercise of warrants | 4,119,141 | |
Common stock issued for exercise of options | 644,974 | |
Members' contributions | 649,550 | 4,825,377 |
Members' distributions | (4,335,532) | (49,973,374) |
Net cash from financing activities | 1,644,280 | (33,381,151) |
Net change in cash and cash equivalents | (7,428,531) | 502,515 |
Cash and cash equivalents - beginning of the period | 34,255,264 | 36,118,284 |
Cash and cash equivalents - end of the period | $ 26,826,733 | $ 36,620,799 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Operations | |
Organization and Operations | Note 1 – Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, healthcare services and operations company with 22 hospital facilities in eight states (hospital division), and a primary care-centric, risk-bearing population health management division. Our hospital division implements and operates different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments (“HOPDs”). The population health management division owns and operates provider networks such as independent physician associations (“IPAs”) and offers a cloud-based proprietary technology platform to IPAs which aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers. We employ approximately 800 full time employees and partner with over 900 physicians. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000 in the state of Delaware. Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc In connection with the Merger Agreement, Nutex Health Holdco LLC entered into certain Contribution Agreements with holders of equity interests (“Nutex Owners”) of subsidiaries and affiliates (the “Nutex Subsidiaries”) pursuant to which such Nutex Owners agreed to contribute certain equity interests in the Nutex Subsidiaries to Nutex Health Holdco LLC in exchange for specified equity interests in Nutex Health Holdco LLC (collectively, the “Contribution Transaction”). Nutex owners having ownership interests representing approximately 84% of the agreed upon aggregate equity value of the Nutex Subsidiaries, agreed to contribute all or a portion of their equity interests, as applicable. Pursuant to the Merger Agreement, each unit representing an equity interest in Nutex Health Holdco LLC issued and outstanding immediately prior to the effective time of the Merger but after the Contribution Transaction (collectively, the “Nutex Membership Interests”) was converted into the right to receive 3.571428575 shares of common stock of Clinigence, or an aggregate of 592,791,712 shares of common stock of Clinigence. After completing the merger, Clinigence was renamed Nutex Health Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of presentation. The hospital division includes our healthcare billing and collections organization and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses. The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. Since the second quarter of 2022, we have deconsolidated 18 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so 100% of the equity for these entities is shown as noncontrolling interests in the consolidated balance sheets and statements of operations. Many of the Physician LLCs and Real Estate Entities are owned in part and in some cases controlled by related parties including members of our executive management team. The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, Associated Hispanic Physicians of So. California (“AHISP”), an IPA entity that is not owned by us, but is consolidated as a VIE of our wholly-owned subsidiary AHP Health Management Services Inc. (“AHP”) since AHP is the primary beneficiary of its operations and has 100% control of AHISP’s operations through its management services agreement with AHISP. All significant intercompany balances and transactions have been eliminated in consolidation. Interim financial statements. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods presented. These interim financial statements should be read together with the consolidated financial statements and notes thereto included in our audited financial statements for the years ended December 31, 2022 and 2021. Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations and (iii) impairment of long-lived assets and goodwill. Actual results could differ from those estimates. Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify fair value balances based on the classification of the inputs used to calculate the fair value of a transaction. The three levels related to fair value measurements are as follows: Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair value of accounts receivable, accounts payable, accrued expenses and notes payable approximate the carrying amount due to the relatively short maturity or time to maturity of these instruments. Accounts receivable and payable with related parties may not be arms-length transactions and therefore, may not reflect fair value. Except for the initial valuation of intangible assets in connection with the reverse business combination with Clinigence discussed in Note 3 and the impairment of goodwill discussed above, there were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented. Convertible debt. The Company accounts for convertible debt that does not meet the criteria for equity treatment as a liability reported at its amortized cost. The Company classifies convertible debt based on the repayment terms and conditions. Any original issue discounts and costs incurred upon issuance of the convertible debt are amortized to interest expense over the debt term. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Segment reporting. A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of the Real Estate Entities. Revision of Prior Period Financial Statements . As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2022, we corrected the reported amount of goodwill related to our Merger with Clinigence. We evaluated these matters in accordance with SAB No. 99, Materiality , and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and determined that their related impact was not material to our financial statements for any prior annual or interim period. We will correct previously reported financial information for these immaterial matters in our future filings, as applicable. A summary of the revisions to our prior period financial statements is presented below: Nine months ended September 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ (432,412,571) $ 10,331,537 $ (422,081,034) Less: net income (loss) attributable to noncontrolling interests (12,052,765) - (12,052,765) Net income (loss) attributable to Nutex Health Inc. $ (420,359,806) $ 10,331,537 $ (410,028,269) Three months ended September 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ (433,240,552) $ 10,331,537 $ (422,909,015) Less: net income (loss) attributable to noncontrolling interests (10,722,749) - (10,722,749) Net income (loss) attributable to Nutex Health Inc. $ (422,517,803) $ 10,331,537 $ (412,186,266) Revised statements of changes in equity Balance at June 30, 2022 Common stock $ 649,770 $ - $ 649,770 Additional paid-in capital 468,802,618 10,331,537 458,471,081 Retained earnings (358,967,267) (10,331,537) (348,635,730) Noncontrolling interest 22,042,881 - 22,042,881 Total at September 30, 2022 $ 132,528,002 $ - $ 132,528,002 Reclassifications . Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. Recent accounting pronouncements. There are no new accounting pronouncements that are expected to have a material impact on the condensed consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations | |
Business Combinations | Note 3 – Business Combinations Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. The merger of Nutex Health Holdco LLC and Clinigence was completed pursuant to the Merger Agreement on April 1, 2022. As discussed above, the merger was accounted for as a reverse business combination with Nutex Health Holdco LLC as the accounting acquirer and Clinigence as the accounting acquiree. The fair value of purchase consideration transferred on the closing date includes the value of the shares of the combined company owned by Clinigence shareholders at closing of the merger and the fair value of Clinigence’s outstanding and exercisable common stock options and warrants as determined using a Black-Scholes valuation model. The fair value per share of Clinigence’s common stock was $6.40; its traded closing price on April 1, 2022. Total consideration in the merger is shown below: Fair value of Clinigence common shares at $6.40 per share (50,961,109 shares) $ 326,151,098 Fair value of Clinigence outstanding common stock options and warrants 110,543,915 Total consideration $ 436,695,013 The following is the allocation of the total purchase consideration to acquired assets and assumed liabilities including the fair value of identified intangible assets as determined by independent valuation (a level 3 measurement): Cash and cash equivalents $ 12,716,228 Accounts receivable, net 2,127,076 Prepaid expenses and other current assets 127,384 Property and equipment, net 14,793 Right of use asset, net 86,989 Intangible assets, net 21,668,000 Goodwill 414,006,378 Accounts payable and accrued expenses (3,966,100) Deferred revenue (92,111) Convertible notes payable, net (3,771,858) Term note payable (674,526) Lease liability (91,238) Deferred tax liability (5,456,002) Assets acquired $ 436,695,013 We made a retrospective change in the valuation of options and warrants assumed by us as part of the total consideration in the merger. This change reduced the fair value of consideration paid and goodwill by $10.3 million. The intangible assets denoted above each have definite lives. These intangible assets are being amortized over their estimated useful lives of 5 to 16 years. Goodwill arising from the reverse business combination is not tax-deductible. We recognized a non-cash impairment charge of $398.1 million in 2022 to reduce the carrying amount of goodwill arising in the reverse business combination. The results of operations of Clinigence have been included in the Company’s consolidated financial statements since the April 1, 2022 merger date. We expensed $3.9 million of acquisition-related costs for the merger in 2022. These costs consisted principally of legal, accounting and other professional fees for the transaction. Supplemental Pro Forma Information – The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the merger with Clinigence had been completed on the date indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances. The supplemental pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2022, to give effect to certain events that management believes to be directly attributable to the acquisition. These pro forma adjustments primarily include an increase to depreciation and amortization expense that would have been recognized due to acquired tangible and intangible assets. The supplemental pro forma financial information is as follows: Nine Months Ended September 30, 2022 Revenue $ 171,779,408 Net loss attributable to Nutex Health Inc. (434,709,956) Basic earnings per share (0.69) Diluted earnings per share (0.69) The pro forma income above includes $14.2 million of one-time stock-based compensation expense related to the merger transaction. Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results. 2023 Acquisitions On August 1, 2023, the Company acquired two Florida based IPAs for $0.8 million in cash, $0.8 million in Company shares and contingent consideration of up to $0.4 million in cash and $0.5 million in Company shares if the acquired IPAs meet Medicare Lives thresholds in 2024 and 2025. Additionally, we will pay earn-out consideration if certain financial targets are achieved by year end December 31, 2023. Substantially all of the total purchase consideration was allocated to goodwill and identified intangible assets. The acquired IPAs are reported within our Population Health Management division. Management considers this acquisition to be immaterial. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue | |
Revenue | Note 4 – Revenue We disaggregate revenue from contracts with customers into types of services or products, consistent with our reportable segments, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Hospital Division: Net patient service revenue $ 54,759,158 $ 20,840,305 $ 154,593,033 $ 150,866,044 Management fees (173,895) 404,000 892,197 1,110,182 Total Hospital Division revenue 54,585,263 21,244,305 155,485,230 151,976,226 Population Health Management Division: Capitation revenue, net 7,234,927 4,888,094 19,503,063 10,038,436 Management fees 670,107 1,701,719 2,143,260 2,704,519 SaaS revenue 232,675 560,940 845,290 851,052 Total Population Health Management Division revenue 8,137,709 7,150,753 22,491,613 13,594,007 Total revenue $ 62,722,972 $ 28,395,058 $ 177,976,843 $ 165,570,233 Net patient service revenue The following tables present the allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Insurance 92% 91% 93% 94% Self pay 5% 7% 4% 5% Workers compensation 2% 1% 2% 1% Medicare/Medicaid 1% 1% 1% 0% Total 100% 100% 100% 100% Contract balances |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment | |
Property and Equipment | Note 5 - Property and Equipment The principal categories of property and equipment, net are summarized as follows: Useful September 30, December 31, Life (years) 2023 2022 Buildings and improvements 39 $ 8,968,439 $ 8,521,996 Land - 4,401,888 3,721,576 Leasehold improvements 10-39 28,855,241 28,855,239 Construction in progress - 16,356,304 19,389,329 Medical equipment 10 34,163,757 28,744,664 Office furniture and equipment 7 3,333,445 2,860,680 Computer hardware and software 5 4,204,638 1,713,434 Vehicles 5 135,590 135,590 Signage 10 1,429,628 1,163,722 Total cost 101,848,930 95,106,230 Less: accumulated depreciation (16,352,318) (13,011,878) Total property and equipment, net $ 85,496,612 $ 82,094,352 We deconsolidated 17 Real Estate Entities in the second quarter of 2022 and one Real Estate Entity in the first quarter of 2023. Refer to Note 18. Assets placed into service from construction in progress was $3.2 million at September 30, 2023. Depreciation and amortization of property and equipment for the three months ended September 30, 2023 and 2022 totaled $1.6 million and $1.4 million, respectively, and for the nine months ended September 30, 2023 and 2022 totaled $4.0 million and $2.1 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | Note 6 – Intangible Assets and Goodwill Intangible Assets. Gross Accumulated Net Carrying Weighted Average September 30, 2023 Carrying Amount Amortization Amount Useful Life (in years) Amortizing intangible assets: Member relationships $ 18,491,000 $ 1,689,899 $ 16,801,101 15 Management contracts 2,021,000 189,469 1,831,531 16 Customer contracts 914,000 91,400 822,600 15 Trademarks 1,425,000 225,049 1,199,951 7-12 PHP technology 409,000 122,700 286,300 5 Indefinite life intangible - license 682,649 - 682,649 - Total $ 23,942,649 $ 2,318,517 $ 21,624,132 December 31, 2022 Amortizing intangible assets: Member relationships $ 16,899,000 $ 844,950 $ 16,054,050 15 Management contracts 2,021,000 94,734 1,926,266 16 Customer contracts 914,000 45,700 868,300 15 Trademarks 1,425,000 112,525 1,312,475 7-12 PHP technology 409,000 61,350 347,650 5 Indefinite life intangible - license 682,649 - 682,649 - Total $ 22,350,649 $ 1,159,259 $ 21,191,390 Amortization of intangible assets for the three months ended September 30, 2023 and 2022 totaled $0.4 million each, and for the nine months ended September 30, 2023 and 2022 totaled $1.2 million and $0.4 million, respectively. Goodwill. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 7 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2023 2022 Accrued wages and benefits $ 7,754,090 $ 4,235,167 Accrued other 7,019,183 2,005,646 Total accrued expenses and other current liabilities $ 14,773,273 $ 6,240,813 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt | |
Debt | Note 8 – Debt The Company’s outstanding debt is shown in the following table: Maturity Interest September 30, December 31, Dates Rates 2023 2022 Term loans secured by all assets 01/2024 - 12/2028 4.15 - 7.71% $ 8,555,677 $ 11,341,934 Term loans secured by property and equipment 01/2024 - 10/2028 3.59 - 9.75% 11,216,145 9,299,197 Line of credit secured by all assets 01/2024 - 11/2025 4.00 - 8.00% 3,371,676 2,623,479 Term loans of consolidated Real Estate Entities 10/2023 - 03/2037 2.84 - 5.75% 13,371,325 15,068,920 Unsecured convertible term notes 10/2025 8.00 - 10.00% 990,000 — Pre-paid advance (convertible debt) 03/2024 0.00% 5,661,124 — Total 43,165,947 38,333,530 Less: unamortized issuance costs and discount 845,786 112,802 Less: short-term lines of credit 3,371,676 2,623,479 Less: current portion of long-term debt 19,644,656 12,546,097 Total long-term debt $ 19,303,829 $ 23,051,152 Term loans and lines of credit Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At September 30, 2023, we were not in compliance with the debt service coverage ratio for one term loan with an outstanding balance of $1.0 million. This balance has been included in current liabilities. At September 30, 2023, we had remaining availability of $1.4 million under outstanding lines of credit. Pre-Paid Advance Agreement (convertible debt). to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the PPA cannot exceed 19.9% of the Company's outstanding shares of Common Stock as of April 11, 2023 (“Exchange Cap”). Additionally, Yorkville may not request issuances of Common Stock with respect to the initial Pre-Paid Advance in excess of $7.5 million in any consecutive 30-day period. Further Yorkville may not request the issuance of Common Stock if such issuance would result in Yorkville (and its affiliates) beneficially owning more than 4.99% of the outstanding shares of the Company. Interest accrues on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 0% subject to an increase to 15% upon events of default described in the PPA. Each Pre-Paid Advance has a maturity date of 12 months from the Pre-Paid Advance Date. The PPA provides that in respect of any Pre-Paid Advance, if the VWAP of shares of Common Stock is less than the Floor Price for at least five trading days during a period of seven consecutive trading days or the Company has issued substantially all of the shares of Common Stock available under the Exchange Cap, then the Company is required to make monthly cash payments of amounts outstanding under any Pre-Paid Advance beginning on the third trading day after the triggering date and continuing on the same day of each successive calendar month until the entire amount of such Pre-Paid Advance balance has been paid or until the payment obligation ceases. Pursuant to the PPA, the monthly payment obligation ceases if the Exchange Cap no longer applies or the VWAP is greater than 120% of the Floor Price for a period of five consecutive trading days, unless a subsequent triggering date occurs. The Company, at its option, has the right, but not the obligation, to repay early in cash a portion or all amounts outstanding under any Pre-Paid Advance, provided that the VWAP of the Common Stock is less than the Fixed Price during a period of ten consecutive trading days immediately prior to the date on which the Company delivers a notice to Yorkville of its intent and such notice is delivered at least 10 trading days prior to the date on which the Company will make such payment (“Optional Prepayment”). If elected, the Optional Prepayment includes a 6% payment premium (“Payment Premium”). If any Pre-Paid Advances are outstanding and any event of default has occurred, the full amount outstanding under the Pre-Paid Advances plus the Payment Premium, together with interest and other amounts owed in respect thereof, will become, at Yorkville’s election, immediately due and payable in cash. On April 11, 2023, the Company requested a $15.0 million initial Pre-Paid Advance in accordance with the PPA. The net proceeds of $13.5 million received by the Company from Yorkville reflect a 10% discount of $1.5 million in accordance with the PPA. Additionally, in connection with the PPA, the Company incurred $0.9 million in placement and legal fees, which the Company classifies as debt issuance costs. The discount and the debt issuance costs are reported as a direct deduction from the face amount of the PPA and are amortized monthly based on the effective interest rate method. The amortization of the discount and debt issuance costs are reported as interest expense in the condensed consolidated statements of operations. Since the receipt of the initial Pre-Paid Advance, 15.5 million shares of Common Stock have been issued to Yorkville, reducing the principal of initial Pre-Paid Advance by $5.9 million. Additionally, on June 22, 2023, the Company made an Optional Prepayment of $3.7 million in accordance with the PPA, consisting of $3.5 million of principal and $0.2 million attributed to the Payment Premium. As of September 30, 2023, the net carrying amount of the PPA is $5.1 million and is presented in current portion of long-term debt within the condensed consolidated balance sheet as of September 30, 2023. The net carrying amount of $5.1 million is composed of $5.6 million in principal and $(0.5) million in discount and debt issuance costs. Interest expense incurred under the PPA for the three and nine months ended September 30, 2023 was $0.5 million and $2.2 million, respectively, which was the result of the amortization and reductions due to conversions and repayments. The effective interest rate for the PPA for the three and nine months ended September 30, 2023 was 19.4%. As of September 30, 2023, there were 114.3 million of additional shares of Common Stock issuable under the Exchange Cap. September 2023 Convertible Debt Issuance. Notes”) in the principal amount of $50,000 convertible into shares of common stock at a conversion price of $0.40 per share and (b) a six The Unsecured Convertible Term Notes bear an annual interest rate of 8% if paid in cash or an annual interest rate of 10% if paid in the form of common stock. The payment of interest in the form of common stock is at the discretion of the Company. When paid in common stock, the number of shares is equal to the quotient of the total accrued interest due divided by the last reported sale price of the Company’s common stock on the last complete trading day of such quarter. The Unit Holders have the option, at any time, to convert all or any portion of the unpaid principal and interest outstanding in common stock at the conversion price of $0.40 per share. If the Company fails to pay the outstanding principal amount and all accrued interest within 30 days of the maturity date, the interest rate payable is adjusted to 12%. The Company appointed Emerson Equity LLC (“Emerson”) as placement agent for the September 2023 Private Offering. Per the Placement Agent Agreement, the Company agrees to pay (i) a cash commission equal to 10% of the gross proceeds from the sale of Units and (ii) warrants to purchase a number of Common Stock equal to 20% of the total number of Units. During the three months ended September 30, 2023, the Company received net cash proceeds of $0.9 million. The net cash proceeds after the placement agent fees were allocated between the convertible debt and warrants based on their relative fair values. The fair value of the warrants was determined using a Black-Scholes Option Pricing model. Key assumptions included a risk-free interest rate of 4.60%, historical volatility of 123.8% and expected term of the warrants of six years. A total of $0.1 million was recorded to equity for the warrants. The discount on the convertible debt totaled $0.3 million and will be amortized to interest expense over the period until maturity. The effective interest rate on the convertible debt is 25.08%. Clinigence convertible notes payable. The convertible notes payable were fully converted into 3,474,430 shares of common stock at a conversion price of $1.55 per share before their maturity on July 31, 2022 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | Note 9 – Leases We have entered into hospital property, office and equipment rental agreements with various lessors including related parties. The following tables disclose information about our leases of property and equipment: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 789,877 $ 862,642 $ 2,676,894 $ 1,555,311 Finance lease cost: Amortization of right-of-use assets $ 2,858,223 $ 3,539,969 $ 7,889,533 $ 4,467,633 Interest on lease liabilities 3,203,802 3,770,058 8,718,643 4,750,677 Total finance lease cost $ 6,062,025 $ 7,310,027 $ 16,608,176 $ 9,218,310 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Litigation |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Stock-based Compensation | |
Stock-based Compensation | Note 11 – Stock-based Compensation In 2022, the Company adopted the Amended and Restated Nutex Health Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The maximum aggregate number of shares that may be issued under the 2022 Plan is 5,000,000 shares, subject to increases on January 1st of each calendar year through January 1, 2027 of up to 5% annually at the discretion of the compensation committee of our Board of Directors. A total of 1,248,072 shares of common stock, par value $0.001 per share (“Common Stock”) of the Company were available for issuance under the 2022 Plan at September 30, 2023. On June 29, 2023, the stockholders of the Company approved the Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan (the “2023 Plan”) and an additional 8,751,928 new shares of Common Stock were made available for issuance under the 2023 Plan, which replaces the 2022 Plan. On September 30, 2023, a total of 10,000,000 shares of Common Stock were available for issuance under the 2023 Plan. Awards granted under the 2023 Plan may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the date of grant. Obligations for under-construction and ramping hospitals. ● With respect to ramping hospitals, 24 months after the opening date (the “Determination Date”) of the applicable ramping hospital, such owner is eligible to receive such owner’s pro rata share of a number of shares of Company Common Stock equal to (i) the trailing twelve months earnings before interest, taxes, depreciation and amortization on the respective Determination Date, multiplied by (ii) 10 , (iii) minus the initial equity value received at the Closing of the Merger, and (iv) minus such owner’s pro rata share of the aggregate debt of the applicable ramping hospital outstanding as of the closing of the Merger. The number of additional shares to be issued will be determined based on the greater of (a) the price of the Company’s common stock at the time of determination or (b) $2.80 . ● With respect to under construction hospitals, contributing owners of under construction hospitals will be eligible to receive, on the Determination Date, such owner’s pro rata share of a number of shares of Company common stock equal to (a)(i) the trailing twelve months earnings before interest, taxes, depreciation and amortization as of the Determination Date multiplied by (ii) 10 , minus (iii) the aggregate amount of such owner’s capital contribution to the under construction hospital, minus (iv) such owner’s pro rata share of the aggregate debt of the applicable under construction hospital outstanding as of the Closing of the Merger, divided by (b) the greater of (i) the price of the Company common stock at the time of determination or (ii) $2.80 . We have not recognized any expense for this stock-based compensation based on our current estimates of future obligations to the contributing owners. Options Weighted Average Options Weighted Average Remaining Contractual Outstanding Exercise Price Life (Years) Options outstanding at April 1, 2022 merger date 6,500,010 $ 2.30 6.62 Options exercised (312,019) 2.08 Options cancelled — — Options outstanding at September 30, 2022 6,187,991 $ 2.30 6.17 Options outstanding at December 31, 2022 5,147,770 $ 2.30 7.60 Options exercised — — Options cancelled — — Options outstanding at September 30, 2023 5,147,770 $ 2.30 6.85 Options outstanding as of September 30, 2023 consisted of: Expiration Number Number Exercise Date Outstanding Exercisable Price March 15, 2025 157,196 157,196 $ 4.47 January 27, 2027 180,000 180,000 1.50 May 11, 2027 350,000 350,000 1.50 June 6, 2027 3,600 3,600 36.25 August 16, 2027 25,000 25,000 2.51 January 28, 2028 180,000 180,000 1.61 January 27, 2030 296,865 296,865 1.50 February 28, 2030 95,794 95,794 1.25 June 30, 2030 117,056 117,056 1.45 August 4, 2029 40,480 40,480 5.56 January 28, 2031 1,000,000 1,000,000 1.61 February 28, 2031 200,000 200,000 2.00 September 9, 2031 1,934,779 1,934,779 2.75 September 9, 2031 410,000 410,000 2.75 December 17, 2031 157,000 157,000 3.50 Total 5,147,770 5,147,770 Restricted Stock Units For grants of restricted stock units, we recognize compensation expense over the applicable vesting period equal to the fair value of our common stock at grant date. Grants of restricted stock units generally vest one Shares (in thousands) Weighted Average Grant-Date Fair Value Per Share Non-vested awards, January 1, 2023 — — Granted 604 $1.01 Vested (215) 1.01 Non-vested awards, September 30, 2023 389 $1.01 As of September 30, 2023, we estimate $0.3 million of unrecognized compensation cost related to restricted stock units issued to our employees to be recognized over the weighted-average vesting period of 1.1 years. Employee Stock Purchase Plan |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity | |
Equity | Note 12 – Equity We are authorized to issue up to a total of 950,000,000 shares of common stock having a par value of $0.001 per share. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and to receive ratably in proportion to the shares of common stock held by them any dividends declared from time to time by the board of directors. Our common stock has no preferences or rights of conversion, exchange, pre-exemption or other subscription rights. Common Stock Issued Note 8 – Debt ● At the time of the Merger, Clinigence had 50,961,109 common shares outstanding. These amounts are shown as issued by us in the presentation of consolidated financial statements as the accounting acquiror. ● In March 2023, we issued 1,000,000 common shares to Apollo Medical Holdings, Inc. for IPA managerial services. We recognized $1.9 million of stock-based compensation expense for this issuance. This expense should have been recognized on December 31, 2022. However, we consider this expense not material for revision and thus, it is presented as an out-of-period adjustment in the 2023 financial statements. ● On August 1, 2023, we issued 2,541,511 shares of common stock in connection with the acquisition of two Florida IPAs. See Note 3 for discussion of 2023 Acquisitions . Warrants. Weighted Average Warrants Weighted Average Remaining Contractual Outstanding Exercise Price Life (years) Warrants outstanding at April 1, 2022 merger date 12,401,240 $ 2.04 4.65 Warrants exercised (2,187,225) 2.27 Warrants outstanding at September 30, 2022 10,214,015 $ 2.04 4.60 Warrants outstanding at December 31, 2022 11,033,015 $ 1.96 3.80 Warrants issued 1,237,500 0.40 Warrants exercised (1,456,453) 1.55 Warrants expired (3,000) 25.00 Warrants outstanding at September 30, 2023 10,811,062 $ 1.83 3.35 In the first quarter of 2023, 702,285 shares of common stock were issued in satisfaction of cashless exercises of warrants to purchase of 806,453 shares of common stock. In the second quarter of 2023, 566,042 shares of common stock were issued in satisfaction of cashless exercises of warrants to purchase 650,000 shares of common stock. Warrants outstanding as of September 30, 2023 consisted of: Expiration Number Number Exercise Date Outstanding Exercisable Price December 31, 2024 554,873 554,873 $ 6.67 October 31, 2025 16,250 16,250 1.25 October 31, 2025 1,566,451 1,566,451 1.55 February 26, 2026 288,235 288,235 4.00 July 31, 2026 2,532,900 2,532,900 1.55 May 31, 2027 4,614,853 4,614,853 1.75 September 30, 2029 1,237,500 1,237,500 0.40 Total 10,811,062 10,811,062 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes | |
Income Taxes | Note 13 – Income Taxes Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to interim periods. The income tax impact of discrete items is recognized in the period these occur. In periods before the merger with Clinigence, Nutex Health Holdco LLC and the Nutex Subsidiaries were pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes was provided for these periods as federal taxes were obligations of these companies’ members. After the merger, Nutex Health Holdco LLC became a wholly-owned subsidiary of Clinigence and is included in its consolidated corporate tax filings. We recognized a non-cash charge of $20.8 million to income tax expense during the three months ended June 30, 2022 for the change in tax status of Nutex Health Holdco LLC. This charge provides for the accumulated net deferred tax liabilities representing the differences between the book and tax bases of Nutex Health Holdco LLC’s assets and liabilities as of the April 1, 2022 change in tax status. At the time of our merger with Clinigence, Clinigence had a full valuation allowance against its deferred tax assets. During the three months ended June 30, 2022, we recorded a non-cash benefit of $2.4 million to income tax expense to remove the acquired valuation allowance after we concluded that the associated deferred tax assets would be realizable. Excluding the discrete items above and excluding the non-deductible goodwill impairment, our effective tax rate for the three and nine months ended September 30, 2022 was 25.3% and 26.2%, respectively. Our effective tax rate for the three and nine months ended September 30, 2023 was 7.0% and 11.6%, respectively. The primary difference from the federal statutory rate of 21% is related to state taxes, income of noncontrolling interests in flow-through entities and permanent differences for non-deductible expenses. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings per Share | |
Earnings per Share | Note 14 – Earnings per Share The following is the computation of earnings (loss) per basic and diluted share: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amounts attributable to Nutex Health Inc.: Numerator: Net income (loss) attributable to common stockholders $ (5,542,391) $ (412,186,266) $ (14,168,717) $ (410,028,269) Denominator: Weighted average shares used to compute basic EPS 665,055,603 649,577,082 657,590,265 629,787,661 Earnings (loss) per share: Basic $ (0.01) $ (0.62) $ (0.02) $ (0.65) Diluted $ (0.01) $ (0.62) $ (0.02) $ (0.65) The computation of diluted earnings per common share excludes the 5,147,770 common stock options, 10,811,062 warrants, 389,439 restricted stock units and common stock issuable upon conversion of outstanding convertible debt for the three and nine months ended September 30, 2023. The dilutive effect of convertible debt was calculated using the if-converted method, whereas the dilutive effect of the assumed exercise of outstanding options and warrants was calculated using the treasury stock method. |
Supplemental Cash Flows Informa
Supplemental Cash Flows Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flows Information | |
Supplemental Cash Flows Information | Note 15 - Supplemental Cash Flows Information Nine Months Ended September 30, 2023 2022 Cash paid for interest $ 858,773 $ 3,402,606 Cash paid for income taxes 737,000 7,595,105 Non-cash investing and financing activities: Financed capital expenditures 5,521,759 - Acquisition of finance leases 18,798,667 23,603,817 Exercise of warrants on cashless basis 1,268 - Issuance of restricted stock units 298,812 - Issuance of common stock to Apollo Medical Holdings, Inc. 1,900,000 - Deconsolidation of Real Estate Entity 4,258,133 - Convertible debt converted to common stock 5,151,509 - Warrants issued with convertible debt 175,710 - Payment for acquisition in common stock 750,000 - |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Segment Information | Note 16 – Segment Information We report the results of our operations as three segments in our consolidated financial statements: (i) the hospital division, (ii) the population health management division and (ii) the real estate division. The determination of our reporting segments was made on the basis of our strategic priorities, which corresponds to the manner in which our Chief Executive Officer, as our chief operating decision maker, reviews and evaluates operating performance to make decisions about resources to be allocated. We evaluate the performance of our reportable segments based on, among other measures, operating income, which is defined as income before interest expense, other income (expense), and taxes. Corporate costs primarily include expenses for support functions and salaries and benefits for corporate employees and are excluded from segment operating results. Reportable segment information, including intercompany transactions, is presented below: September 30, December 31, 2023 2022 Assets: Hospital division $ 343,902,711 $ 314,085,287 Population health management division 86,311,678 77,825,753 Real estate division 49,419,153 39,840,945 Total Assets $ 479,633,542 $ 431,751,985 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue from external customers: Hospital division $ 54,585,263 $ 21,244,305 $ 155,485,230 $ 151,976,226 Population health management division 8,137,709 7,150,753 22,491,613 13,594,007 Total revenue $ 62,722,972 $ 28,395,058 $ 177,976,843 $ 165,570,233 Segment operating income: Hospital division 7,238,738 (23,742,606) 21,122,489 18,997,515 Population health management division (172,525) 29,702 438,370 (257,002) Total segment operating income $ 7,066,213 $ (23,712,904) $ 21,560,859 $ 18,740,513 Capital expenditures: Hospital division 2,875,585 - 10,322,487 3,730,053 Real estate division - 5,890,738 - 18,782,411 Total capital expenditures $ 2,875,585 $ 5,890,738 $ 10,322,487 $ 22,512,464 Revenue from inter-segment activities: Real estate division $ 13,192,549 $ - $ 13,708,579 $ 11,989,212 Depreciation and amortization: Hospital division 4,238,498 3,748,431 11,518,388 8,844,757 Population health management division 401,566 431,986 1,201,227 819,970 Real estate division 105,877 149,750 189,233 194,786 Total depreciation and amortization $ 4,745,941 $ 4,330,167 $ 12,908,848 $ 9,859,513 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 17 – Related Party Transactions Related party transactions included the following: ● The Physician LLCs employ the doctors who work in our hospitals. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO, Dr. Thomas Vo. The Physician LLCs are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to them in the event of cash shortages and received the benefit of their cash surpluses. The Physician LLCs had outstanding obligations to their member owners, who are also Company stockholders, totaling $4.0 million at September 30, 2023 and $2.1 million at December 31, 2022 reported within accounts payable – related party in our consolidated balance sheets. ● Most of our hospital division facilities are leased from real estate entities which are owned by related parties. These leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Our obligations under these leases are presented in Note 9. During the three and nine months ended September 30, 2023, we made cash payments for these lease obligations totaling $3.9 million and $11.1 million, respectively. Cash payments for these lease obligations made in the three and nine months ended September 30, 2022 totaled $3.7 million and $9.9 million, respectively. ● We consolidate Real Estate Entities as VIEs when they do not have sufficient equity at risk and our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO. We deconsolidated 17 Real Estate Entities in the second quarter of 2022 and one Real Estate Entity in the first quarter of 2023. At September 30, 2023, two Real Estate Entities continue to be consolidated in our financial statements. In connection with the merger with Clinigence, we forgave certain amounts due from Real Estate Entities for past advances made by us. We recognized net expense totaling $0.6 million in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently. ● Accounts receivable – related party included $1.5 million at September 30, 2023 and $0.5 million at December 31, 2022 due from noncontrolling interest owners of consolidated ER Entities. ● Micro Hospital Holding LLC, an affiliate controlled by our CEO, made advances to one of our hospital facilities, SE Texas ER. These advances totaled $1.4 million at September 30, 2023 and at December 31, 2022 and are reported as accounts payable – related party in our consolidated balance sheets. The advances have no stated maturity and bear no interest. ● Accounts payable – related party in our consolidated balance sheets included $0.7 million at September 30, 2023 and $0.1 million at December 31, 2022 for reimbursement of expenses incurred on our behalf. ● We provide managerial services to emergency centers owned and, in some instances, controlled by related parties including an entity controlled by our CEO. We recognized $0.1 million and $0.5 million of managerial fees within the hospital division in the three and nine months ended September 30, 2023 for these services. In the three and nine months ended September 30, 2022, we recognized $0.4 million and $1.0 million, respectively, of revenue for these services. ● Two of our ER Entities are obligated under managerial services agreements with related parties commencing in 2022. Payments under these agreements totaled $0.1 million and $0.5 million for the three and nine months ended September 30, 2023 and $0.1 million and $1.7 million for the three and nine months ended September 30, 2022. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entities | |
Variable Interest Entities | Note 18 – Variable Interest Entities The following tables provide the balance sheet amounts for consolidated VIEs: September 30, 2023 Real Estate Physician AHISP Entities LLCs IPA Current assets $ 438,235 $ 6,111,810 $ 10,326,963 Property and equipment, net - 3,668 91,546 Other long-term assets 46,730,762 - 29,653 Total assets $ 47,168,997 $ 6,115,478 $ 10,448,162 Current liabilities 876,464 5,854,614 10,448,162 Long-term liabilities 13,324,617 - - Total liabilities 14,201,081 5,854,614 10,448,162 Equity 32,967,916 260,864 - Total liabilities and equity $ 47,168,997 $ 6,115,478 $ 10,448,162 December 31, 2022 Real Estate Physician AHISP Entities LLCs IPA Current assets $ 3,466,811 $ 6,915,710 $ 6,641,448 Property and equipment, net 16,726,986 3,668 - Long-term assets 19,647,148 - 498,990 Total assets $ 39,840,945 $ 6,919,378 $ 7,140,438 Current liabilities 2,326,335 4,831,617 7,109,758 Long-term liabilities 15,019,633 - 30,680 Total liabilities 17,345,968 4,831,617 7,140,438 Equity 22,494,977 2,087,761 - Total liabilities and equity $ 39,840,945 $ 6,919,378 $ 7,140,438 The assets of each of the ER Entities may only be used to settle the liabilities of that entity or its consolidated VIEs and may not be required to be used to settle the liabilities of any of the other ER Entities, other VIEs, or corporate entity. Additionally, the assets of corporate entities cannot be used to settle the liabilities of VIEs. The Company has aggregated all of the Physician LLCs and Real Estate Entities into two categories above, because they have similar risk characteristics, and presenting distinct financial information for each VIE would not add more useful information. Real Estate Entities are consolidated by the Company as VIEs because they do not have sufficient equity at risk and our hospital entities are guarantors of their outstanding mortgage loans. We have been working with the third-party lenders to remove our guarantees of their outstanding mortgage loans. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. We deconsolidated 17 Real Estate Entities in the second quarter of 2022 and one Real Estate Entity in the first quarter of 2023. There was no gain or loss on the deconsolidation of these entities. As of September 30, 2023, two Real Estate Entities continue to be consolidated in our financial statements. At the date we deconsolidated these Real Estate Entities in the second quarter of 2022, they had $2.4 million of cash, $9.8 million of fixed assets (principally land and building), $0.5 million of other assets, $69.6 million of liabilities (principally mortgage indebtedness) and $31.4 million of equity reported as noncontrolling interests. The Real Estate Entity we deconsolidated in the first quarter of 2023 had $1.0 million of cash, $8.4 million of fixed assets (principally land and building), $0.2 million of other assets, $5.4 million of liabilities (principally mortgage indebtedness) and $4.3 million of equity reported as noncontrolling interests as of the date of deconsolidation. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 19 - Subsequent Events The Company has evaluated subsequent events through the filing of this report and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except the following: Subsequent to the end of the period through the date of the report, in connection with the September 2023 Convertible Debt Issuance, the Company received additional net cash proceeds of $3.1 million. * * * * * |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation. The hospital division includes our healthcare billing and collections organization and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses. The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. Since the second quarter of 2022, we have deconsolidated 18 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so 100% of the equity for these entities is shown as noncontrolling interests in the consolidated balance sheets and statements of operations. Many of the Physician LLCs and Real Estate Entities are owned in part and in some cases controlled by related parties including members of our executive management team. The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, Associated Hispanic Physicians of So. California (“AHISP”), an IPA entity that is not owned by us, but is consolidated as a VIE of our wholly-owned subsidiary AHP Health Management Services Inc. (“AHP”) since AHP is the primary beneficiary of its operations and has 100% control of AHISP’s operations through its management services agreement with AHISP. All significant intercompany balances and transactions have been eliminated in consolidation. |
Interim financial statements | Interim financial statements. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods presented. These interim financial statements should be read together with the consolidated financial statements and notes thereto included in our audited financial statements for the years ended December 31, 2022 and 2021. |
Use of estimates | Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations and (iii) impairment of long-lived assets and goodwill. Actual results could differ from those estimates. |
Fair value measurements | Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify fair value balances based on the classification of the inputs used to calculate the fair value of a transaction. The three levels related to fair value measurements are as follows: Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair value of accounts receivable, accounts payable, accrued expenses and notes payable approximate the carrying amount due to the relatively short maturity or time to maturity of these instruments. Accounts receivable and payable with related parties may not be arms-length transactions and therefore, may not reflect fair value. Except for the initial valuation of intangible assets in connection with the reverse business combination with Clinigence discussed in Note 3 and the impairment of goodwill discussed above, there were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented. |
Convertible debt | Convertible debt. The Company accounts for convertible debt that does not meet the criteria for equity treatment as a liability reported at its amortized cost. The Company classifies convertible debt based on the repayment terms and conditions. Any original issue discounts and costs incurred upon issuance of the convertible debt are amortized to interest expense over the debt term. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. |
Segment reporting | Segment reporting. A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of the Real Estate Entities. |
Revision of Prior Period Financial Statements | Revision of Prior Period Financial Statements . As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2022, we corrected the reported amount of goodwill related to our Merger with Clinigence. We evaluated these matters in accordance with SAB No. 99, Materiality , and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and determined that their related impact was not material to our financial statements for any prior annual or interim period. We will correct previously reported financial information for these immaterial matters in our future filings, as applicable. A summary of the revisions to our prior period financial statements is presented below: Nine months ended September 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ (432,412,571) $ 10,331,537 $ (422,081,034) Less: net income (loss) attributable to noncontrolling interests (12,052,765) - (12,052,765) Net income (loss) attributable to Nutex Health Inc. $ (420,359,806) $ 10,331,537 $ (410,028,269) Three months ended September 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ (433,240,552) $ 10,331,537 $ (422,909,015) Less: net income (loss) attributable to noncontrolling interests (10,722,749) - (10,722,749) Net income (loss) attributable to Nutex Health Inc. $ (422,517,803) $ 10,331,537 $ (412,186,266) Revised statements of changes in equity Balance at June 30, 2022 Common stock $ 649,770 $ - $ 649,770 Additional paid-in capital 468,802,618 10,331,537 458,471,081 Retained earnings (358,967,267) (10,331,537) (348,635,730) Noncontrolling interest 22,042,881 - 22,042,881 Total at September 30, 2022 $ 132,528,002 $ - $ 132,528,002 |
Reclassifications | Three months ended September 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ (433,240,552) $ 10,331,537 $ (422,909,015) Less: net income (loss) attributable to noncontrolling interests (10,722,749) - (10,722,749) Net income (loss) attributable to Nutex Health Inc. $ (422,517,803) $ 10,331,537 $ (412,186,266) Revised statements of changes in equity Balance at June 30, 2022 Common stock $ 649,770 $ - $ 649,770 Additional paid-in capital 468,802,618 10,331,537 458,471,081 Retained earnings (358,967,267) (10,331,537) (348,635,730) Noncontrolling interest 22,042,881 - 22,042,881 Total at September 30, 2022 $ 132,528,002 $ - $ 132,528,002 |
Recent accounting pronouncements | Recent accounting pronouncements. There are no new accounting pronouncements that are expected to have a material impact on the condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of revision of prior period financial statements | Nine months ended September 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ (432,412,571) $ 10,331,537 $ (422,081,034) Less: net income (loss) attributable to noncontrolling interests (12,052,765) - (12,052,765) Net income (loss) attributable to Nutex Health Inc. $ (420,359,806) $ 10,331,537 $ (410,028,269) Three months ended September 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ (433,240,552) $ 10,331,537 $ (422,909,015) Less: net income (loss) attributable to noncontrolling interests (10,722,749) - (10,722,749) Net income (loss) attributable to Nutex Health Inc. $ (422,517,803) $ 10,331,537 $ (412,186,266) Revised statements of changes in equity Balance at June 30, 2022 Common stock $ 649,770 $ - $ 649,770 Additional paid-in capital 468,802,618 10,331,537 458,471,081 Retained earnings (358,967,267) (10,331,537) (348,635,730) Noncontrolling interest 22,042,881 - 22,042,881 Total at September 30, 2022 $ 132,528,002 $ - $ 132,528,002 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations | |
Schedule of consideration | Fair value of Clinigence common shares at $6.40 per share (50,961,109 shares) $ 326,151,098 Fair value of Clinigence outstanding common stock options and warrants 110,543,915 Total consideration $ 436,695,013 |
Schedule of acquired assets and assumed liabilities | Cash and cash equivalents $ 12,716,228 Accounts receivable, net 2,127,076 Prepaid expenses and other current assets 127,384 Property and equipment, net 14,793 Right of use asset, net 86,989 Intangible assets, net 21,668,000 Goodwill 414,006,378 Accounts payable and accrued expenses (3,966,100) Deferred revenue (92,111) Convertible notes payable, net (3,771,858) Term note payable (674,526) Lease liability (91,238) Deferred tax liability (5,456,002) Assets acquired $ 436,695,013 |
Schedule of pro forma financial information | Nine Months Ended September 30, 2022 Revenue $ 171,779,408 Net loss attributable to Nutex Health Inc. (434,709,956) Basic earnings per share (0.69) Diluted earnings per share (0.69) |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue | |
Schedule of disaggregate revenue | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Hospital Division: Net patient service revenue $ 54,759,158 $ 20,840,305 $ 154,593,033 $ 150,866,044 Management fees (173,895) 404,000 892,197 1,110,182 Total Hospital Division revenue 54,585,263 21,244,305 155,485,230 151,976,226 Population Health Management Division: Capitation revenue, net 7,234,927 4,888,094 19,503,063 10,038,436 Management fees 670,107 1,701,719 2,143,260 2,704,519 SaaS revenue 232,675 560,940 845,290 851,052 Total Population Health Management Division revenue 8,137,709 7,150,753 22,491,613 13,594,007 Total revenue $ 62,722,972 $ 28,395,058 $ 177,976,843 $ 165,570,233 |
Schedule of allocation of the estimated transaction price | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Insurance 92% 91% 93% 94% Self pay 5% 7% 4% 5% Workers compensation 2% 1% 2% 1% Medicare/Medicaid 1% 1% 1% 0% Total 100% 100% 100% 100% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment | |
Schedule of property and equipment | Useful September 30, December 31, Life (years) 2023 2022 Buildings and improvements 39 $ 8,968,439 $ 8,521,996 Land - 4,401,888 3,721,576 Leasehold improvements 10-39 28,855,241 28,855,239 Construction in progress - 16,356,304 19,389,329 Medical equipment 10 34,163,757 28,744,664 Office furniture and equipment 7 3,333,445 2,860,680 Computer hardware and software 5 4,204,638 1,713,434 Vehicles 5 135,590 135,590 Signage 10 1,429,628 1,163,722 Total cost 101,848,930 95,106,230 Less: accumulated depreciation (16,352,318) (13,011,878) Total property and equipment, net $ 85,496,612 $ 82,094,352 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets | Gross Accumulated Net Carrying Weighted Average September 30, 2023 Carrying Amount Amortization Amount Useful Life (in years) Amortizing intangible assets: Member relationships $ 18,491,000 $ 1,689,899 $ 16,801,101 15 Management contracts 2,021,000 189,469 1,831,531 16 Customer contracts 914,000 91,400 822,600 15 Trademarks 1,425,000 225,049 1,199,951 7-12 PHP technology 409,000 122,700 286,300 5 Indefinite life intangible - license 682,649 - 682,649 - Total $ 23,942,649 $ 2,318,517 $ 21,624,132 December 31, 2022 Amortizing intangible assets: Member relationships $ 16,899,000 $ 844,950 $ 16,054,050 15 Management contracts 2,021,000 94,734 1,926,266 16 Customer contracts 914,000 45,700 868,300 15 Trademarks 1,425,000 112,525 1,312,475 7-12 PHP technology 409,000 61,350 347,650 5 Indefinite life intangible - license 682,649 - 682,649 - Total $ 22,350,649 $ 1,159,259 $ 21,191,390 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | September 30, December 31, 2023 2022 Accrued wages and benefits $ 7,754,090 $ 4,235,167 Accrued other 7,019,183 2,005,646 Total accrued expenses and other current liabilities $ 14,773,273 $ 6,240,813 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt | |
Schedule of debt | Maturity Interest September 30, December 31, Dates Rates 2023 2022 Term loans secured by all assets 01/2024 - 12/2028 4.15 - 7.71% $ 8,555,677 $ 11,341,934 Term loans secured by property and equipment 01/2024 - 10/2028 3.59 - 9.75% 11,216,145 9,299,197 Line of credit secured by all assets 01/2024 - 11/2025 4.00 - 8.00% 3,371,676 2,623,479 Term loans of consolidated Real Estate Entities 10/2023 - 03/2037 2.84 - 5.75% 13,371,325 15,068,920 Unsecured convertible term notes 10/2025 8.00 - 10.00% 990,000 — Pre-paid advance (convertible debt) 03/2024 0.00% 5,661,124 — Total 43,165,947 38,333,530 Less: unamortized issuance costs and discount 845,786 112,802 Less: short-term lines of credit 3,371,676 2,623,479 Less: current portion of long-term debt 19,644,656 12,546,097 Total long-term debt $ 19,303,829 $ 23,051,152 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of lease of property and equipment | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 789,877 $ 862,642 $ 2,676,894 $ 1,555,311 Finance lease cost: Amortization of right-of-use assets $ 2,858,223 $ 3,539,969 $ 7,889,533 $ 4,467,633 Interest on lease liabilities 3,203,802 3,770,058 8,718,643 4,750,677 Total finance lease cost $ 6,062,025 $ 7,310,027 $ 16,608,176 $ 9,218,310 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock-based Compensation | |
Schedule of stock-based awards activity | Weighted Average Options Weighted Average Remaining Contractual Outstanding Exercise Price Life (Years) Options outstanding at April 1, 2022 merger date 6,500,010 $ 2.30 6.62 Options exercised (312,019) 2.08 Options cancelled — — Options outstanding at September 30, 2022 6,187,991 $ 2.30 6.17 Options outstanding at December 31, 2022 5,147,770 $ 2.30 7.60 Options exercised — — Options cancelled — — Options outstanding at September 30, 2023 5,147,770 $ 2.30 6.85 |
Schedule of stock options outstanding | Expiration Number Number Exercise Date Outstanding Exercisable Price March 15, 2025 157,196 157,196 $ 4.47 January 27, 2027 180,000 180,000 1.50 May 11, 2027 350,000 350,000 1.50 June 6, 2027 3,600 3,600 36.25 August 16, 2027 25,000 25,000 2.51 January 28, 2028 180,000 180,000 1.61 January 27, 2030 296,865 296,865 1.50 February 28, 2030 95,794 95,794 1.25 June 30, 2030 117,056 117,056 1.45 August 4, 2029 40,480 40,480 5.56 January 28, 2031 1,000,000 1,000,000 1.61 February 28, 2031 200,000 200,000 2.00 September 9, 2031 1,934,779 1,934,779 2.75 September 9, 2031 410,000 410,000 2.75 December 17, 2031 157,000 157,000 3.50 Total 5,147,770 5,147,770 |
Schedule of changes in restricted stock units | Shares (in thousands) Weighted Average Grant-Date Fair Value Per Share Non-vested awards, January 1, 2023 — — Granted 604 $1.01 Vested (215) 1.01 Non-vested awards, September 30, 2023 389 $1.01 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity | |
Schedule of common stock warrants | Weighted Average Warrants Weighted Average Remaining Contractual Outstanding Exercise Price Life (years) Warrants outstanding at April 1, 2022 merger date 12,401,240 $ 2.04 4.65 Warrants exercised (2,187,225) 2.27 Warrants outstanding at September 30, 2022 10,214,015 $ 2.04 4.60 Warrants outstanding at December 31, 2022 11,033,015 $ 1.96 3.80 Warrants issued 1,237,500 0.40 Warrants exercised (1,456,453) 1.55 Warrants expired (3,000) 25.00 Warrants outstanding at September 30, 2023 10,811,062 $ 1.83 3.35 |
Schedule of outstanding warrants | Expiration Number Number Exercise Date Outstanding Exercisable Price December 31, 2024 554,873 554,873 $ 6.67 October 31, 2025 16,250 16,250 1.25 October 31, 2025 1,566,451 1,566,451 1.55 February 26, 2026 288,235 288,235 4.00 July 31, 2026 2,532,900 2,532,900 1.55 May 31, 2027 4,614,853 4,614,853 1.75 September 30, 2029 1,237,500 1,237,500 0.40 Total 10,811,062 10,811,062 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings per Share | |
Schedule of earnings per share | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amounts attributable to Nutex Health Inc.: Numerator: Net income (loss) attributable to common stockholders $ (5,542,391) $ (412,186,266) $ (14,168,717) $ (410,028,269) Denominator: Weighted average shares used to compute basic EPS 665,055,603 649,577,082 657,590,265 629,787,661 Earnings (loss) per share: Basic $ (0.01) $ (0.62) $ (0.02) $ (0.65) Diluted $ (0.01) $ (0.62) $ (0.02) $ (0.65) |
Supplemental Cash Flows Infor_2
Supplemental Cash Flows Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flows Information | |
Schedule of supplemental cash flows information | Nine Months Ended September 30, 2023 2022 Cash paid for interest $ 858,773 $ 3,402,606 Cash paid for income taxes 737,000 7,595,105 Non-cash investing and financing activities: Financed capital expenditures 5,521,759 - Acquisition of finance leases 18,798,667 23,603,817 Exercise of warrants on cashless basis 1,268 - Issuance of restricted stock units 298,812 - Issuance of common stock to Apollo Medical Holdings, Inc. 1,900,000 - Deconsolidation of Real Estate Entity 4,258,133 - Convertible debt converted to common stock 5,151,509 - Warrants issued with convertible debt 175,710 - Payment for acquisition in common stock 750,000 - |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Schedule of segment information | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue from external customers: Hospital division $ 54,585,263 $ 21,244,305 $ 155,485,230 $ 151,976,226 Population health management division 8,137,709 7,150,753 22,491,613 13,594,007 Total revenue $ 62,722,972 $ 28,395,058 $ 177,976,843 $ 165,570,233 Segment operating income: Hospital division 7,238,738 (23,742,606) 21,122,489 18,997,515 Population health management division (172,525) 29,702 438,370 (257,002) Total segment operating income $ 7,066,213 $ (23,712,904) $ 21,560,859 $ 18,740,513 Capital expenditures: Hospital division 2,875,585 - 10,322,487 3,730,053 Real estate division - 5,890,738 - 18,782,411 Total capital expenditures $ 2,875,585 $ 5,890,738 $ 10,322,487 $ 22,512,464 Revenue from inter-segment activities: Real estate division $ 13,192,549 $ - $ 13,708,579 $ 11,989,212 Depreciation and amortization: Hospital division 4,238,498 3,748,431 11,518,388 8,844,757 Population health management division 401,566 431,986 1,201,227 819,970 Real estate division 105,877 149,750 189,233 194,786 Total depreciation and amortization $ 4,745,941 $ 4,330,167 $ 12,908,848 $ 9,859,513 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entities | |
Schedule of consolidated balance sheets | September 30, 2023 Real Estate Physician AHISP Entities LLCs IPA Current assets $ 438,235 $ 6,111,810 $ 10,326,963 Property and equipment, net - 3,668 91,546 Other long-term assets 46,730,762 - 29,653 Total assets $ 47,168,997 $ 6,115,478 $ 10,448,162 Current liabilities 876,464 5,854,614 10,448,162 Long-term liabilities 13,324,617 - - Total liabilities 14,201,081 5,854,614 10,448,162 Equity 32,967,916 260,864 - Total liabilities and equity $ 47,168,997 $ 6,115,478 $ 10,448,162 December 31, 2022 Real Estate Physician AHISP Entities LLCs IPA Current assets $ 3,466,811 $ 6,915,710 $ 6,641,448 Property and equipment, net 16,726,986 3,668 - Long-term assets 19,647,148 - 498,990 Total assets $ 39,840,945 $ 6,919,378 $ 7,140,438 Current liabilities 2,326,335 4,831,617 7,109,758 Long-term liabilities 15,019,633 - 30,680 Total liabilities 17,345,968 4,831,617 7,140,438 Equity 22,494,977 2,087,761 - Total liabilities and equity $ 39,840,945 $ 6,919,378 $ 7,140,438 |
Organization and Operations (De
Organization and Operations (Details) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 shares | Sep. 30, 2023 employee facility individual state shares | |
Number of hospital facilities | facility | 22 | |
Number of states the company operates within | state | 8 | |
Partner with physicians | individual | 900 | |
Number of full time employees | employee | 800 | |
Clinigence Holdings, Inc. | ||
Conversion ratio | 3.571428575 | |
Common Stock | ||
Common stock issued to Apollo Medical Holdings, Inc., (in shares) | 1,000,000 | |
Common Stock | Merger Agreement | ||
Common stock issued to Apollo Medical Holdings, Inc., (in shares) | 592,791,712 | |
Nutex Health Inc | Merger Agreement | Nutex Subsidiaries | Nutex Health Holdco L L C | ||
Ownership percentage | 84% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | 15 Months Ended | |
Mar. 31, 2023 entity | Jun. 30, 2022 entity | Sep. 30, 2023 segment | Jun. 30, 2023 entity | |
Number of deconsolidated Real Estate Entities | entity | 1 | 17 | 18 | |
Number of reportable segments | segment | 3 | |||
Physician LLC and Real Estate Entities | ||||
Ownership percentage | 100% | |||
Associated Hispanic Physicians of So. California | AHP Health Management Services Inc. | ||||
Percentage of control | 100% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revision of Prior Period Financial Statements - Statement of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Income (Loss) | ||||||||
Net income (loss) | $ (4,523,940) | $ (4,266,446) | $ (6,921,972) | $ (422,909,015) | $ (23,998,150) | $ 24,826,131 | $ (15,712,358) | $ (422,081,034) |
Less: net income (loss) attributable to noncontrolling interests | 1,018,451 | (10,722,749) | (1,543,641) | (12,052,765) | ||||
Net loss attributable to Nutex Health Inc. | $ (5,542,391) | (412,186,266) | $ (14,168,717) | (410,028,269) | ||||
As Reported | ||||||||
Net Income (Loss) | ||||||||
Net income (loss) | (433,240,552) | (432,412,571) | ||||||
Less: net income (loss) attributable to noncontrolling interests | (10,722,749) | (12,052,765) | ||||||
Net loss attributable to Nutex Health Inc. | (422,517,803) | (420,359,806) | ||||||
Revisions | ||||||||
Net Income (Loss) | ||||||||
Net income (loss) | 10,331,537 | 10,331,537 | ||||||
Net loss attributable to Nutex Health Inc. | 10,331,537 | 10,331,537 | ||||||
As Revised | ||||||||
Net Income (Loss) | ||||||||
Net income (loss) | (422,909,015) | (422,081,034) | ||||||
Less: net income (loss) attributable to noncontrolling interests | (10,722,749) | (12,052,765) | ||||||
Net loss attributable to Nutex Health Inc. | $ (412,186,266) | $ (410,028,269) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revision of Prior Period Financial Statements - Changes in Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revision of Prior Period Financial Statements | ||||||||||
Reverse acquisition with Clinigence | $ 750,000 | $ 436,695,013 | ||||||||
Deconsolidation of Real Estate Entities | $ 4,258,133 | |||||||||
Equity: | ||||||||||
Common stock | 670,712 | 670,712 | $ 650,224 | |||||||
Additional paid-in capital | 466,711,720 | 466,711,720 | 458,498,402 | |||||||
Retained earnings | (377,454,642) | (377,454,642) | (363,285,925) | |||||||
Noncontrolling interests | 14,976,943 | 14,976,943 | 24,464,699 | |||||||
Total equity | 104,904,733 | $ 108,226,179 | $ 109,538,154 | $ 132,528,002 | 556,082,706 | $ 187,423,361 | 104,904,733 | $ 132,528,002 | 120,327,400 | $ 191,581,010 |
Net Income (Loss) | ||||||||||
Net loss | (4,523,940) | (4,266,446) | (6,921,972) | (422,909,015) | (23,998,150) | 24,826,131 | (15,712,358) | (422,081,034) | ||
Less: net income (loss) attributable to noncontrolling interests | 1,018,451 | (10,722,749) | (1,543,641) | (12,052,765) | ||||||
Net loss attributable to Nutex Health Inc. | (5,542,391) | (412,186,266) | (14,168,717) | (410,028,269) | ||||||
Common Stock | ||||||||||
Revision of Prior Period Financial Statements | ||||||||||
Reverse acquisition with Clinigence | 2,542 | 50,961 | ||||||||
Equity: | ||||||||||
Total equity | 670,712 | 660,742 | 651,926 | 649,770 | 648,918 | 592,792 | 670,712 | 649,770 | 650,224 | 592,792 |
Additional Paid-in Capital | ||||||||||
Revision of Prior Period Financial Statements | ||||||||||
Reverse acquisition with Clinigence | 747,458 | 436,449,305 | ||||||||
Equity: | ||||||||||
Total equity | 466,711,720 | 463,869,968 | 460,396,700 | 458,471,081 | 457,070,684 | 11,742,891 | 466,711,720 | 458,471,081 | 458,498,402 | 11,742,891 |
Retained Earnings (Accumulated Deficit) | ||||||||||
Equity: | ||||||||||
Total equity | (377,454,642) | (371,912,251) | (368,433,204) | (348,635,730) | 63,550,536 | 96,643,530 | (377,454,642) | (348,635,730) | (363,285,925) | 102,315,623 |
Net Income (Loss) | ||||||||||
Net loss | (5,542,391) | (3,479,047) | (5,147,279) | (412,186,266) | (19,284,846) | 21,442,843 | ||||
Noncontrolling Interests | ||||||||||
Revision of Prior Period Financial Statements | ||||||||||
Reverse acquisition with Clinigence | 194,747 | |||||||||
Equity: | ||||||||||
Total equity | 14,976,943 | 15,607,720 | 16,922,732 | 22,042,881 | 34,812,568 | 78,444,148 | $ 14,976,943 | 22,042,881 | $ 24,464,699 | $ 76,929,704 |
Net Income (Loss) | ||||||||||
Net loss | $ 1,018,451 | $ (787,399) | $ (1,774,693) | (10,722,749) | $ (4,713,304) | $ 3,383,288 | ||||
As Reported | ||||||||||
Equity: | ||||||||||
Total equity | 132,528,002 | 132,528,002 | ||||||||
Net Income (Loss) | ||||||||||
Net loss | (433,240,552) | (432,412,571) | ||||||||
Less: net income (loss) attributable to noncontrolling interests | (10,722,749) | (12,052,765) | ||||||||
Net loss attributable to Nutex Health Inc. | (422,517,803) | (420,359,806) | ||||||||
As Reported | Common Stock | ||||||||||
Equity: | ||||||||||
Common stock | 649,770 | 649,770 | ||||||||
As Reported | Additional Paid-in Capital | ||||||||||
Equity: | ||||||||||
Additional paid-in capital | 468,802,618 | 468,802,618 | ||||||||
As Reported | Retained Earnings (Accumulated Deficit) | ||||||||||
Equity: | ||||||||||
Retained earnings | (358,967,267) | (358,967,267) | ||||||||
As Reported | Noncontrolling Interests | ||||||||||
Equity: | ||||||||||
Noncontrolling interests | 22,042,881 | 22,042,881 | ||||||||
Revisions | ||||||||||
Net Income (Loss) | ||||||||||
Net loss | 10,331,537 | 10,331,537 | ||||||||
Net loss attributable to Nutex Health Inc. | 10,331,537 | 10,331,537 | ||||||||
Revisions | Additional Paid-in Capital | ||||||||||
Equity: | ||||||||||
Additional paid-in capital | 10,331,537 | 10,331,537 | ||||||||
Revisions | Retained Earnings (Accumulated Deficit) | ||||||||||
Equity: | ||||||||||
Retained earnings | (10,331,537) | (10,331,537) | ||||||||
As Revised | ||||||||||
Equity: | ||||||||||
Total equity | 132,528,002 | 132,528,002 | ||||||||
Net Income (Loss) | ||||||||||
Net loss | (422,909,015) | (422,081,034) | ||||||||
Less: net income (loss) attributable to noncontrolling interests | (10,722,749) | (12,052,765) | ||||||||
Net loss attributable to Nutex Health Inc. | (412,186,266) | (410,028,269) | ||||||||
As Revised | Common Stock | ||||||||||
Equity: | ||||||||||
Common stock | 649,770 | 649,770 | ||||||||
As Revised | Additional Paid-in Capital | ||||||||||
Equity: | ||||||||||
Additional paid-in capital | 458,471,081 | 458,471,081 | ||||||||
As Revised | Retained Earnings (Accumulated Deficit) | ||||||||||
Equity: | ||||||||||
Retained earnings | (348,635,730) | (348,635,730) | ||||||||
As Revised | Noncontrolling Interests | ||||||||||
Equity: | ||||||||||
Noncontrolling interests | $ 22,042,881 | $ 22,042,881 |
Business Combinations - Total c
Business Combinations - Total consideration in the merger (Details) - USD ($) | 9 Months Ended | |
Apr. 01, 2022 | Sep. 30, 2023 | |
Business combinations | ||
Fair value of Clinigence common shares at $6.40 per share (50,961,109 shares) | $ 326,151,098 | |
Fair value of Clinigence outstanding common stock options and warrants | 110,543,915 | |
Total consideration | $ 436,695,013 | |
Clinigence Holdings, Inc. | ||
Business combinations | ||
Fair value per share | $ 6.40 | |
Number of shares | 50,961,109 |
Business Combinations - Total p
Business Combinations - Total purchase consideration to acquired assets and assumed liabilities (Details) | Sep. 30, 2023 USD ($) |
Business Combinations | |
Cash and cash equivalents | $ 12,716,228 |
Accounts receivable, net | 2,127,076 |
Prepaid expenses and other current assets | 127,384 |
Property and equipment, net | 14,793 |
Right of use asset, net | 86,989 |
Intangible assets, net | 21,668,000 |
Goodwill | 414,006,378 |
Accounts payable and accrued expenses | (3,966,100) |
Deferred revenue | (92,111) |
Convertible notes payable, net | (3,771,858) |
Term note payable | (674,526) |
Lease liability | (91,238) |
Deferred tax liability | (5,456,002) |
Assets acquired | $ 436,695,013 |
Business Combinations - Supplem
Business Combinations - Supplemental pro forma financial information (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Business Combinations | |
Revenue | $ | $ 171,779,408 |
Net loss attributable to Nutex Health Inc. | $ | $ (434,709,956) |
Pro forma basic earnings per share | $ / shares | $ (0.69) |
Pro forma diluted earnings per share | $ / shares | $ (0.69) |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business combinations | ||||
Non-cash impairment charge | $ 398,100,000 | |||
Fair value adjustment of common stock options and warrants assumed | $ 10,300,000 | |||
Acquisition-related costs | $ 43,464 | 43,464 | $ 3,885,666 | $ 3,900,000 |
Pro forma income | $ 14,200,000 | |||
Minimum | ||||
Business combinations | ||||
Useful life | 5 years | 5 years | ||
Maximum | ||||
Business combinations | ||||
Useful life | 16 years | 16 years |
Business Combinations - 2023 Ac
Business Combinations - 2023 Acquisitions (Details) shares in Millions, $ in Millions | Aug. 01, 2023 USD ($) facility shares |
Business Acquisition [Line Items] | |
Contingent consideration in cash | $ 0.4 |
Contingent consideration in shares value | $ 0.5 |
PHA and MCIC | |
Business Acquisition [Line Items] | |
Florida based IPAs | facility | 2 |
Purchase consideration in cash | $ 0.8 |
Purchase consideration shares (shares) | shares | 0.8 |
Revenue - Disaggregate revenue
Revenue - Disaggregate revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue | ||||
Revenues | $ 62,722,972 | $ 28,395,058 | $ 177,976,843 | $ 165,570,233 |
Hospital division | ||||
Disaggregation of Revenue | ||||
Revenues | 54,585,263 | 21,244,305 | 155,485,230 | 151,976,226 |
Population health management division | ||||
Disaggregation of Revenue | ||||
Revenues | 8,137,709 | 7,150,753 | 22,491,613 | 13,594,007 |
Net Patient Service Revenue | Hospital division | ||||
Disaggregation of Revenue | ||||
Revenues | 54,759,158 | 20,840,305 | 154,593,033 | 150,866,044 |
Capitation Revenue Net | Population health management division | ||||
Disaggregation of Revenue | ||||
Revenues | 7,234,927 | 4,888,094 | 19,503,063 | 10,038,436 |
Management Fees | Hospital division | ||||
Disaggregation of Revenue | ||||
Revenues | (173,895) | 404,000 | 892,197 | 1,110,182 |
Management Fees | Population health management division | ||||
Disaggregation of Revenue | ||||
Revenues | 670,107 | 1,701,719 | 2,143,260 | 2,704,519 |
Saas Revenue | Population health management division | ||||
Disaggregation of Revenue | ||||
Revenues | $ 232,675 | $ 560,940 | $ 845,290 | $ 851,052 |
Revenue - Insurance Coverage (D
Revenue - Insurance Coverage (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue | ||||
Life Insurance Assumed Ratio | 100% | 100% | 100% | 100% |
Insurance | ||||
Disaggregation of Revenue | ||||
Life Insurance Assumed Ratio | 92% | 91% | 93% | 94% |
Self pay | ||||
Disaggregation of Revenue | ||||
Life Insurance Assumed Ratio | 5% | 7% | 4% | 5% |
Workers compensation | ||||
Disaggregation of Revenue | ||||
Life Insurance Assumed Ratio | 2% | 1% | 2% | 1% |
Medicare/Medicaid | ||||
Disaggregation of Revenue | ||||
Life Insurance Assumed Ratio | 1% | 1% | 1% | 0% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred revenue | $ 0.1 | $ 0.1 |
Minimum | ||
Percentage of net patient service revenue | 90% |
Property and Equipment - Catego
Property and Equipment - Categories (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment | ||
Property and equipment, gross | $ 101,848,930 | $ 95,106,230 |
Less: accumulated depreciation | (16,352,318) | (13,011,878) |
Total property and equipment, net | $ 85,496,612 | 82,094,352 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Useful Life (years) | 39 years | |
Property and equipment, gross | $ 8,968,439 | 8,521,996 |
Land | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 4,401,888 | 3,721,576 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 28,855,241 | 28,855,239 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment | ||
Useful Life (years) | 10 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment | ||
Useful Life (years) | 39 years | |
Construction in progress | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 16,356,304 | 19,389,329 |
Medical equipment | ||
Property, Plant and Equipment | ||
Useful Life (years) | 10 years | |
Property and equipment, gross | $ 34,163,757 | 28,744,664 |
Office furniture and equipment | ||
Property, Plant and Equipment | ||
Useful Life (years) | 7 years | |
Property and equipment, gross | $ 3,333,445 | 2,860,680 |
Computer hardware and software | ||
Property, Plant and Equipment | ||
Useful Life (years) | 5 years | |
Property and equipment, gross | $ 4,204,638 | 1,713,434 |
Vehicles | ||
Property, Plant and Equipment | ||
Useful Life (years) | 5 years | |
Property and equipment, gross | $ 135,590 | 135,590 |
Signage | ||
Property, Plant and Equipment | ||
Useful Life (years) | 10 years | |
Property and equipment, gross | $ 1,429,628 | $ 1,163,722 |
Property and Equipment (Details
Property and Equipment (Details) | 3 Months Ended | 9 Months Ended | 15 Months Ended | ||||
Sep. 30, 2023 USD ($) | Mar. 31, 2023 entity | Sep. 30, 2022 USD ($) | Jun. 30, 2022 entity | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2023 entity | |
Property, Plant and Equipment | |||||||
Number of deconsolidated Real Estate Entities | entity | 1 | 17 | 18 | ||||
Depreciation and amortization | $ 4,745,941 | $ 4,330,167 | $ 12,908,848 | $ 9,859,513 | |||
Property, Plant and Equipment | |||||||
Property, Plant and Equipment | |||||||
Depreciation and amortization | $ 1,600,000 | $ 1,400,000 | 4,000,000 | $ 2,100,000 | |||
Construction in progress | |||||||
Property, Plant and Equipment | |||||||
Assets placed into service | $ 3,200,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Components (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets | |||||
Gross Carrying Amount | $ 23,942,649 | $ 23,942,649 | $ 22,350,649 | ||
Accumulated amortization | 2,318,517 | 2,318,517 | 1,159,259 | ||
Net Carrying Amount | 21,624,132 | 21,624,132 | 21,191,390 | ||
Amortization of intangible assets | 400,000 | $ 400,000 | 1,200,000 | $ 400,000 | |
Goodwill | $ 17,935,036 | $ 17,935,036 | 17,010,637 | ||
Minimum | |||||
Finite-Lived Intangible Assets | |||||
Weighted Average Useful Life (in years) | 5 years | 5 years | |||
Maximum | |||||
Finite-Lived Intangible Assets | |||||
Weighted Average Useful Life (in years) | 16 years | 16 years | |||
License | |||||
Finite-Lived Intangible Assets | |||||
Indefinite life intangible | $ 682,649 | $ 682,649 | 682,649 | ||
Member relationships | |||||
Finite-Lived Intangible Assets | |||||
Gross Carrying Amount | 18,491,000 | 18,491,000 | 16,899,000 | ||
Accumulated amortization | 1,689,899 | 1,689,899 | 844,950 | ||
Net Carrying Amount | $ 16,801,101 | $ 16,801,101 | $ 16,054,050 | ||
Weighted Average Useful Life (in years) | 15 years | 15 years | 15 years | ||
Management contracts | |||||
Finite-Lived Intangible Assets | |||||
Gross Carrying Amount | $ 2,021,000 | $ 2,021,000 | $ 2,021,000 | ||
Accumulated amortization | 189,469 | 189,469 | 94,734 | ||
Net Carrying Amount | $ 1,831,531 | $ 1,831,531 | $ 1,926,266 | ||
Weighted Average Useful Life (in years) | 16 years | 16 years | 16 years | ||
Customer contracts | |||||
Finite-Lived Intangible Assets | |||||
Gross Carrying Amount | $ 914,000 | $ 914,000 | $ 914,000 | ||
Accumulated amortization | 91,400 | 91,400 | 45,700 | ||
Net Carrying Amount | $ 822,600 | $ 822,600 | $ 868,300 | ||
Weighted Average Useful Life (in years) | 15 years | 15 years | 15 years | ||
Trademarks | |||||
Finite-Lived Intangible Assets | |||||
Gross Carrying Amount | $ 1,425,000 | $ 1,425,000 | $ 1,425,000 | ||
Accumulated amortization | 225,049 | 225,049 | 112,525 | ||
Net Carrying Amount | $ 1,199,951 | $ 1,199,951 | $ 1,312,475 | ||
Trademarks | Minimum | |||||
Finite-Lived Intangible Assets | |||||
Weighted Average Useful Life (in years) | 7 years | 7 years | 7 years | ||
Trademarks | Maximum | |||||
Finite-Lived Intangible Assets | |||||
Weighted Average Useful Life (in years) | 12 years | 12 years | 12 years | ||
PHP technology | |||||
Finite-Lived Intangible Assets | |||||
Gross Carrying Amount | $ 409,000 | $ 409,000 | $ 409,000 | ||
Accumulated amortization | 122,700 | 122,700 | 61,350 | ||
Net Carrying Amount | $ 286,300 | $ 286,300 | $ 347,650 | ||
Weighted Average Useful Life (in years) | 5 years | 5 years | 5 years |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities | ||
Accrued wages and benefits | $ 7,754,090 | $ 4,235,167 |
Accrued other | 7,019,183 | 2,005,646 |
Total accrued expenses and other current liabilities | $ 14,773,273 | $ 6,240,813 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument | ||
Total | $ 43,165,947 | $ 38,333,530 |
Less: unamortized issuance costs and discount | 845,786 | 112,802 |
Less: short-term lines of credit | 3,371,676 | 2,623,479 |
Less: current portion of long-term debt | 19,644,656 | 12,546,097 |
Long-term debt, net | 19,303,829 | 23,051,152 |
Term loans secured by all assets | ||
Debt Instrument | ||
Total | $ 8,555,677 | $ 11,341,934 |
Term loans secured by all assets | Minimum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 4.15% | 4.15% |
Term loans secured by all assets | Maximum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 7.71% | 7.71% |
Term loans secured by property and equipment | ||
Debt Instrument | ||
Total | $ 11,216,145 | $ 9,299,197 |
Term loans secured by property and equipment | Minimum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 3.59% | 3.59% |
Term loans secured by property and equipment | Maximum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 9.75% | 9.75% |
Line of credit secured by all assets | ||
Debt Instrument | ||
Total | $ 3,371,676 | $ 2,623,479 |
Line of credit secured by all assets | Minimum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 4% | 4% |
Line of credit secured by all assets | Maximum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 8% | 8% |
Term loans of consolidated Real Estate Entities | ||
Debt Instrument | ||
Total | $ 13,371,325 | $ 15,068,920 |
Term loans of consolidated Real Estate Entities | Minimum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 2.84% | 2.84% |
Term loans of consolidated Real Estate Entities | Maximum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 5.75% | 5.75% |
Unsecured convertible term notes | ||
Debt Instrument | ||
Total | $ 990,000 | |
Unsecured convertible term notes | Minimum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 8% | |
Unsecured convertible term notes | Maximum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 10% | |
Prepaid Advance | ||
Debt Instrument | ||
Interest Rates (as percentage) | 0% | |
Total | $ 5,661,124 |
Debt - Term Loans and Lines of
Debt - Term Loans and Lines of Credit (Details) $ in Millions | 3 Months Ended | 15 Months Ended | ||
Mar. 31, 2023 entity | Jun. 30, 2022 entity | Jun. 30, 2023 entity | Sep. 30, 2023 USD ($) | |
Debt | ||||
Number of deconsolidated Real Estate Entities | entity | 1 | 17 | 18 | |
Debt instrument not in compliance with debt service coverage ratio | $ 1 | |||
Remaining borrowing capacity | $ 1.4 |
Debt - Pre-Paid Advance Agreeme
Debt - Pre-Paid Advance Agreement (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jun. 22, 2023 USD ($) | Apr. 11, 2023 USD ($) D $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Sep. 30, 2022 | Apr. 01, 2022 | |
Debt Instrument [Line Items] | ||||||||||
Net Proceeds | $ 891,000 | |||||||||
Debt Issuance Costs | $ 845,786 | $ 845,786 | 845,786 | $ 112,802 | ||||||
Common stock issued | $ 1,900,000 | $ 1,900,000 | ||||||||
Warrant duration | 6 years | 6 years | 6 years | 4 years 7 months 6 days | 4 years 7 months 24 days | |||||
Warrants issued to purchase of common stock | shares | 806,453 | 650,000 | ||||||||
Current portion of long-term debt | $ 19,644,656 | $ 19,644,656 | $ 19,644,656 | 12,546,097 | ||||||
Debt Instrument Carrying Amount | $ 43,165,947 | $ 43,165,947 | $ 43,165,947 | $ 38,333,530 | ||||||
Historical volatility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair value of the warrant | 1.238 | 1.238 | 1.238 | |||||||
September 2023 Private Offering | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principle amount | $ 50,000 | $ 50,000 | $ 50,000 | |||||||
Debt discount | 300,000 | 300,000 | 300,000 | |||||||
Investment units issuable (per unit) | $ 50,000 | $ 50,000 | $ 50,000 | |||||||
Conversion price per share | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | |||||||
Warrant duration | 6 years | 6 years | 6 years | |||||||
Warrants issued to purchase of common stock | shares | 62,500 | 62,500 | 62,500 | |||||||
Exercise Price | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | |||||||
Interest rate paid in cash (in percent) | 8% | |||||||||
Interest rate paid in kind (in percent) | 10% | |||||||||
Grace days for payment of outstanding principal amount and accrued interests (in days) | 30 days | |||||||||
Adjusted interest rate payable | 12% | |||||||||
Net cash proceeds, received | $ 900,000 | $ 900,000 | ||||||||
Recorded as equity for the warrant | $ 100,000 | $ 100,000 | $ 100,000 | |||||||
Interest Rate, Effective Percentage | 25.08% | 25.08% | 25.08% | |||||||
September 2023 Private Offering | Risk-free interest rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair value of the warrant | 0.0460 | 0.0460 | 0.0460 | |||||||
Maximum | September 2023 Private Offering | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock issued | $ 15,000,000 | |||||||||
Emerson Equity LLC ("Emerson") | Placement agent, September 2023 private offering | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Cash commission payable (in percent) | 10% | 10% | 10% | |||||||
Percentage of warrants to purchase common stock on total units | 20% | 20% | 20% | |||||||
Prepaid Advance | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rates (as percentage) | 0% | |||||||||
Debt Instrument Carrying Amount | $ 5,661,124 | $ 5,661,124 | $ 5,661,124 | |||||||
Prepaid Advance | Yorkville | Pre-Paid Advance Agreement with Yorkville | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum Amount of Advance may Request | $ 25,000,000 | |||||||||
Percentage of the face amount for issue | 90% | |||||||||
Initial Prepaid Advance Requested | $ 25,000,000 | |||||||||
Initial pre-paid advance amount with expenses | 15,000,000 | |||||||||
Agreed pre-paid advance based on conditions | 10,000,000 | |||||||||
Prepaid Advance Agreed Not to Fund | $ 10,000,000 | |||||||||
Maximum amount of pre-paid advances | $ 100,000,000 | |||||||||
Maximum Aggregate prepaid advances period | 18 months | |||||||||
Initial pre-paid advances per share | $ / shares | $ 1 | |||||||||
Percentage of volume weighted average price | 100% | |||||||||
Average percentage of volume weighted average price | 92% | |||||||||
Threshold number of specified trading days | D | 7 | |||||||||
Pre-paid advances per share | 0.1851% | |||||||||
Threshold Initial Prepaid Advance | $ 7,500,000 | |||||||||
Threshold Consecutive Trading Days | D | 30 | |||||||||
Beneficial Ownership Percent | 4.99% | |||||||||
Interest Rates (as percentage) | 0% | |||||||||
Interest Rate Upon Events of Default | 15% | |||||||||
Maturity date | 12 months | |||||||||
Debt Instrument, Threshold Trading Days | D | 5 | |||||||||
Debt Instrument, Threshold Consecutive Trading Days | D | 7 | |||||||||
Threshold Share Price as Percent of Floor Price | 120% | |||||||||
Threshold Consecutive Trading Days | D | 5 | |||||||||
Prepayment, Threshold Consecutive Trading Days | D | 10 | |||||||||
Prepayment, Notice Period | 10 days | |||||||||
Prepayment Premium | 6% | |||||||||
Net Proceeds | $ 13,500,000 | |||||||||
Percentage of debt discount | 10% | |||||||||
Debt discount | $ 1,500,000 | |||||||||
Debt Issuance Costs | $ 900,000 | |||||||||
Convertible notes, converted to shares | shares | 15,500,000 | |||||||||
Debt, Converted Instrument, Amount | $ 5,900,000 | |||||||||
Optional prepayment | $ 3,700,000 | |||||||||
Convertible Debt, Principal | 3,500,000 | |||||||||
Prepayment Premium | $ 200,000 | |||||||||
Current portion of long-term debt | 5,100,000 | 5,100,000 | 5,100,000 | |||||||
Debt Instrument Carrying Amount | 5,600,000 | 5,600,000 | 5,600,000 | |||||||
Discount and Debt Issuance Costs | $ (500,000) | (500,000) | (500,000) | |||||||
Interest Expense | $ 500,000 | $ 2,200,000 | ||||||||
Interest Rate, Effective Percentage | 19.40% | 19.40% | 19.40% | |||||||
Additional number of common shares issuable | shares | 114,300,000 | |||||||||
Prepaid Advance | Yorkville | Pre-Paid Advance Agreement with Yorkville | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principle amount | 100,000,000 | |||||||||
Pre-paid Advance Amount | $ 25,000,000 | |||||||||
Percentage of Company's outstanding shares | 19.90% | |||||||||
Prepaid Advance | Yorkville | Pre-Paid Advance Agreement with Yorkville | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Pre-paid Advance Amount | $ 5,000,000 |
Debt - Convertible Notes Payabl
Debt - Convertible Notes Payable (Details) - Convertible Notes Payable $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Debt Instrument | |
Principle amount | $ 5.4 |
Convertible notes, converted to shares | shares | 3,474,430 |
Conversion price per share | $ / shares | $ 1.55 |
Debt discount | $ 1.7 |
Debt discount accretion period | 4 months |
Leases - Leases of property and
Leases - Leases of property and equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||||
Operating lease cost | $ 789,877 | $ 862,642 | $ 2,676,894 | $ 1,555,311 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 2,858,223 | 3,539,969 | 7,889,533 | 4,467,633 |
Interest on lease liabilities | 3,203,802 | 3,770,058 | 8,718,643 | 4,750,677 |
Total finance lease cost | $ 6,062,025 | $ 7,310,027 | $ 16,608,176 | $ 9,218,310 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) | 9 Months Ended | 12 Months Ended | |
Jun. 29, 2023 shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |
Common stock outstanding | 670,711,741 | 650,223,840 | |
Equity Incentive 2022 Plan | |||
Share-Based Payment Arrangement | |||
Maximum aggregate number of shares that may be issued | 5,000,000 | ||
Percentage company can increase stock-based compensation shares | 5% | ||
Shares available for issuance | 1,248,072 | ||
Multiplying factor | 10 | ||
Share price | $ / shares | $ 2.80 | ||
Equity Incentive 2023 Plan | |||
Share-Based Payment Arrangement | |||
Number of additional shares authorized | 8,751,928 | ||
Shares available for issuance | 10,000,000 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Awards Activity (Details) - $ / shares | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement Roll-Forward | ||||
Options, Outstanding, Beginning Balance | 6,500,010 | 5,147,770 | ||
Options exercised | (312,019) | |||
Options, Outstanding, Ending Balance | 6,500,010 | 6,187,991 | 5,147,770 | 5,147,770 |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Beginning Balance | $ 2.30 | $ 2.30 | ||
Weighted Average Exercise Price, Options Exercised | 2.08 | |||
Weighted Average Exercise Price, Ending Balance | $ 2.30 | $ 2.30 | $ 2.30 | $ 2.30 |
Weighted Average Remaining Contractual Life (Years) | 6 years 7 months 13 days | 6 years 2 months 1 day | 6 years 10 months 6 days | 7 years 7 months 6 days |
Stock-based Compensation - Opti
Stock-based Compensation - Options Outstanding (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Apr. 01, 2022 |
Share-Based Payment Arrangement | ||||
Number Outstanding | 5,147,770 | 5,147,770 | 6,187,991 | 6,500,010 |
Number Exercisable | 5,147,770 | |||
Exercise Price | $ 2.30 | $ 2.30 | $ 2.30 | $ 2.30 |
March 15, 2025 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 157,196 | |||
Number Exercisable | 157,196 | |||
Exercise Price | $ 4.47 | |||
January 27, 2027 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 180,000 | |||
Number Exercisable | 180,000 | |||
Exercise Price | $ 1.50 | |||
May 11, 2027 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 350,000 | |||
Number Exercisable | 350,000 | |||
Exercise Price | $ 1.50 | |||
June 6, 2027 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 3,600 | |||
Number Exercisable | 3,600 | |||
Exercise Price | $ 36.25 | |||
August 16, 2027 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 25,000 | |||
Number Exercisable | 25,000 | |||
Exercise Price | $ 2.51 | |||
January 28, 2028 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 180,000 | |||
Number Exercisable | 180,000 | |||
Exercise Price | $ 1.61 | |||
January 27, 2030 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 296,865 | |||
Number Exercisable | 296,865 | |||
Exercise Price | $ 1.50 | |||
February 28, 2030 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 95,794 | |||
Number Exercisable | 95,794 | |||
Exercise Price | $ 1.25 | |||
June 30, 2030 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 117,056 | |||
Number Exercisable | 117,056 | |||
Exercise Price | $ 1.45 | |||
August 4, 2029 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 40,480 | |||
Number Exercisable | 40,480 | |||
Exercise Price | $ 5.56 | |||
January 28, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 1,000,000 | |||
Number Exercisable | 1,000,000 | |||
Exercise Price | $ 1.61 | |||
February 28, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 200,000 | |||
Number Exercisable | 200,000 | |||
Exercise Price | $ 2 | |||
September 9, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 1,934,779 | |||
Number Exercisable | 1,934,779 | |||
Exercise Price | $ 2.75 | |||
September 9, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 410,000 | |||
Number Exercisable | 410,000 | |||
Exercise Price | $ 2.75 | |||
December 17, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 157,000 | |||
Number Exercisable | 157,000 | |||
Exercise Price | $ 3.50 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units Issued and Vested (Details) - RSUs - USD ($) $ in Millions | 9 Months Ended | |||
Mar. 01, 2025 | Mar. 01, 2024 | Apr. 01, 2023 | Sep. 30, 2023 | |
Share-Based Payment Arrangement | ||||
Value of shares issued | $ 0.6 | |||
Issued | 604,158 | |||
Vested | 214,719 | 215,000 | ||
Subsequent Event | ||||
Share-Based Payment Arrangement | ||||
Vested | 194,719 | 194,719 |
Stock-based Compensation - Re_2
Stock-based Compensation - Restricted Stock Units (Details) - RSUs $ / shares in Units, $ in Millions | 9 Months Ended | |
Apr. 01, 2023 shares | Sep. 30, 2023 USD ($) item $ / shares shares | |
Share-Based Payment Arrangement Rollforward | ||
Granted | shares | 604,000 | |
Vested | shares | (214,719) | (215,000) |
Ending balance | shares | 389,000 | |
Weighted Average Grant-Date Fair Value Per Share | ||
Granted | $ / shares | $ 1.01 | |
Vested | $ / shares | 1.01 | |
Ending balance | $ / shares | $ 1.01 | |
Unrecognized compensation cost | $ | $ 0.3 | |
Share-based award vesting period | 1 year 1 month 6 days | |
Vesting Rights, Percentage | 33.33% | |
Award Vesting, Number of Anniversaries | item | 3 |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan | 1 Months Ended |
May 31, 2023 shares | |
Share-Based Payment Arrangement | |
Percentage of the market value at which employee stock purchase plan participants are entitled to purchase stock under the plan | 85% |
Maximum | |
Share-Based Payment Arrangement | |
Shares authorized | 5,000,000 |
Equity (Details)
Equity (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||
Aug. 01, 2023 shares | Apr. 01, 2023 shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) Vote $ / shares shares | Mar. 31, 2023 shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Sep. 30, 2022 shares | Sep. 30, 2023 USD ($) Vote $ / shares shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2023 shares | Dec. 31, 2022 $ / shares shares | Apr. 01, 2022 shares | |
Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Common stock authorized | 950,000,000 | 950,000,000 | 950,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Number of votes entitled to each common stock holders | Vote | 1 | 1 | |||||||||||
Stock-based compensation expense | $ | $ 49,167 | $ 81,249 | $ 2,198,812 | $ 135,415 | |||||||||
Common stock issued for exercise of options , shares | 312,019 | ||||||||||||
Common stock issued for exercise of options | $ | $ 644,974 | ||||||||||||
Warrants outstanding | 10,811,062 | 10,811,062 | |||||||||||
Warrants issued to purchase of common stock | 806,453 | 806,453 | 650,000 | ||||||||||
Warrant duration | 6 years | 4 years 7 months 6 days | 4 years 7 months 6 days | 6 years | 4 years 7 months 6 days | 4 years 7 months 24 days | |||||||
Common Stock | |||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Common stock issued for acquisition (in shares) | 50,961,109 | 2,541,511 | 50,961,109 | ||||||||||
Common stock issued to Apollo Medical Holdings, Inc., (in shares) | 1,000,000 | ||||||||||||
Common stock issued for exercise of options , shares | 312,019 | ||||||||||||
Common stock issued for exercise of options | $ | $ 312 | ||||||||||||
Common Stock | Stock Purchase Agreement | Apollo Medical Holdings, Inc. | |||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Common stock issued to Apollo Medical Holdings, Inc., (in shares) | 1,000,000 | ||||||||||||
Stock-based compensation expense | $ | $ 1,900,000 | ||||||||||||
PHA and MCIC | |||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Common stock issued for acquisition (in shares) | 2,541,511 | ||||||||||||
Common Stock Warrants | |||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Warrants outstanding | 10,811,062 | 10,214,015 | 10,214,015 | 10,811,062 | 10,214,015 | 11,033,015 | 12,401,240 | ||||||
Warrants issued to purchase of common stock | 1,237,500 | 1,237,500 | |||||||||||
Warrant duration | 3 years 4 months 6 days | 3 years 4 months 6 days | 3 years 9 months 18 days | ||||||||||
Common Stock Warrants | September 2023 Private Offering | |||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Warrants issued to purchase of common stock | 1,237,500 | 1,237,500 | |||||||||||
Strike price | $ / shares | $ 0.40 | $ 0.40 | |||||||||||
Warrant duration | 6 years | 6 years |
Equity - Common Stock Warrants
Equity - Common Stock Warrants (Details) - $ / shares | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | |
Warrants Outstanding | ||||||
Warrants issued | 650,000 | 806,453 | ||||
Warrants outstanding, ending balance | 10,811,062 | |||||
Warrants Weighted Average Exercise Price | ||||||
Warrants Weighted Average Remaining Contractual Life (years) | 4 years 7 months 6 days | 6 years | 4 years 7 months 24 days | |||
Common Stock Warrants | ||||||
Warrants Outstanding | ||||||
Warrants outstanding, beginning balance | 12,401,240 | 11,033,015 | ||||
Warrants issued | 1,237,500 | |||||
Warrants exercised | (2,187,225) | (1,456,453) | ||||
Warrants expired | (3,000) | |||||
Warrants outstanding, ending balance | 10,214,015 | 10,811,062 | ||||
Warrants Weighted Average Exercise Price | ||||||
Warrants outstanding, beginning balance (in dollars per share) | $ 2.04 | $ 1.96 | ||||
Warrant issued (in dollar per share) | 0.40 | |||||
Warrants exercised (in dollars per share) | 2.27 | 1.55 | ||||
Warrants expired (in dollars per share) | 25 | |||||
Warrants outstanding, ending balance (in dollars per share) | $ 2.04 | $ 1.83 | ||||
Warrants Weighted Average Remaining Contractual Life (years) | 3 years 4 months 6 days | 3 years 9 months 18 days |
Equity - Schedule of Outstandin
Equity - Schedule of Outstanding Warrants (Details) - $ / shares | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 |
Share-Based Payment Arrangement | |||
Number Outstanding | 10,811,062 | ||
Number Exercisable | 10,811,062 | ||
Number of shares issued in satisfaction of cashless exercises | 566,042 | 702,285 | |
Warrants issued to purchase of common stock | 650,000 | 806,453 | |
December 31, 2024 | |||
Share-Based Payment Arrangement | |||
Number Outstanding | 554,873 | ||
Number Exercisable | 554,873 | ||
Exercise Price | $ 6.67 | ||
October 31, 2025 | |||
Share-Based Payment Arrangement | |||
Number Outstanding | 16,250 | ||
Number Exercisable | 16,250 | ||
Exercise Price | $ 1.25 | ||
October 31, 2025 | |||
Share-Based Payment Arrangement | |||
Number Outstanding | 1,566,451 | ||
Number Exercisable | 1,566,451 | ||
Exercise Price | $ 1.55 | ||
February 26, 2026 | |||
Share-Based Payment Arrangement | |||
Number Outstanding | 288,235 | ||
Number Exercisable | 288,235 | ||
Exercise Price | $ 4 | ||
July 31, 2026 | |||
Share-Based Payment Arrangement | |||
Number Outstanding | 2,532,900 | ||
Number Exercisable | 2,532,900 | ||
Exercise Price | $ 1.55 | ||
May 31, 2027 | |||
Share-Based Payment Arrangement | |||
Number Outstanding | 4,614,853 | ||
Number Exercisable | 4,614,853 | ||
Exercise Price | $ 1.75 | ||
September 30, 2029 | |||
Share-Based Payment Arrangement | |||
Number Outstanding | 1,237,500 | ||
Number Exercisable | 1,237,500 | ||
Exercise Price | $ 0.40 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes | |||||
Non-cash tax charge | $ 20.8 | ||||
Deferred tax asset, net of valuation allowance | $ 2.4 | ||||
Effective tax rate | 7% | 25.30% | 11.60% | 26.20% | |
Federal statutory rate | 21% | 21% |
Earnings per Share - Computatio
Earnings per Share - Computation of EPS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator- | ||||
Net income (loss) attributable to common stockholders | $ (5,542,391) | $ (412,186,266) | $ (14,168,717) | $ (410,028,269) |
Denominator: | ||||
Weighted average shares used to compute basic EPS | 665,055,603 | 649,577,082 | 657,590,265 | 629,787,661 |
Earnings (loss) per share: | ||||
Basic | $ (0.01) | $ (0.62) | $ (0.02) | $ (0.65) |
Diluted | $ (0.01) | $ (0.62) | $ (0.02) | $ (0.65) |
Earnings per Share (Details)
Earnings per Share (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Employee Stock Option | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 5,147,770 | 5,147,770 |
Warrant | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 10,811,062 | 10,811,062 |
RSUs | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 389,439 | 389,439 |
Supplemental Cash Flows Infor_3
Supplemental Cash Flows Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental Cash Flows Information | |||||
Cash paid for interest | $ 858,773 | $ 3,402,606 | |||
Cash paid for income taxes | 737,000 | 7,595,105 | |||
Non-cash investing and financing activities: | |||||
Financed capital expenditures | 5,521,759 | ||||
Acquisition of finance leases | 18,798,667 | $ 23,603,817 | |||
Exercise of warrants on cashless basis | 1,268 | ||||
Issuance of restricted stock units | 298,812 | ||||
Common stock issued to Apollo Medical Holdings, Inc. | $ 1,900,000 | 1,900,000 | |||
Deconsolidation of Real Estate Entity | 4,258,133 | ||||
Convertible debt converted to common stock | $ 1,919,071 | $ 3,232,439 | 5,151,509 | ||
Warrants issued with convertible debt | 175,710 | ||||
Payment for acquisition in common stock | $ 750,000 |
Segment Information - Operation
Segment Information - Operations (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Segment Reporting Information | |||||
Number of reportable segments | segment | 3 | ||||
Total Assets | $ 479,633,542 | $ 431,751,985 | $ 479,633,542 | $ 431,751,985 | $ 431,751,985 |
Total revenue | 62,722,972 | 28,395,058 | 177,976,843 | 165,570,233 | |
Total segment operating income | 7,066,213 | (23,712,904) | 21,560,859 | 18,740,513 | |
Total capital expenditures | 2,875,585 | 5,890,738 | 10,322,487 | 22,512,464 | |
Total depreciation and amortization | 4,745,941 | 4,330,167 | 12,908,848 | 9,859,513 | |
Intersegment Eliminations | |||||
Segment Reporting Information | |||||
Total revenue | 13,192,549 | 13,708,579 | 11,989,212 | ||
Hospital division | |||||
Segment Reporting Information | |||||
Total Assets | 343,902,711 | 314,085,287 | 343,902,711 | 314,085,287 | |
Hospital division | Operating Segment | |||||
Segment Reporting Information | |||||
Total revenue | 54,585,263 | 21,244,305 | 155,485,230 | 151,976,226 | |
Total segment operating income | 7,238,738 | (23,742,606) | 21,122,489 | 18,997,515 | |
Total capital expenditures | 2,875,585 | 10,322,487 | 3,730,053 | ||
Total depreciation and amortization | 4,238,498 | 3,748,431 | 11,518,388 | 8,844,757 | |
Population health management division | |||||
Segment Reporting Information | |||||
Total Assets | 86,311,678 | 77,825,753 | 86,311,678 | 77,825,753 | |
Population health management division | Operating Segment | |||||
Segment Reporting Information | |||||
Total revenue | 8,137,709 | 7,150,753 | 22,491,613 | 13,594,007 | |
Total segment operating income | (172,525) | 29,702 | 438,370 | (257,002) | |
Total depreciation and amortization | 401,566 | 431,986 | 1,201,227 | 819,970 | |
Real Estate Division | |||||
Segment Reporting Information | |||||
Total Assets | 49,419,153 | 39,840,945 | 49,419,153 | 39,840,945 | |
Real Estate Division | Operating Segment | |||||
Segment Reporting Information | |||||
Total capital expenditures | 5,890,738 | 18,782,411 | |||
Total depreciation and amortization | $ 105,877 | $ 149,750 | $ 189,233 | $ 194,786 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 9 Months Ended | 15 Months Ended | 18 Months Ended | ||||||
Sep. 30, 2023 USD ($) item | Mar. 31, 2023 entity | Sep. 30, 2022 USD ($) | Jun. 30, 2022 entity | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Jun. 30, 2023 entity | Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
Related Party Transaction | ||||||||||
Net expense | $ 9,541,894 | $ 7,686,132 | $ 25,215,549 | $ 22,092,033 | ||||||
Accounts Payable, Related Parties | 700,000 | 700,000 | $ 700,000 | $ 100,000 | ||||||
Revenues | $ 62,722,972 | 28,395,058 | $ 177,976,843 | 165,570,233 | ||||||
Number of deconsolidated Real Estate Entities | entity | 1 | 17 | 18 | |||||||
Number of consolidated real estate entity | item | 2 | 2 | 2 | |||||||
Accounts payable | $ 17,599,047 | $ 17,599,047 | $ 17,599,047 | 23,614,387 | ||||||
Hospital division | ||||||||||
Related Party Transaction | ||||||||||
Lease obligation payments | 3,900,000 | 3,700,000 | 11,100,000 | 9,900,000 | ||||||
Managerial Services Agreements | Hospital division | ||||||||||
Related Party Transaction | ||||||||||
Managerial fees | 100,000 | 500,000 | ||||||||
Revenues | 400,000 | 1,000,000 | ||||||||
Physician LLCs | ||||||||||
Related Party Transaction | ||||||||||
Net expense | $ 1,500,000 | 0 | ||||||||
Accounts Payable, Related Parties | 4,000,000 | 4,000,000 | 4,000,000 | 2,100,000 | ||||||
Real Estate | ||||||||||
Related Party Transaction | ||||||||||
Net expense | $ 600,000 | |||||||||
E R Entities | ||||||||||
Related Party Transaction | ||||||||||
Accounts Receivable, Related Parties | 1,500,000 | 1,500,000 | 1,500,000 | 500,000 | ||||||
E R Entities | Managerial Services Agreements | ||||||||||
Related Party Transaction | ||||||||||
Repayments of related party debt | 100,000 | $ 100,000 | 500,000 | $ 1,700,000 | ||||||
Micro Hospital Holding LLC | ||||||||||
Related Party Transaction | ||||||||||
Accounts payable | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 |
Variable Interest Entities - Ba
Variable Interest Entities - Balance sheet amounts (Details) - USD ($) | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 |
Variable Interest Entities | |||||
Current assets | $ 89,852,170 | $ 97,973,924 | |||
Property and equipment, net | 85,496,612 | 82,094,352 | |||
Total assets | 479,633,542 | 431,751,985 | $ 431,751,985 | ||
Current liabilities | 67,266,714 | 54,862,969 | |||
Total liabilities | 374,728,809 | 311,424,585 | |||
Equity | 89,927,790 | 95,862,701 | |||
Total liabilities and equity | 479,633,542 | 431,751,985 | |||
Real Estate Entities | |||||
Variable Interest Entities | |||||
Property and equipment, net | $ 8,400,000 | $ 9,800,000 | |||
Total liabilities | $ 5,400,000 | $ 69,600,000 | |||
Primary Beneficiary | Real Estate Entities | |||||
Variable Interest Entities | |||||
Current assets | 438,235 | 3,466,811 | |||
Property and equipment, net | 16,726,986 | ||||
Other long-term assets | 46,730,762 | 19,647,148 | |||
Total assets | 47,168,997 | 39,840,945 | |||
Current liabilities | 876,464 | 2,326,335 | |||
Long-term liabilities | 13,324,617 | 15,019,633 | |||
Total liabilities | 14,201,081 | 17,345,968 | |||
Equity | 32,967,916 | 22,494,977 | |||
Total liabilities and equity | 47,168,997 | 39,840,945 | |||
Primary Beneficiary | Physician LLCs | |||||
Variable Interest Entities | |||||
Current assets | 6,111,810 | 6,915,710 | |||
Property and equipment, net | 3,668 | 3,668 | |||
Total assets | 6,115,478 | 6,919,378 | |||
Current liabilities | 5,854,614 | 4,831,617 | |||
Total liabilities | 5,854,614 | 4,831,617 | |||
Equity | 260,864 | 2,087,761 | |||
Total liabilities and equity | 6,115,478 | 6,919,378 | |||
Primary Beneficiary | AHISIPA | |||||
Variable Interest Entities | |||||
Current assets | 10,326,963 | 6,641,448 | |||
Property and equipment, net | 91,546 | ||||
Other long-term assets | 29,653 | 498,990 | |||
Total assets | 10,448,162 | 7,140,438 | |||
Current liabilities | 10,448,162 | 7,109,758 | |||
Long-term liabilities | 30,680 | ||||
Total liabilities | 10,448,162 | 7,140,438 | |||
Total liabilities and equity | $ 10,448,162 | $ 7,140,438 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | 3 Months Ended | 9 Months Ended | 15 Months Ended | ||
Mar. 31, 2023 USD ($) entity | Jun. 30, 2022 USD ($) entity | Sep. 30, 2023 USD ($) entity | Jun. 30, 2023 entity | Dec. 31, 2022 USD ($) | |
Number of deconsolidated Real Estate Entities | entity | 1 | 17 | 18 | ||
Number of real estate entities consolidated | entity | 2 | ||||
Fixed assets | $ 85,496,612 | $ 82,094,352 | |||
Other assets | 419,882 | 423,426 | |||
Liabilities | 374,728,809 | 311,424,585 | |||
Equity attributable to noncontrolling interests | $ 14,976,943 | $ 24,464,699 | |||
Real Estate Entities | |||||
Cash | $ 1,000,000 | $ 2,400,000 | |||
Fixed assets | 8,400,000 | 9,800,000 | |||
Other assets | 200,000 | 500,000 | |||
Liabilities | 5,400,000 | 69,600,000 | |||
Equity attributable to noncontrolling interests | $ 4,300,000 | $ 31,400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 09, 2023 | Sep. 30, 2023 | |
Subsequent Events | ||
Proceeds from convertible debt | $ 891,000 | |
Convertible debt | ||
Subsequent Events | ||
Proceeds from convertible debt | $ 3,100,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (5,542,391) | $ (412,186,266) | $ (14,168,717) | $ (410,028,269) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |