Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Cover | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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, $0.001 par value | |
Trading Symbol | NUTX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 49,719,375 | |
Entity Central Index Key | 0001479681 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 30,006,419 | $ 22,002,056 |
Accounts receivable | 61,533,245 | 58,624,301 |
Accounts receivable - related parties | 4,213,847 | 4,152,068 |
Inventories | 2,975,486 | 3,390,584 |
Prepaid expenses and other current assets | 1,629,346 | 2,679,394 |
Total current assets | 100,358,343 | 90,848,403 |
Property and equipment, net | 80,570,705 | 81,387,649 |
Operating right-of-use assets | 11,580,253 | 11,853,082 |
Finance right-of-use assets | 173,920,659 | 176,146,329 |
Intangible assets, net | 20,102,371 | 20,512,636 |
Goodwill, net | 17,066,263 | 17,066,263 |
Other assets | 685,260 | 431,135 |
Total assets | 404,283,854 | 398,245,497 |
Current liabilities: | ||
Accounts payable | 17,217,905 | 18,899,196 |
Accounts payable - related parties | 6,856,962 | 6,382,197 |
Lines of credit | 2,777,128 | 3,371,676 |
Current portion of long-term debt | 9,388,455 | 10,808,721 |
Operating lease liabilities, current portion | 1,586,904 | 1,579,987 |
Finance lease liabilities, current portion | 4,366,696 | 4,315,979 |
Accrued expenses and other current liabilities | 17,694,134 | 12,955,296 |
Total current liabilities | 59,888,184 | 58,313,052 |
Long-term debt, net | 26,308,017 | 26,314,733 |
Warrant liability | 5,060,810 | |
Operating lease liabilities, net | 15,097,284 | 15,479,639 |
Finance lease liabilities, net | 212,867,062 | 213,886,213 |
Deferred tax liabilities | 5,050,347 | 5,145,754 |
Total liabilities | 324,271,704 | 319,139,391 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value; 950,000,000 shares authorized; 49,719,375 and 45,111,994 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 49,719 | 45,112 |
Additional paid-in capital | 472,405,834 | 470,480,617 |
Accumulated deficit | (409,436,614) | (409,072,539) |
Nutex Health Inc. equity | 63,018,939 | 61,453,190 |
Noncontrolling interests | 16,993,211 | 17,652,916 |
Total equity | 80,012,150 | 79,106,106 |
Total liabilities and equity | $ 404,283,854 | $ 398,245,497 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock authorized | 950,000,000 | 950,000,000 |
Common stock issued | 49,719,375 | 45,111,994 |
Common stock outstanding | 49,719,375 | 45,111,994 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue | $ 67,453,787 | $ 56,329,417 |
Operating costs and expenses: | ||
Payroll and benefits | 27,003,144 | 25,836,673 |
Contract services | 11,319,454 | 9,189,331 |
Medical supplies | 5,321,842 | 4,023,882 |
Depreciation and amortization | 4,186,202 | 3,993,747 |
Other | 9,465,967 | 8,438,061 |
Total operating costs and expenses | 57,296,609 | 51,481,694 |
Gross profit | 10,157,178 | 4,847,723 |
Corporate and other costs: | ||
Facilities closing costs | 217,266 | |
Stock-based compensation expense | 49,167 | 1,900,000 |
General and administrative expenses | 8,658,410 | 7,175,544 |
Total corporate and other costs | 8,707,577 | 9,292,810 |
Operating income (loss) | 1,449,601 | (4,445,087) |
Interest expense, net | 4,444,362 | 3,140,089 |
Gain on warrant liability | (2,600,747) | |
Other (income) expense | (241,192) | 247,455 |
Loss before taxes | (152,822) | (7,832,631) |
Income tax expense (benefit) | 389,665 | (910,659) |
Net loss | (542,487) | (6,921,972) |
Less: net loss attributable to noncontrolling interests | (178,412) | (1,774,693) |
Net loss attributable to Nutex Health Inc. | $ (364,075) | $ (5,147,279) |
Loss per common share | ||
Basic earnings (loss) per common share (in dollar per share) | $ (0.01) | $ (0.12) |
Diluted earnings (loss) perc common share (in dollar per share) | $ (0.01) | $ (0.12) |
Hospital division | ||
Revenue: | ||
Total revenue | $ 60,029,369 | $ 49,288,164 |
Population health management division | ||
Revenue: | ||
Total revenue | $ 7,424,418 | $ 7,041,253 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests | Total |
Beginning balance, value at Dec. 31, 2022 | $ 43,348 | $ 459,105,278 | $ (363,285,925) | $ 24,464,699 | $ 120,327,400 |
Beginning balance, shares at Dec. 31, 2022 | 43,348,256 | ||||
Deconsolidation of Real Estate Entities | (4,258,133) | (4,258,133) | |||
Common stock issued for exercise of warrants | $ 47 | (47) | |||
Common stock issued for exercise of warrants (in shares) | 46,819 | ||||
Contributions | 28,000 | 28,000 | |||
Distributions | (1,537,141) | (1,537,141) | |||
Common stock issuance | $ 67 | 1,899,933 | 1,900,000 | ||
Common stock issuance (in shares) | 66,667 | ||||
Net loss | (5,147,279) | (1,774,693) | (6,921,972) | ||
Ending balance, value at Mar. 31, 2023 | $ 43,462 | 461,005,164 | (368,433,204) | 16,922,732 | 109,538,154 |
End balance, shares at Mar. 31, 2023 | 43,461,742 | ||||
Beginning balance, value at Dec. 31, 2023 | $ 45,112 | 470,480,617 | (409,072,539) | 17,652,916 | 79,106,106 |
Beginning balance, shares at Dec. 31, 2023 | 45,111,994 | ||||
Common stock issued for Employee Stock Purchase Plan | $ 8 | 19,018 | 19,026 | ||
Common stock issued for Employee Stock Purchase Plan (in shares) | 7,462 | ||||
Stock-based compensation | 49,167 | 49,167 | |||
Distributions | (481,293) | (481,293) | |||
Common stock issuance | $ 4,444 | 1,536,499 | 1,540,943 | ||
Common stock issuance (in shares) | 4,444,444 | ||||
Debt conversion to common stock | $ 118 | 320,570 | 320,688 | ||
Debt conversion to common stock (in shares) | 118,243 | ||||
Vesting of Restricted Stock Units | $ 13 | (13) | |||
Vesting of Restricted Stock Units (in shares) | 12,981 | ||||
Reverse stock split adjustment | $ 24 | (24) | 24 | ||
Reverse stock split adjustment (in shares) | 24,251 | ||||
Net loss | (364,075) | (178,412) | (542,487) | ||
Ending balance, value at Mar. 31, 2024 | $ 49,719 | $ 472,405,834 | $ (409,436,614) | $ 16,993,211 | $ 80,012,150 |
End balance, shares at Mar. 31, 2024 | 49,719,375 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (542,487) | $ (6,921,972) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 4,186,202 | 3,993,747 |
Gain on warrant liability | (2,600,747) | |
Amortization of debt issuance costs | 6,738 | |
Stock-based compensation expense | 49,167 | 1,900,000 |
Deferred tax benefit | (95,407) | (910,659) |
Debt accretion expense | 365,104 | |
Loss on lease termination | 58,211 | |
Non-cash lease expense (income) | (102,609) | 40,545 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Accounts receivable | (2,908,944) | 6,620,249 |
Accounts receivable - related party | (61,779) | (100) |
Inventories | 415,098 | 47,840 |
Prepaid expenses and other current assets | 795,923 | 1,040,753 |
Accounts payable | (1,681,291) | (8,565,577) |
Accounts payable - related party | 474,765 | 9,636 |
Accrued expenses and other current liabilities | 4,757,864 | 3,732,602 |
Net cash from operating activities | 3,050,859 | 1,052,013 |
Cash flows from investing activities: | ||
Acquisitions of property and equipment | (733,323) | (4,376,983) |
Cash related to deconsolidation of Real Estate Entities | (1,039,157) | |
Net cash from investing activities | (733,323) | (5,416,140) |
Cash flows from financing activities: | ||
Proceeds from lines of credit | 49,414 | |
Proceeds from notes payable | 2,915,000 | 7,551,506 |
Repayments of lines of credit | (594,548) | |
Repayments of notes payable | (4,386,398) | (2,209,678) |
Repayments of finance leases | (968,434) | (936,703) |
Proceeds from common stock issuance, net issuance costs | 9,202,500 | |
Members' contributions | 28,000 | |
Members' distributions | (481,293) | (1,537,141) |
Net cash from financing activities | 5,686,827 | 2,945,398 |
Net change in cash and cash equivalents | 8,004,363 | (1,418,729) |
Cash and cash equivalents - beginning of the period | 22,002,056 | 34,255,264 |
Cash and cash equivalents - end of the period | $ 30,006,419 | $ 32,836,535 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2024 | |
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 21 hospital facilities in nine 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, contract 230 doctors at our facilities and partner with over 1,700 physicians within our networks. 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. Reverse Stock Split. The Company held its annual meeting of stockholders on June 29, 2023, where the Company’s stockholders approved a reverse stock split at a ratio within a range of 1 1 On April 1, 2024, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1 On April 9, 2024, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Split, effective at 11:59 p.m. Eastern Time on April 9, 2024 (the “Effective Time”). The Company’s common stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on April 10, 2024. The Reverse Stock Split was implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on the Nasdaq Capital Market. As a result of the Reverse Stock Split, the number of shares of common stock outstanding was reduced from 745,426,858 shares to 49,719,375 shares, inclusive of whole shares issued for fractional shares, and the number of authorized shares of common stock remains 950 million shares. Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts contained in the accompanying condensed consolidated financial statements have been adjusted to reflect the 1 -for-15 Reverse Stock Split for all prior periods presented. Note 18 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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”) because 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, 2023 and 2022. 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. Cash and cash equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. The Company has cash amounts, that were at times material, held in covered banking institutions in excess of the insured amounts, but does not deem the risk of loss to be likely. The Company has $4.1 million in restricted cash as of March 31, 2024. The amounts included in restricted cash represent those required to be set aside either by note payable agreement or compensating balance requirements. 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. There were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented. 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. 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. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue | |
Revenue | Note 3 – Revenue We disaggregate revenue from contracts with customers into types of services or products, consistent with our reportable segments, as follows: Three Months Ended March 31, 2024 2023 Hospital Division: Net patient service revenue $ 59,823,298 $ 48,839,332 Management fees 206,071 448,832 Total Hospital Division revenue 60,029,369 49,288,164 Population Health Management Division: Capitation revenue, net 6,699,623 6,051,574 Management fees 379,828 719,626 SaaS revenue 344,967 270,053 Total Population Health Management Division revenue 7,424,418 7,041,253 Total revenue $ 67,453,787 $ 56,329,417 Net patient service revenue The Company recorded approximately $0.7 million of net revenue for cash collections during the three months ended March 31, 2024 for services that were previously provided. The Company had previously reserved for this amount as uncollectible. 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 March 31, 2024 2023 Insurance 91% 93% Self pay 6% 4% Workers compensation 2% 1% Medicare/Medicaid 1% 2% Total 100% 100% Contract balances |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Property and Equipment | Note 4 - Property and Equipment The principal categories of property and equipment, net are summarized as follows: Useful March 31, December 31, Life (years) 2024 2023 Buildings and improvements 39 $ 18,926,097 $ 18,947,818 Land - 4,401,888 4,401,888 Leasehold improvements 10-39 27,778,203 27,606,383 Construction in progress - 2,733,511 3,776,138 Medical equipment 10 33,946,901 33,519,026 Office furniture and equipment 7 3,886,505 3,698,874 Computer hardware and software 5 6,999,058 6,066,520 Vehicles 5 145,090 135,590 Signage 10 1,690,501 1,576,475 Total cost 100,507,754 99,728,712 Less: accumulated depreciation (19,937,049) (18,341,063) Total property and equipment, net $ 80,570,705 $ 81,387,649 We consolidate two Real Estate Entities in the Company. Refer to Note 17 Depreciation and amortization of property and equipment for the three months ended March 31, 2024 and 2023 totaled $1.6 million and $1.1 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | Note 5 – Intangible Assets and Goodwill Intangible Assets. Gross Accumulated Net Carrying Weighted Average March 31, 2024 Carrying Amount Amortization Amount Useful Life (in years) Amortizing intangible assets: Member relationships $ 18,491,000 $ 2,321,267 $ 16,169,733 15 Management contracts 2,021,000 252,625 1,768,375 16 Customer contracts 914,000 121,867 792,133 15 Trademarks 1,426,795 300,065 1,126,730 7-12 PHP technology 409,000 163,600 245,400 5 Total $ 23,261,795 $ 3,159,424 $ 20,102,371 December 31, 2023 Amortizing intangible assets: Member relationships $ 18,491,000 $ 2,015,772 $ 16,475,228 15 Management contracts 2,021,000 221,047 1,799,953 16 Customer contracts 914,000 106,633 807,367 15 Trademarks 1,426,795 262,557 1,164,238 7-12 PHP technology 409,000 143,150 265,850 5 Total $ 23,261,795 $ 2,749,159 $ 20,512,636 Amortization of intangible assets for the three months ended March 31, 2024 and 2023 totaled $0.4 million each. Goodwill. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 6 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: March 31, December 31, 2024 2023 Accrued wages and benefits $ 6,567,759 $ 6,590,710 Accrued medical insurance claims 1,902,615 1,865,280 Accrued taxes 1,510,191 405,352 Accrued other 7,713,569 4,093,954 Total accrued expenses and other current liabilities $ 17,694,134 $ 12,955,296 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt | |
Debt | Note 7 – Debt The Company’s outstanding debt is shown in the following table: Maturity Interest March 31, December 31, Dates Rates 2024 2023 Term loans secured by all assets 04/2024 - 10/2027 4.15 - 7.71% $ 6,610,077 $ 7,030,613 Term loans secured by property and equipment 04/2024 - 10/2028 3.59 - 10.00% 9,686,907 10,562,207 Term loan secured by deposits 04/2024 7.36% 2,915,000 - Line of credit secured by all assets 04/2024 - 09/2024 4.00 - 9.50% 2,777,128 3,371,675 Term loans of consolidated Real Estate Entities 05/2028 - 03/2037 2.84 - 5.75% 12,715,842 13,005,019 Unsecured convertible term notes 10/2025 8.00 - 10.00% 5,384,990 5,384,990 Pre-paid advance (convertible debt) 03/2024 0.00% - 3,078,302 Total 40,089,944 42,432,806 Less: unamortized issuance costs and discount 1,616,344 1,937,676 Less: short-term lines of credit 2,777,128 3,371,676 Less: current portion of long-term debt 9,388,455 10,808,721 Total long-term debt $ 26,308,017 $ 26,314,733 Term loans and lines of credit Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At March 31, 2024, we were not in compliance with the debt service coverage ratio for one term loan with an outstanding balance of $0.2 million. This balance has been included in current liabilities. At March 31, 2024, we had remaining availability of $1.2 million under outstanding lines of credit. Pre-Paid Advance Agreement (convertible debt). On April 11, 2023, the Company entered into a Pre-Paid Advance Agreement (the “PPA”) with YA II PN, Ltd. (“Yorkville”) pursuant to which the Company requested an advance of $15.0 million from Yorkville a “Pre-Paid Advance”) purchased by Yorkville at 90% of the face amount. Interest accrued on the outstanding balance of the Pre-Paid Advance at an annual rate equal to 0% subject to an increase to 15% upon events of default described in the PPA. The Pre-Paid Advance has a maturity date of 12 months from the Pre-Paid Advance Date. 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 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. As a result of the Pre-Paid Advance, the Company (i) issued 1.5 million shares of common stock to Yorkville (23.1 million prior to Reverse Stock Split), reducing the principal of initial Pre-Paid Advance to $7.3 million, (ii) made Optional Prepayments of $8.2 million in accordance with the PPA, consisting of $7.7 million of principal and $1.0 million attributed to the Payment Premium and (iii) paid off in full the remaining outstanding balance of the PPA on January 30, 2024 and the parties terminated the Yorkville PPA on February 15, 2024. September 2023 Convertible Debt Issuance. From September 2023 to December 2023, the Company conducted a private offering of convertible notes (“Unsecured Convertible Term Notes”) and six-year prior to Reverse Stock Split). We also issued Warrants for the purchase of On March 26, 2024, the Company and the Holders agreed to amend the conversion price of the Unsecured Convertible Term Notes and exercise price of the Warrants to $3.00 each ($0.20 prior to Reverse Stock Split), resulting in the Unsecured Convertible Term Notes being convertible into 1,795,000 shares of common stock (26,925,000 prior to Reverse Stock Split), the Warrants exercisable for 897,500 shares of common stock (13,462,500 prior to Reverse Stock Split) and the placement agent Warrants exercisable for 538,500 shares of common stock (8,077,500 prior to Reverse Stock Split). 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 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 $3.00 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 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 and (ii) warrants to purchase a number of Common Stock equal to 20% of the total number of shares issuable upon conversion or exercise of the Unsecured Convertible Term Notes and Warrants, as applicable. The net carrying amount of the Unsecured Convertible Term Notes was $3.8 million as of March 31, 2024 and the weighted average effective interest rate on the convertible debt is 21.5%. The Unsecured Convertible Term Notes interest expense was $0.3 million for the three months ending March 31, 2024, comprising of $0.2 million in amortization expense and $0.1 million in accrued interest expense. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Note 8 – 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 March 31, 2024 2023 Operating lease cost $ 644,698 $ 948,515 Finance lease cost: Amortization of right-of-use assets $ 2,225,670 $ 2,484,275 Interest on lease liabilities 3,400,227 2,688,520 Total finance lease cost $ 5,625,897 $ 5,172,795 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Litigation |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Stock-based Compensation | |
Stock-based Compensation | Note 10 – 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 333,333 shares (5,000,000 prior to Reverse Stock Split). On June 29, 2023, the stockholders of the Company approved the Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan (the “2023 Plan”), which replaced the 2022 Plan, and an additional of the issued and outstanding shares of the Company’s Common Stock on the final day of the preceding calendar year, at the discretion of the compensation committee of our Board of Directors. On March 31, 2024, a total of 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 that were acquired before the Merger, 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 that were acquired before the Merger, 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 for three months ended March 31, 2024 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 December 31, 2022 343,185 $ 34.50 7.60 Options exercised — — Options cancelled — — Options outstanding at March 31, 2023 343,185 $ 34.82 7.35 Options outstanding at December 31, 2023 275,810 $ 33.58 6.94 Options exercised — — Options cancelled — — Options outstanding at March 31, 2024 275,810 $ 33.58 6.69 Options outstanding as of March 31, 2024 consisted of: Expiration Number Number Exercise Date Outstanding Exercisable Price January 27, 2027 6,000 6,000 $ 22.50 May 11, 2027 17,333 17,333 22.50 June 9, 2027 1,667 1,667 38.25 January 28, 2028 6,000 6,000 24.15 January 27, 2030 12,080 12,080 22.50 June 30, 2030 7,137 7,137 21.75 August 4, 2029 675 675 83.40 January 28, 2031 66,667 66,667 24.15 February 28, 2031 13,333 13,333 30.00 September 9, 2031 128,985 128,985 41.25 September 9, 2031 10,933 10,933 41.25 December 17, 2031 5,000 5,000 52.50 Total 275,810 275,810 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, December 31, 2022 — — Granted — — Vested — — Non-vested awards, March 31, 2023 — — Non-vested awards, December 31, 2023 26 $ 15.15 Granted — — Vested (13) 15.15 Non-vested awards, March 31, 2024 13 $ 15.15 As of March 31, 2024, we estimate $0.2 million of unrecognized compensation cost related to restricted stock units issued to our employees to be recognized over the weighted-average vesting period of 0.9 years. Employee Stock Purchase Plan |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity | |
Equity | Note 11 – 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 Securities Purchase Agreement. On January 22, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single healthcare focused institutional investor for the sale by the Company of 4,444,444 shares (66,666,666 prior to Reverse Stock Split) of the Company’s common stock, par value $0.001 per share, and warrants to purchase 4,444,444 shares (66,666,666 prior to the Reverse Stock Split) of the Company’s common stock. The shares and the warrants were issued separately and issued on a one-to-one ratio at a public offering price of $2.25 per share and accompanying warrant ($0.15 prior to Reverse Stock Split). The Warrants have an exercise price of $2.25 per share ($0.15 prior to Reverse Stock Split), are exercisable immediately upon issuance and expire five years from the Closing Date. The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance or resale of shares of common stock underlying the Warrants to or by the holder. The holder of a Warrant is prohibited from exercising any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% (or, upon election by the holder prior to the issuance of any Warrants, 9.99%) of the total number of shares of common stock outstanding immediately after giving effect to the exercise. In the event of certain fundamental transactions, the holder of the Warrants will have the right to receive the Black Scholes Value of its Warrants calculated pursuant to a formula set forth in the Form of Warrant, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of common stock. The gross proceeds to the Company from the offering were $9.2 million after deducting the placement agent’s fees and other offering expenses of $0.8 million. The allocation of the proceeds was $7.7 million to warrant liability and $1.5 million to additional paid-in capital. The Company used the Black-Scholes option model to compute the fair value (level 3) of the Warrants, with inputs including volatility (approximately 120%) and risk-free rate based on US Treasury yield curve rates. The Company classified the Warrants as liabilities due to certain contractual provisions and recorded $7.7 million in warrant liability on January 25, 2024. On March 31, 2024, the Company remeasured the Warrants and recorded a $2.6 million gain on warrant liability as the fair value of the Warrants was $5.1 million at March 31, 2024. Under the Purchase Agreement, if the Company, at any time while the Warrants are outstanding, combines (including by way of reverse share split) outstanding shares of common stock into a smaller number, then, on the tenth trading day following, the exercise price will be reduced, and only reduced, to the lesser of (i) the then exercise price and (ii) 100% of the average of the volume weighted average prices for the ten trading day period immediately following. Accordingly, on April 26, 2024, as required under the terms of the Purchase Agreement and as a result of the Reverse Stock Split, the exercise price was reduced from Warrants. Weighted Average Warrants Weighted Average Remaining Contractual Outstanding Exercise Price Life (years) Warrants outstanding at December 31, 2022 735,534 $ 29.42 3.80 Warrants exercised (53,764) 23.25 Warrants expired (100) 23.25 Warrants outstanding at March 31, 2023 681,670 $ 29.85 3.53 Warrants outstanding at December 31, 2023 1,356,237 $ 17.41 4.42 Warrants issued 4,444,444 2.25 Warrants amended 718,000 3.00 Warrants exercised - Warrants expired - Warrants outstanding at March 31, 2024 6,518,681 $ 5.16 4.78 Warrants outstanding as of March 31, 2024 consisted of: Expiration Number Number Exercise Date Outstanding Exercisable Price December 31, 2024 36,992 36,992 $ 100.05 October 31, 2025 1,082 1,082 18.75 October 31, 2025 104,430 104,430 23.25 February 26, 2026 19,216 19,216 60.00 July 31, 2026 168,860 168,860 23.25 May 31, 2027 307,657 307,657 26.25 September 30, 2029 165,000 165,000 3.00 October 31, 2029 572,500 572,500 3.00 November 30, 2029 51,667 51,667 3.00 December 31, 2029 646,833 646,833 3.00 January 25, 2029 4,444,444 4,444,444 2.25 Total 6,518,681 6,518,681 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | Note 12 – 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. Our effective tax rate for the three months ended March 31, 2024 was 14.2%. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Earnings per Share | |
Earnings per Share | Note 13 – Earnings per Share The following is the computation of loss per basic and diluted share: Three Months Ended March 31, 2024 2023 Amounts attributable to Nutex Health Inc.: Numerator: Net loss attributable to common stockholders $ (364,075) $ (5,147,279) Denominator: Weighted average shares used to compute basic EPS 48,492,347 43,394,380 Loss per share: Basic $ (0.01) $ (0.12) Diluted $ (0.01) $ (0.12) The computation of diluted earnings per common share excludes the 275,810 common stock options ( 4,137,149 prior to Reverse Stock Split), 6,518,681 warrants ( 97,780,228 prior to Reverse Stock Split), 12,980 restricted stock units ( 194,720 prior to Reverse Stock Split) and 1,795,000 common stock ( 26,925,000 prior to Reverse Stock Split) issuable upon conversion of outstanding convertible debt for the three months ended March 31, 2024. The March 31, 2023 computation excludes the 343,185 common stock options ( 5,147,770 prior to Reverse Stock Split) and 681,670 warrants ( 10,225,062 prior to Reverse Stock Split). 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 | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flows Information | |
Supplemental Cash Flows Information | Note 14 - Supplemental Cash Flows Information Three Months Ended March 31, 2024 2023 Cash paid for interest $ 548,418 $ 430,643 Non-cash investing and financing activities: Financed capital expenditures - 2,709,019 Acquisition of finance leases - 18,798,667 Termination of operating and finance leases - 2,818,498 Exercise of warrants on cashless basis - 702 Issuance of common stock to Apollo Medical Holdings, Inc. - 1,900,000 Deconsolidation of Real Estate Entity - 4,258,133 Warrant liability related to common stock issuance 7,661,557 - Reverse stock split adjustment 24 Common stock issued for Employee Stock Purchase Plan 19,026 - Convertible debt converted to common stock 320,688 - |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Information | |
Segment Information | Note 15 – 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: March 31, December 31, 2024 2023 Assets: Hospital division $ 283,487,838 $ 278,635,841 Population health management division 83,889,168 83,647,378 Real estate division 36,906,848 35,962,278 Total Assets $ 404,283,854 $ 398,245,497 Three Months Ended March 31, 2024 2023 Revenue from external customers: Hospital division $ 60,029,369 $ 49,288,164 Population health management division 7,424,418 7,041,253 Total revenue $ 67,453,787 $ 56,329,417 Segment operating income (loss): Hospital division 10,471,050 4,778,637 Population health management division (313,872) 69,086 Total segment operating income $ 10,157,178 $ 4,847,723 Capital expenditures: Hospital division 733,323 4,376,983 Real estate division - - Total capital expenditures $ 733,323 $ 4,376,983 Revenue from inter-segment activities: Real estate division $ 799,850 $ 258,015 Depreciation and amortization: Hospital division 3,764,347 3,564,022 Population health management division 420,995 388,047 Real estate division 860 41,678 Total depreciation and amortization $ 4,186,202 $ 3,993,747 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Related Party Transactions | Note 16 – 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. These outstanding obligations primarily represent contributions for facilities currently under construction totaling $3.3 million at March 31, 2024 and $2.9 million at December 31, 2023 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 8. During the three months ended March 31, 2024, we made cash payments for these lease obligations totaling $4.7 million. Cash payments for these lease obligations made in the three months ended March 31, 2023 totaled $3.5 million. ● 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. As of March 31, 2024, two Real Estate Entities continue to be consolidated in our financial statements. ● Accounts receivable – related party included $4.2 million at March 31, 2024 and $4.1 million at December 31, 2023 due from noncontrolling interest owners of consolidated ER Entities. ● Micro Hospital Holding LLC, an affiliate controlled by our CEO, and 2GT PLLC, an affiliate controlled by a physician partner, made advances to one of our hospital facilities, SE Texas ER. These advances totaled $1.4 million and $1.2 million at March 31, 2024 and at December 31, 2023, 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 $1.0 million at March 31, 2024 and $0.9 million at December 31, 2023 for reimbursement of expenses incurred on our behalf. ● We provided managerial services to emergency centers owned and, in some instances, controlled by related parties including an entity controlled by our CEO during 2023. In the three months ended March 31, 2023, we recognized $0.2 million of revenue for these services. ● Two of our ER Entities were obligated under managerial services agreements with related parties commencing in 2022 and ending in 2023. Payments under these agreements totaled $0.3 million for the three months ended March 31, 2023. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2024 | |
Variable Interest Entities | |
Variable Interest Entities | Note 17 – Variable Interest Entities The following tables provide the balance sheet amounts for consolidated VIEs: March 31, 2024 Real Estate Physician AHISP Entities LLCs IPA Current assets $ 131,103 $ 7,372,220 $ 8,398,253 Property and equipment, net - 3,668 11,325 Other long-term assets 33,134,000 - 91,694 Total assets $ 33,265,103 $ 7,375,888 $ 8,501,272 Current liabilities 38,510 5,672,833 8,501,272 Long-term liabilities 12,670,853 - - Total liabilities 12,709,363 5,672,833 8,501,272 Equity 20,555,740 1,703,055 - Total liabilities and equity $ 33,265,103 $ 7,375,888 $ 8,501,272 December 31, 2023 Real Estate Physician AHISP Entities LLCs IPA Current assets $ 138,342 $ 8,074,928 $ 8,473,486 Property and equipment, net - 3,668 65,277 Long-term assets 33,089,636 - 36,452 Total assets $ 33,227,978 $ 8,078,596 $ 8,575,215 Current liabilities 38,510 5,648,516 8,575,215 Long-term liabilities 12,959,171 - - Total liabilities 12,997,681 5,648,516 8,575,215 Equity 20,230,297 2,430,080 - Total liabilities and equity $ 33,227,978 $ 8,078,596 $ 8,575,215 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. As of March 31, 2024, two Real Estate Entities continue to be consolidated in our financial statements. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | Note 18 - 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: Reverse Stock Split On July 5, 2023, the Company held its annual meeting of stockholders on June 29, 2023. At such meeting, the Company’s stockholders approved a reverse stock split at a ratio within a range of 1 1 On April 1, 2024, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1 On April 9, 2024, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Split, effective at 11:59 p.m. Eastern Time on April 9, 2024 (the “Effective Time”). The Reverse Split did not modify any voting rights or other terms of the common stock, and the number of authorized shares of the Company will remain at 950,000,000. Unless otherwise noted, share numbers and per share amounts in these financial statements reflect the Reverse Stock Split. The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance, less the number of rounded whole shares issued for fractional shares on April 10, 2024. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: March 31, 2023 As Previously Impact of Reverse As Reported Stock Split Revised Common Stock - Shares 651,926,125 (608,464,383) 43,461,742 Common Stock - Amount $ 651,926 $ (608,464) $ 43,462 Additional Paid-in Capital $ 460,396,700 $ 608,464 $ 461,005,164 December 31, 2023 As Previously Impact of Reverse As Reported Stock Split Revised Common Stock - Shares 676,679,911 (631,567,917) 45,111,994 Common Stock - Amount $ 676,680 $ (631,568) $ 45,112 Additional Paid-in Capital $ 469,849,049 $ 631,568 $ 470,480,617 December 31, 2022 As Previously Impact of Reverse As Reported Stock Split Revised Common Stock - Shares 650,223,840 (606,875,584) 43,348,256 Common Stock - Amount $ 650,224 $ (606,876) $ 43,348 Additional Paid-in Capital $ 458,498,402 $ 606,876 $ 459,105,278 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: Three months ended March 31, 2023 As Previously Impact of Reverse As Reported Stock Split Revised Loss attributable to common stockholders $ (5,147,279) $ - $ (5,147,279) Weighted average shares used to compute basic and diluted EPS 650,915,693 (607,521,313) 43,394,380 Loss per share - basic and diluted $ (0.01) $ (0.11) $ (0.12) The following outstanding stock options and warrants exercisable or issuable into shares of common stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: Three months ended March 31, 2023 As Previously Impact of Reverse As Reported Stock Split Revised Common stock options 5,147,770 (4,804,585) 343,185 Common stock warrants 10,225,062 (9,543,392) 681,670 Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the three months ended March 31, 2023: As Previously Reported Impact of Reverse Stock Split Revised Options Weighted Average Options Weighted Average Options Weighted Average Outstanding Exercise Price Outstanding Exercise Price Outstanding Exercise Price Options outstanding at December 31, 2022 5,147,770 $ 2.30 (4,804,585) $ 32.20 343,185 $ 34.50 Options exercised — — — — — — Options cancelled — — — — — — Options outstanding at March 31, 2023 5,147,770 $ 2.32 (4,804,585) $ 32.49 343,185 $ 34.82 Warrants were adjusted retroactively to give effect to the Reverse Stock Split for the three months ended March 31, 2023: As Previously Reported Impact of Reverse Stock Split Revised Warrants Weighted Average Warrants Weighted Average Warrants Weighted Average Outstanding Exercise Price Outstanding Exercise Price Outstanding Exercise Price Warrants outstanding at December 31, 2022 11,033,015 $ 1.96 (10,297,481) $ 27.46 735,534 $ 29.42 Warrants exercised (806,453) 1.55 752,689 21.70 (53,764) 23.25 Warrants expired (1,500) 1.55 1,400 21.70 (100) 23.25 Warrants outstanding at March 31, 2023 10,225,062 $ 1.99 (9,543,392) $ 27.86 681,670 $ 29.85 * * * * * |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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”) because 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, 2023 and 2022. |
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. |
Cash and cash equivalents | Cash and cash equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. The Company has cash amounts, that were at times material, held in covered banking institutions in excess of the insured amounts, but does not deem the risk of loss to be likely. The Company has $4.1 million in restricted cash as of March 31, 2024. The amounts included in restricted cash represent those required to be set aside either by note payable agreement or compensating balance requirements. |
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. There were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented. |
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. |
Reclassifications | Reclassifications . Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. |
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. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue | |
Schedule of disaggregate revenue | Three Months Ended March 31, 2024 2023 Hospital Division: Net patient service revenue $ 59,823,298 $ 48,839,332 Management fees 206,071 448,832 Total Hospital Division revenue 60,029,369 49,288,164 Population Health Management Division: Capitation revenue, net 6,699,623 6,051,574 Management fees 379,828 719,626 SaaS revenue 344,967 270,053 Total Population Health Management Division revenue 7,424,418 7,041,253 Total revenue $ 67,453,787 $ 56,329,417 |
Schedule of allocation of the estimated transaction price | Three Months Ended March 31, 2024 2023 Insurance 91% 93% Self pay 6% 4% Workers compensation 2% 1% Medicare/Medicaid 1% 2% Total 100% 100% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Schedule of property and equipment | Useful March 31, December 31, Life (years) 2024 2023 Buildings and improvements 39 $ 18,926,097 $ 18,947,818 Land - 4,401,888 4,401,888 Leasehold improvements 10-39 27,778,203 27,606,383 Construction in progress - 2,733,511 3,776,138 Medical equipment 10 33,946,901 33,519,026 Office furniture and equipment 7 3,886,505 3,698,874 Computer hardware and software 5 6,999,058 6,066,520 Vehicles 5 145,090 135,590 Signage 10 1,690,501 1,576,475 Total cost 100,507,754 99,728,712 Less: accumulated depreciation (19,937,049) (18,341,063) Total property and equipment, net $ 80,570,705 $ 81,387,649 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets | Gross Accumulated Net Carrying Weighted Average March 31, 2024 Carrying Amount Amortization Amount Useful Life (in years) Amortizing intangible assets: Member relationships $ 18,491,000 $ 2,321,267 $ 16,169,733 15 Management contracts 2,021,000 252,625 1,768,375 16 Customer contracts 914,000 121,867 792,133 15 Trademarks 1,426,795 300,065 1,126,730 7-12 PHP technology 409,000 163,600 245,400 5 Total $ 23,261,795 $ 3,159,424 $ 20,102,371 December 31, 2023 Amortizing intangible assets: Member relationships $ 18,491,000 $ 2,015,772 $ 16,475,228 15 Management contracts 2,021,000 221,047 1,799,953 16 Customer contracts 914,000 106,633 807,367 15 Trademarks 1,426,795 262,557 1,164,238 7-12 PHP technology 409,000 143,150 265,850 5 Total $ 23,261,795 $ 2,749,159 $ 20,512,636 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2024 2023 Accrued wages and benefits $ 6,567,759 $ 6,590,710 Accrued medical insurance claims 1,902,615 1,865,280 Accrued taxes 1,510,191 405,352 Accrued other 7,713,569 4,093,954 Total accrued expenses and other current liabilities $ 17,694,134 $ 12,955,296 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt | |
Schedule of debt | Maturity Interest March 31, December 31, Dates Rates 2024 2023 Term loans secured by all assets 04/2024 - 10/2027 4.15 - 7.71% $ 6,610,077 $ 7,030,613 Term loans secured by property and equipment 04/2024 - 10/2028 3.59 - 10.00% 9,686,907 10,562,207 Term loan secured by deposits 04/2024 7.36% 2,915,000 - Line of credit secured by all assets 04/2024 - 09/2024 4.00 - 9.50% 2,777,128 3,371,675 Term loans of consolidated Real Estate Entities 05/2028 - 03/2037 2.84 - 5.75% 12,715,842 13,005,019 Unsecured convertible term notes 10/2025 8.00 - 10.00% 5,384,990 5,384,990 Pre-paid advance (convertible debt) 03/2024 0.00% - 3,078,302 Total 40,089,944 42,432,806 Less: unamortized issuance costs and discount 1,616,344 1,937,676 Less: short-term lines of credit 2,777,128 3,371,676 Less: current portion of long-term debt 9,388,455 10,808,721 Total long-term debt $ 26,308,017 $ 26,314,733 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of lease of property and equipment | Three Months Ended March 31, 2024 2023 Operating lease cost $ 644,698 $ 948,515 Finance lease cost: Amortization of right-of-use assets $ 2,225,670 $ 2,484,275 Interest on lease liabilities 3,400,227 2,688,520 Total finance lease cost $ 5,625,897 $ 5,172,795 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock-based Compensation | |
Schedule of stock-based awards activity | Weighted Average Options Weighted Average Remaining Contractual Outstanding Exercise Price Life (Years) Options outstanding at December 31, 2022 343,185 $ 34.50 7.60 Options exercised — — Options cancelled — — Options outstanding at March 31, 2023 343,185 $ 34.82 7.35 Options outstanding at December 31, 2023 275,810 $ 33.58 6.94 Options exercised — — Options cancelled — — Options outstanding at March 31, 2024 275,810 $ 33.58 6.69 |
Schedule of stock options outstanding | Expiration Number Number Exercise Date Outstanding Exercisable Price January 27, 2027 6,000 6,000 $ 22.50 May 11, 2027 17,333 17,333 22.50 June 9, 2027 1,667 1,667 38.25 January 28, 2028 6,000 6,000 24.15 January 27, 2030 12,080 12,080 22.50 June 30, 2030 7,137 7,137 21.75 August 4, 2029 675 675 83.40 January 28, 2031 66,667 66,667 24.15 February 28, 2031 13,333 13,333 30.00 September 9, 2031 128,985 128,985 41.25 September 9, 2031 10,933 10,933 41.25 December 17, 2031 5,000 5,000 52.50 Total 275,810 275,810 |
Schedule of changes in restricted stock units | Shares (in thousands) Weighted Average Grant-Date Fair Value Per Share Non-vested awards, December 31, 2022 — — Granted — — Vested — — Non-vested awards, March 31, 2023 — — Non-vested awards, December 31, 2023 26 $ 15.15 Granted — — Vested (13) 15.15 Non-vested awards, March 31, 2024 13 $ 15.15 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity | |
Schedule of common stock warrants | Weighted Average Warrants Weighted Average Remaining Contractual Outstanding Exercise Price Life (years) Warrants outstanding at December 31, 2022 735,534 $ 29.42 3.80 Warrants exercised (53,764) 23.25 Warrants expired (100) 23.25 Warrants outstanding at March 31, 2023 681,670 $ 29.85 3.53 Warrants outstanding at December 31, 2023 1,356,237 $ 17.41 4.42 Warrants issued 4,444,444 2.25 Warrants amended 718,000 3.00 Warrants exercised - Warrants expired - Warrants outstanding at March 31, 2024 6,518,681 $ 5.16 4.78 |
Schedule of outstanding warrants | Expiration Number Number Exercise Date Outstanding Exercisable Price December 31, 2024 36,992 36,992 $ 100.05 October 31, 2025 1,082 1,082 18.75 October 31, 2025 104,430 104,430 23.25 February 26, 2026 19,216 19,216 60.00 July 31, 2026 168,860 168,860 23.25 May 31, 2027 307,657 307,657 26.25 September 30, 2029 165,000 165,000 3.00 October 31, 2029 572,500 572,500 3.00 November 30, 2029 51,667 51,667 3.00 December 31, 2029 646,833 646,833 3.00 January 25, 2029 4,444,444 4,444,444 2.25 Total 6,518,681 6,518,681 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings per Share | |
Schedule of earnings (loss) per share | Three Months Ended March 31, 2024 2023 Amounts attributable to Nutex Health Inc.: Numerator: Net loss attributable to common stockholders $ (364,075) $ (5,147,279) Denominator: Weighted average shares used to compute basic EPS 48,492,347 43,394,380 Loss per share: Basic $ (0.01) $ (0.12) Diluted $ (0.01) $ (0.12) |
Supplemental Cash Flows Infor_2
Supplemental Cash Flows Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flows Information | |
Schedule of supplemental cash flows information | Three Months Ended March 31, 2024 2023 Cash paid for interest $ 548,418 $ 430,643 Non-cash investing and financing activities: Financed capital expenditures - 2,709,019 Acquisition of finance leases - 18,798,667 Termination of operating and finance leases - 2,818,498 Exercise of warrants on cashless basis - 702 Issuance of common stock to Apollo Medical Holdings, Inc. - 1,900,000 Deconsolidation of Real Estate Entity - 4,258,133 Warrant liability related to common stock issuance 7,661,557 - Reverse stock split adjustment 24 Common stock issued for Employee Stock Purchase Plan 19,026 - Convertible debt converted to common stock 320,688 - |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Information | |
Schedule of assets | March 31, December 31, 2024 2023 Assets: Hospital division $ 283,487,838 $ 278,635,841 Population health management division 83,889,168 83,647,378 Real estate division 36,906,848 35,962,278 Total Assets $ 404,283,854 $ 398,245,497 |
Schedule of segment information | Three Months Ended March 31, 2024 2023 Revenue from external customers: Hospital division $ 60,029,369 $ 49,288,164 Population health management division 7,424,418 7,041,253 Total revenue $ 67,453,787 $ 56,329,417 Segment operating income (loss): Hospital division 10,471,050 4,778,637 Population health management division (313,872) 69,086 Total segment operating income $ 10,157,178 $ 4,847,723 Capital expenditures: Hospital division 733,323 4,376,983 Real estate division - - Total capital expenditures $ 733,323 $ 4,376,983 Revenue from inter-segment activities: Real estate division $ 799,850 $ 258,015 Depreciation and amortization: Hospital division 3,764,347 3,564,022 Population health management division 420,995 388,047 Real estate division 860 41,678 Total depreciation and amortization $ 4,186,202 $ 3,993,747 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Variable Interest Entities | |
Schedule of consolidated balance sheets | March 31, 2024 Real Estate Physician AHISP Entities LLCs IPA Current assets $ 131,103 $ 7,372,220 $ 8,398,253 Property and equipment, net - 3,668 11,325 Other long-term assets 33,134,000 - 91,694 Total assets $ 33,265,103 $ 7,375,888 $ 8,501,272 Current liabilities 38,510 5,672,833 8,501,272 Long-term liabilities 12,670,853 - - Total liabilities 12,709,363 5,672,833 8,501,272 Equity 20,555,740 1,703,055 - Total liabilities and equity $ 33,265,103 $ 7,375,888 $ 8,501,272 December 31, 2023 Real Estate Physician AHISP Entities LLCs IPA Current assets $ 138,342 $ 8,074,928 $ 8,473,486 Property and equipment, net - 3,668 65,277 Long-term assets 33,089,636 - 36,452 Total assets $ 33,227,978 $ 8,078,596 $ 8,575,215 Current liabilities 38,510 5,648,516 8,575,215 Long-term liabilities 12,959,171 - - Total liabilities 12,997,681 5,648,516 8,575,215 Equity 20,230,297 2,430,080 - Total liabilities and equity $ 33,227,978 $ 8,078,596 $ 8,575,215 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Schedule of reverse stock split retroactively adjusted | March 31, 2023 As Previously Impact of Reverse As Reported Stock Split Revised Common Stock - Shares 651,926,125 (608,464,383) 43,461,742 Common Stock - Amount $ 651,926 $ (608,464) $ 43,462 Additional Paid-in Capital $ 460,396,700 $ 608,464 $ 461,005,164 December 31, 2023 As Previously Impact of Reverse As Reported Stock Split Revised Common Stock - Shares 676,679,911 (631,567,917) 45,111,994 Common Stock - Amount $ 676,680 $ (631,568) $ 45,112 Additional Paid-in Capital $ 469,849,049 $ 631,568 $ 470,480,617 December 31, 2022 As Previously Impact of Reverse As Reported Stock Split Revised Common Stock - Shares 650,223,840 (606,875,584) 43,348,256 Common Stock - Amount $ 650,224 $ (606,876) $ 43,348 Additional Paid-in Capital $ 458,498,402 $ 606,876 $ 459,105,278 Three months ended March 31, 2023 As Previously Impact of Reverse As Reported Stock Split Revised Loss attributable to common stockholders $ (5,147,279) $ - $ (5,147,279) Weighted average shares used to compute basic and diluted EPS 650,915,693 (607,521,313) 43,394,380 Loss per share - basic and diluted $ (0.01) $ (0.11) $ (0.12) Three months ended March 31, 2023 As Previously Impact of Reverse As Reported Stock Split Revised Common stock options 5,147,770 (4,804,585) 343,185 Common stock warrants 10,225,062 (9,543,392) 681,670 As Previously Reported Impact of Reverse Stock Split Revised Options Weighted Average Options Weighted Average Options Weighted Average Outstanding Exercise Price Outstanding Exercise Price Outstanding Exercise Price Options outstanding at December 31, 2022 5,147,770 $ 2.30 (4,804,585) $ 32.20 343,185 $ 34.50 Options exercised — — — — — — Options cancelled — — — — — — Options outstanding at March 31, 2023 5,147,770 $ 2.32 (4,804,585) $ 32.49 343,185 $ 34.82 As Previously Reported Impact of Reverse Stock Split Revised Warrants Weighted Average Warrants Weighted Average Warrants Weighted Average Outstanding Exercise Price Outstanding Exercise Price Outstanding Exercise Price Warrants outstanding at December 31, 2022 11,033,015 $ 1.96 (10,297,481) $ 27.46 735,534 $ 29.42 Warrants exercised (806,453) 1.55 752,689 21.70 (53,764) 23.25 Warrants expired (1,500) 1.55 1,400 21.70 (100) 23.25 Warrants outstanding at March 31, 2023 10,225,062 $ 1.99 (9,543,392) $ 27.86 681,670 $ 29.85 |
Organization and Operations (De
Organization and Operations (Details) | 3 Months Ended | |||||||
Apr. 09, 2024 shares | Apr. 01, 2024 | Apr. 01, 2022 shares | Mar. 31, 2024 employee item facility individual state shares | Mar. 31, 2023 shares | Apr. 10, 2024 shares | Dec. 31, 2023 shares | Dec. 31, 2022 shares | |
Number of hospital facilities | facility | 21 | |||||||
Number of states the company operates within | state | 9 | |||||||
Number of full time employees | employee | 800 | |||||||
Number of contract doctors | individual | 230 | |||||||
Partner with physicians | item | 1,700 | |||||||
Common stock outstanding | 49,719,375 | 43,461,742 | 45,111,994 | 43,348,256 | ||||
Common stock authorized | 950,000,000 | 950,000,000 | ||||||
Subsequent Event | ||||||||
Conversion ratio | 0.067 | 0.067 | ||||||
Common stock outstanding | 745,426,858 | 49,719,375 | ||||||
Common stock authorized | 950,000,000 | |||||||
Minimum | ||||||||
Conversion ratio | 0.50 | |||||||
Maximum | ||||||||
Conversion ratio | 0.067 | |||||||
Clinigence Holdings, Inc. | ||||||||
Conversion ratio | 3.57143% | |||||||
Common Stock | ||||||||
Common stock issuance (in shares) | 4,444,444 | 66,667 | ||||||
Merger Agreement | Common Stock | Clinigence Holdings, Inc. | ||||||||
Common stock issuance (in shares) | 592,791,712 | |||||||
Nutex Health Inc | Merger Agreement | Nutex Subsidiaries | Nutex Health Holdco LLC | ||||||||
Ownership percentage | 84% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||
Mar. 31, 2024 USD ($) segment entity | Mar. 31, 2023 entity | Jun. 30, 2022 entity | Dec. 31, 2022 entity | Dec. 31, 2023 entity | Mar. 31, 2024 USD ($) entity | |
Number of deconsolidated Real Estate Entities | entity | 18 | 1 | 17 | 18 | 18 | 18 |
Number of reportable segments | segment | 3 | |||||
Restricted Cash | $ | $ 4.1 | $ 4.1 | ||||
Physician LLC and Real Estate Entities | ||||||
Ownership percentage | 100% | 100% | ||||
Associated Hispanic Physicians of So. California | AHP Health Management Services Inc. | ||||||
Percentage of control | 100% |
Revenue - Disaggregate revenue
Revenue - Disaggregate revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue | ||
Revenues | $ 67,453,787 | $ 56,329,417 |
Hospital division | ||
Disaggregation of Revenue | ||
Revenues | 60,029,369 | 49,288,164 |
Population health management division | ||
Disaggregation of Revenue | ||
Revenues | 7,424,418 | 7,041,253 |
Net Patient Service Revenue | Hospital division | ||
Disaggregation of Revenue | ||
Revenues | 59,823,298 | 48,839,332 |
Capitation Revenue Net | Population health management division | ||
Disaggregation of Revenue | ||
Revenues | 6,699,623 | 6,051,574 |
Management Fees | Hospital division | ||
Disaggregation of Revenue | ||
Revenues | 206,071 | 448,832 |
Management Fees | Population health management division | ||
Disaggregation of Revenue | ||
Revenues | 379,828 | 719,626 |
Saas Revenue | Population health management division | ||
Disaggregation of Revenue | ||
Revenues | $ 344,967 | $ 270,053 |
Revenue - Insurance Coverage (D
Revenue - Insurance Coverage (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue | ||
Life Insurance Assumed Ratio | 100% | 100% |
Insurance | ||
Disaggregation of Revenue | ||
Life Insurance Assumed Ratio | 91% | 93% |
Self pay | ||
Disaggregation of Revenue | ||
Life Insurance Assumed Ratio | 6% | 4% |
Workers compensation | ||
Disaggregation of Revenue | ||
Life Insurance Assumed Ratio | 2% | 1% |
Medicare/Medicaid | ||
Disaggregation of Revenue | ||
Life Insurance Assumed Ratio | 1% | 2% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue for cash collections previously deemed uncollectible | $ 0.7 | |
Deferred revenue | $ 0.1 | $ 0.1 |
Minimum | ||
Percentage of net patient service revenue | 90% |
Property and Equipment - Catego
Property and Equipment - Categories (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment | ||
Property and equipment, gross | $ 100,507,754 | $ 99,728,712 |
Less: accumulated depreciation | (19,937,049) | (18,341,063) |
Total property and equipment, net | $ 80,570,705 | 81,387,649 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Useful Life (years) | 39 years | |
Property and equipment, gross | $ 18,926,097 | 18,947,818 |
Land | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 4,401,888 | 4,401,888 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 27,778,203 | 27,606,383 |
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 | $ 2,733,511 | 3,776,138 |
Medical equipment | ||
Property, Plant and Equipment | ||
Useful Life (years) | 10 years | |
Property and equipment, gross | $ 33,946,901 | 33,519,026 |
Office furniture and equipment | ||
Property, Plant and Equipment | ||
Useful Life (years) | 7 years | |
Property and equipment, gross | $ 3,886,505 | 3,698,874 |
Computer hardware and software | ||
Property, Plant and Equipment | ||
Useful Life (years) | 5 years | |
Property and equipment, gross | $ 6,999,058 | 6,066,520 |
Vehicles | ||
Property, Plant and Equipment | ||
Useful Life (years) | 5 years | |
Property and equipment, gross | $ 145,090 | 135,590 |
Signage | ||
Property, Plant and Equipment | ||
Useful Life (years) | 10 years | |
Property and equipment, gross | $ 1,690,501 | $ 1,576,475 |
Property and Equipment (Details
Property and Equipment (Details) | 3 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 item | Mar. 31, 2024 entity | Mar. 31, 2023 USD ($) | |
Property, Plant and Equipment | ||||
Number of real estate entities consolidated | 2 | 2 | ||
Depreciation and amortization | $ 4,186,202 | $ 3,993,747 | ||
Property, Plant and Equipment | ||||
Property, Plant and Equipment | ||||
Depreciation and amortization | $ 1,600,000 | $ 1,100,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Components (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets | |||
Gross Carrying Amount | $ 23,261,795 | $ 23,261,795 | |
Accumulated amortization | 3,159,424 | 2,749,159 | |
Net Carrying Amount | 20,102,371 | 20,512,636 | |
Amortization of intangible assets | 400,000 | $ 400,000 | |
Goodwill | $ 17,066,263 | $ 17,066,263 | |
Member relationships | |||
Finite-Lived Intangible Assets | |||
Weighted Average Useful Life (in years) | 15 years | 15 years | |
Gross Carrying Amount | $ 18,491,000 | $ 18,491,000 | |
Accumulated amortization | 2,321,267 | 2,015,772 | |
Net Carrying Amount | $ 16,169,733 | $ 16,475,228 | |
Management contracts | |||
Finite-Lived Intangible Assets | |||
Weighted Average Useful Life (in years) | 16 years | 16 years | |
Gross Carrying Amount | $ 2,021,000 | $ 2,021,000 | |
Accumulated amortization | 252,625 | 221,047 | |
Net Carrying Amount | $ 1,768,375 | $ 1,799,953 | |
Customer contracts | |||
Finite-Lived Intangible Assets | |||
Weighted Average Useful Life (in years) | 15 years | 15 years | |
Gross Carrying Amount | $ 914,000 | $ 914,000 | |
Accumulated amortization | 121,867 | 106,633 | |
Net Carrying Amount | 792,133 | 807,367 | |
Trademarks | |||
Finite-Lived Intangible Assets | |||
Gross Carrying Amount | 1,426,795 | 1,426,795 | |
Accumulated amortization | 300,065 | 262,557 | |
Net Carrying Amount | $ 1,126,730 | $ 1,164,238 | |
Trademarks | Minimum | |||
Finite-Lived Intangible Assets | |||
Weighted Average Useful Life (in years) | 7 years | 7 years | |
Trademarks | Maximum | |||
Finite-Lived Intangible Assets | |||
Weighted Average Useful Life (in years) | 12 years | 12 years | |
PHP technology | |||
Finite-Lived Intangible Assets | |||
Weighted Average Useful Life (in years) | 5 years | 5 years | |
Gross Carrying Amount | $ 409,000 | $ 409,000 | |
Accumulated amortization | 163,600 | 143,150 | |
Net Carrying Amount | $ 245,400 | $ 265,850 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses and Other Current Liabilities | ||
Accrued wages and benefits | $ 6,567,759 | $ 6,590,710 |
Accrued medical insurance claims | 1,902,615 | 1,865,280 |
Accrued taxes | 1,510,191 | 405,352 |
Accrued other | 7,713,569 | 4,093,954 |
Total accrued expenses and other current liabilities | $ 17,694,134 | $ 12,955,296 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument | ||
Total | $ 40,089,944 | $ 42,432,806 |
Less: unamortized issuance costs and discount | 1,616,344 | 1,937,676 |
Less: short-term lines of credit | 2,777,128 | 3,371,676 |
Less: current portion of long-term debt | 9,388,455 | 10,808,721 |
Long-term debt, net | 26,308,017 | 26,314,733 |
Term loans secured by all assets | ||
Debt Instrument | ||
Total | $ 6,610,077 | $ 7,030,613 |
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 | $ 9,686,907 | $ 10,562,207 |
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) | 10% | 10% |
Line of credit secured by all assets | ||
Debt Instrument | ||
Total | $ 2,777,128 | $ 3,371,675 |
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) | 9.50% | 9.50% |
Term loans of consolidated Real Estate Entities | ||
Debt Instrument | ||
Total | $ 12,715,842 | $ 13,005,019 |
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% |
Term loan secured by deposits | ||
Debt Instrument | ||
Interest Rates (as percentage) | 7.36% | 7.36% |
Total | $ 2,915,000 | |
Unsecured convertible term notes | ||
Debt Instrument | ||
Total | $ 5,384,990 | $ 5,384,990 |
Unsecured convertible term notes | Minimum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 8% | 8% |
Unsecured convertible term notes | Maximum | ||
Debt Instrument | ||
Interest Rates (as percentage) | 10% | 10% |
Prepaid Advance | ||
Debt Instrument | ||
Interest Rates (as percentage) | 0% | 0% |
Total | $ 3,078,302 |
Debt - Term Loans and Lines of
Debt - Term Loans and Lines of Credit (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||
Mar. 31, 2024 USD ($) entity | Mar. 31, 2023 entity | Jun. 30, 2022 entity | Dec. 31, 2022 entity | Dec. 31, 2023 entity | Mar. 31, 2024 USD ($) entity | |
Debt | ||||||
Number of deconsolidated Real Estate Entities | entity | 18 | 1 | 17 | 18 | 18 | 18 |
Debt instrument not in compliance with debt service coverage ratio | $ 0.2 | $ 0.2 | ||||
Remaining borrowing capacity | $ 1.2 | $ 1.2 |
Debt - Pre-Paid Advance Agreeme
Debt - Pre-Paid Advance Agreement (Details) | 3 Months Ended | 12 Months Ended | |||||||
Mar. 26, 2024 $ / shares shares | Jan. 22, 2024 USD ($) | Apr. 11, 2023 USD ($) D shares | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Apr. 26, 2024 $ / shares | Apr. 25, 2024 $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument | |||||||||
Warrant duration | 5 years | ||||||||
Strike price | $ / shares | $ 0.68 | $ 2.25 | |||||||
Debt Issuance Costs | $ 1,616,344 | $ 1,937,676 | |||||||
Debt, Converted Instrument, Amount | 320,688 | ||||||||
Net cash proceeds, received | $ 9,200,000 | ||||||||
Gross proceeds | $ 9,202,500 | ||||||||
Debt issuance costs | $ 800,000 | ||||||||
Prior to Reverse Stock Split | |||||||||
Debt Instrument | |||||||||
Warrants issued to purchase of common stock | shares | 4,038,750 | ||||||||
Accredited Investors Warrants | |||||||||
Debt Instrument | |||||||||
Warrants issued to purchase of common stock | shares | 448,750 | ||||||||
Strike price | $ / shares | $ 6 | ||||||||
Accredited Investors Warrants | Prior to Reverse Stock Split | |||||||||
Debt Instrument | |||||||||
Warrants issued to purchase of common stock | shares | 6,731,250 | ||||||||
Strike price | $ / shares | $ 0.40 | ||||||||
Common Stock Warrants | |||||||||
Debt Instrument | |||||||||
Warrant duration | 4 years 9 months 10 days | 4 years 5 months 1 day | 3 years 6 months 10 days | 3 years 9 months 18 days | |||||
Warrants issued to purchase of common stock | shares | 897,500 | 4,444,444 | |||||||
Strike price | $ / shares | $ 3 | ||||||||
Common Stock Warrants | Prior to Reverse Stock Split | |||||||||
Debt Instrument | |||||||||
Warrants issued to purchase of common stock | shares | 13,462,500 | ||||||||
Placement Agent Warrants | |||||||||
Debt Instrument | |||||||||
Warrants issued to purchase of common stock | shares | 538,500 | ||||||||
Placement Agent Warrants | Prior to Reverse Stock Split | |||||||||
Debt Instrument | |||||||||
Warrants issued to purchase of common stock | shares | 8,077,500 | 269,250 | |||||||
September 2023 Private Offering | |||||||||
Debt Instrument | |||||||||
Warrant duration | 6 years | ||||||||
Conversion price per share | $ / shares | $ 3 | ||||||||
Interest rate paid in cash (as a percent) | 8% | ||||||||
Interest rate paid in kind (as a percent) | 10% | ||||||||
Grace days for payment of outstanding principal amount and accrued interests | 30 days | ||||||||
Adjusted interest rate payable | 12% | ||||||||
Interest Rate, Effective Percentage | 21.50% | ||||||||
Emerson Equity LLC ("Emerson") | September 2023 Private Offering | |||||||||
Debt Instrument | |||||||||
Cash commission payable (as a percent) | 10% | ||||||||
Percentage of warrants to purchase common stock on total units | 20% | ||||||||
Prepaid Advance | |||||||||
Debt Instrument | |||||||||
Interest Rates (as percentage) | 0% | 0% | |||||||
Prepaid Advance | Yorkville | Pre-Paid Advance Agreement with Yorkville | |||||||||
Debt Instrument | |||||||||
Percentage of the face amount for issue | 90% | ||||||||
Initial pre-paid advance amount with expenses | $ 15,000,000 | ||||||||
Interest Rates (as percentage) | 0% | ||||||||
Interest Rate Upon Events of Default | 15% | ||||||||
Maturity date | 12 months | ||||||||
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 | 1,500,000 | ||||||||
Debt, Converted Instrument, Amount | $ 7,300,000 | ||||||||
Optional prepayment | 8,200,000 | ||||||||
Convertible Debt, Principal | 7,700,000 | ||||||||
Prepayment Premium | $ 1,000,000 | ||||||||
Prepaid Advance | Yorkville | Pre-Paid Advance Agreement with Yorkville | Prior to Reverse Stock Split | |||||||||
Debt Instrument | |||||||||
Convertible notes, converted to shares | shares | 23,100,000 | ||||||||
Convertible debt | |||||||||
Debt Instrument | |||||||||
Conversion price per share | $ / shares | $ 3 | $ 6 | |||||||
Additional number of common shares issuable | shares | 1,795,000 | 897,500 | |||||||
Convertible debt | Prior to Reverse Stock Split | |||||||||
Debt Instrument | |||||||||
Conversion price per share | $ / shares | $ 0.20 | $ 0.40 | |||||||
Additional number of common shares issuable | shares | 26,925,000 | 13,462,500 | |||||||
Convertible debt | September 2023 Private Offering | |||||||||
Debt Instrument | |||||||||
Net carrying amount | $ 3,800,000 | ||||||||
Interest Expense | 300,000 | ||||||||
Amortization expense | 200,000 | ||||||||
Accrued interest expense | $ 100,000 | ||||||||
Convertible debt | Maximum | |||||||||
Debt Instrument | |||||||||
Interest Rates (as percentage) | 10% | 10% | |||||||
Convertible debt | Minimum | |||||||||
Debt Instrument | |||||||||
Interest Rates (as percentage) | 8% | 8% |
Leases - Leases of property and
Leases - Leases of property and equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Operating lease cost | $ 644,698 | $ 948,515 |
Finance lease cost: | ||
Amortization of right-of-use assets | 2,225,670 | 2,484,275 |
Interest on lease liabilities | 3,400,227 | 2,688,520 |
Total finance lease cost | $ 5,625,897 | $ 5,172,795 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Jun. 29, 2023 shares | Apr. 01, 2023 USD ($) shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2022 shares | |
Share-Based Payment Arrangement | ||||
Shares issued and outstanding | 1% | |||
Restricted Stock | ||||
Share-Based Payment Arrangement | ||||
Restricted common stock awards issued (in shares) | 40,277 | |||
Restricted common stock awards issued | $ | $ 0.6 | |||
Prior to Reverse Stock Split | Restricted Stock | ||||
Share-Based Payment Arrangement | ||||
Restricted common stock awards issued (in shares) | 604,158 | |||
Equity Incentive 2022 Plan | ||||
Share-Based Payment Arrangement | ||||
Maximum aggregate number of shares that may be issued | 333,333 | |||
Multiplying factor | 10 | |||
Share price | $ / shares | $ 2.80 | |||
Equity Incentive 2022 Plan | Prior to Reverse Stock Split | ||||
Share-Based Payment Arrangement | ||||
Maximum aggregate number of shares that may be issued | 5,000,000 | |||
Equity Incentive 2023 Plan | ||||
Share-Based Payment Arrangement | ||||
Maximum aggregate number of shares that may be issued | 734,263 | |||
Number of additional shares authorized | 583,462 | |||
Equity Incentive 2023 Plan | Prior to Reverse Stock Split | ||||
Share-Based Payment Arrangement | ||||
Maximum aggregate number of shares that may be issued | 11,013,943 | |||
Number of additional shares authorized | 8,751,928 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Awards Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement Roll-Forward | ||||
Options, Outstanding, Beginning Balance | 275,810 | 343,185 | 343,185 | |
Options, Outstanding, Ending Balance | 275,810 | 343,185 | 275,810 | 343,185 |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Beginning Balance | $ 33.58 | $ 34.50 | $ 34.50 | |
Weighted Average Exercise Price, Ending Balance | $ 33.58 | $ 34.82 | $ 33.58 | $ 34.50 |
Weighted Average Remaining Contractual Life (Years) | 6 years 8 months 8 days | 7 years 4 months 6 days | 6 years 11 months 8 days | 7 years 7 months 6 days |
Stock-based Compensation - Opti
Stock-based Compensation - Options Outstanding (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement | ||||
Number Outstanding | 275,810 | 275,810 | 343,185 | 343,185 |
Number Exercisable | 275,810 | |||
Exercise Price | $ 33.58 | $ 33.58 | $ 34.82 | $ 34.50 |
January 27, 2027 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 6,000 | |||
Number Exercisable | 6,000 | |||
Exercise Price | $ 22.50 | |||
May 11, 2027 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 17,333 | |||
Number Exercisable | 17,333 | |||
Exercise Price | $ 22.50 | |||
June 9, 2027 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 1,667 | |||
Number Exercisable | 1,667 | |||
Exercise Price | $ 38.25 | |||
January 28, 2028 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 6,000 | |||
Number Exercisable | 6,000 | |||
Exercise Price | $ 24.15 | |||
January 27, 2030 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 12,080 | |||
Number Exercisable | 12,080 | |||
Exercise Price | $ 22.50 | |||
June 30, 2030 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 7,137 | |||
Number Exercisable | 7,137 | |||
Exercise Price | $ 21.75 | |||
August 4, 2029 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 675 | |||
Number Exercisable | 675 | |||
Exercise Price | $ 83.40 | |||
January 28, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 66,667 | |||
Number Exercisable | 66,667 | |||
Exercise Price | $ 24.15 | |||
February 28, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 13,333 | |||
Number Exercisable | 13,333 | |||
Exercise Price | $ 30 | |||
September 9, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 128,985 | |||
Number Exercisable | 128,985 | |||
Exercise Price | $ 41.25 | |||
September 9, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 10,933 | |||
Number Exercisable | 10,933 | |||
Exercise Price | $ 41.25 | |||
December 17, 2031 | ||||
Share-Based Payment Arrangement | ||||
Number Outstanding | 5,000 | |||
Number Exercisable | 5,000 | |||
Exercise Price | $ 52.50 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units Issued and Vested (Details) - RSUs - shares | 3 Months Ended | |
Apr. 01, 2023 | Mar. 31, 2024 | |
Share-Based Payment Arrangement | ||
Vested | 13,000 | |
Vested on April 1, 2023 | ||
Share-Based Payment Arrangement | ||
Vested | 14,314 | |
Vested on March 1, 2024 | ||
Share-Based Payment Arrangement | ||
Vested | 12,980 | |
Vest on March 1, 2025 | ||
Share-Based Payment Arrangement | ||
Vested | 12,980 | |
Prior to Reverse Stock Split | Vested on April 1, 2023 | ||
Share-Based Payment Arrangement | ||
Vested | 214,720 | |
Prior to Reverse Stock Split | Vested on March 1, 2024 | ||
Share-Based Payment Arrangement | ||
Vested | 194,720 | |
Prior to Reverse Stock Split | Vest on March 1, 2025 | ||
Share-Based Payment Arrangement | ||
Vested | 194,720 |
Stock-based Compensation - Re_2
Stock-based Compensation - Restricted Stock Units (Details) - RSUs $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) item $ / shares shares | |
Share-Based Payment Arrangement Rollforward | |
Beginning balance | shares | 26 |
Vested | shares | (13) |
Ending balance | shares | 13 |
Weighted Average Grant-Date Fair Value Per Share | |
Beginning balance | $ / shares | $ 15.15 |
Vested | $ / shares | 15.15 |
Ending balance | $ / shares | $ 15.15 |
Unrecognized compensation cost | $ | $ 0.2 |
Share-based award vesting period | 10 months 24 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) - 2023 Employee Stock Purchase Plan | 1 Months Ended |
May 31, 2023 shares | |
Share-Based Payment Arrangement | |
Shares authorized | 333,333 |
Percentage of the market value at which employee stock purchase plan participants are entitled to purchase stock under the plan | 85% |
Common stock issued for Employee Stock Purchase Plan (in shares) | 7,462 |
Prior to Reverse Stock Split | |
Share-Based Payment Arrangement | |
Shares authorized | 5,000,000 |
Common stock issued for Employee Stock Purchase Plan (in shares) | 111,917 |
Equity (Details)
Equity (Details) | 3 Months Ended | |||||||||
Mar. 31, 2024 USD ($) Vote $ / shares shares | Mar. 26, 2024 $ / shares shares | Jan. 22, 2024 USD ($) D $ / shares shares | Mar. 31, 2024 USD ($) Vote $ / shares shares | Mar. 31, 2023 USD ($) shares | Apr. 26, 2024 $ / shares | Apr. 25, 2024 $ / shares | Jan. 25, 2024 USD ($) | Dec. 31, 2023 $ / shares shares | Dec. 31, 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 | $ | $ 49,167 | $ 1,900,000 | ||||||||
Warrants outstanding | 6,518,681 | 6,518,681 | 681,670 | 735,534 | ||||||
Warrant duration | 5 years | 5 years | ||||||||
Gross proceeds | $ | $ 9,200,000 | |||||||||
Warrant liability related to common stock issuance | $ | 7,700,000 | $ 7,661,557 | ||||||||
Allocation of proceeds related to common stock issuance | $ | 1,500,000 | 1,540,943 | $ 1,900,000 | |||||||
Offering expenses | $ | $ 800,000 | |||||||||
Warrant liability | $ | $ 5,060,810 | $ 5,060,810 | $ 7,700,000 | |||||||
Adjustment of Warrants | $ | $ 2,600,000 | |||||||||
Weighted average prices | 100% | |||||||||
Trading days | D | 10 | |||||||||
Strike price | $ / shares | $ 0.68 | $ 2.25 | ||||||||
Common Stock | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Common stock issuance (in shares) | 4,444,444 | 66,667 | ||||||||
Allocation of proceeds related to common stock issuance | $ | $ 4,444 | $ 67 | ||||||||
Prior to Reverse Stock Split | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Warrants issued to purchase of common stock | 4,038,750 | 4,038,750 | ||||||||
Volatility | Level 3 | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Fair value of the warrant | 1.20 | |||||||||
Common Stock Warrants | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Warrants outstanding | 6,518,681 | 6,518,681 | 681,670 | 1,356,237 | 735,534 | |||||
Warrants issued to purchase of common stock | 4,444,444 | 897,500 | 4,444,444 | |||||||
Warrant duration | 4 years 9 months 10 days | 4 years 9 months 10 days | 3 years 6 months 10 days | 4 years 5 months 1 day | 3 years 9 months 18 days | |||||
Strike price | $ / shares | $ 3 | |||||||||
Warrants Amended | 718,000 | 718,000 | ||||||||
Common Stock Warrants | Prior to Reverse Stock Split | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Warrants issued to purchase of common stock | 13,462,500 | |||||||||
Warrants Amended | 10,770,000 | |||||||||
Securities purchase agreement | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||
Common stock issuance (in shares) | 4,444,444 | |||||||||
Warrants issued to purchase of common stock | 4,444,444 | |||||||||
Warrants issued ratio | 1 | |||||||||
Offering price | $ / shares | $ 2.25 | |||||||||
Warrant duration | 5 years | |||||||||
Percentage of beneficially owned by such holder | 4.99% | |||||||||
Percentage of beneficially owned by the issuance of any warrants | 9.99% | |||||||||
Strike price | $ / shares | $ 2.25 | |||||||||
Securities purchase agreement | Prior to Reverse Stock Split | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Common stock issuance (in shares) | 66,666,666 | |||||||||
Warrants issued to purchase of common stock | 66,666,666 | |||||||||
Offering price | $ / shares | $ 0.15 | |||||||||
Strike price | $ / shares | $ 0.15 | |||||||||
Securities purchase agreement | Common Stock Warrants | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Common stock issuance (in shares) | 4,444,444 | |||||||||
Offering price | $ / shares | $ 2.25 | $ 2.25 | ||||||||
Securities purchase agreement | Common Stock Warrants | Prior to Reverse Stock Split | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Common stock issuance (in shares) | 66,666,666 | |||||||||
Offering price | $ / shares | $ 0.15 | $ 0.15 |
Equity - Common Stock Warrants
Equity - Common Stock Warrants (Details) - $ / shares | 3 Months Ended | ||||
Mar. 26, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants Outstanding | |||||
Warrants outstanding, beginning balance | 735,534 | ||||
Warrants exercised | 53,764 | ||||
Warrants expired | (100) | ||||
Warrants outstanding, ending balance | 6,518,681 | 681,670 | |||
Warrants Weighted Average Exercise Price | |||||
Warrants outstanding, beginning balance (in dollars per share) | $ 29.42 | ||||
Warrants exercised (in dollars per share) | 23.25 | ||||
Warrants expired (in dollars per share) | 23.25 | ||||
Warrants outstanding, ending balance (in dollars per share) | $ 29.85 | ||||
Warrants Weighted Average Remaining Contractual Life (years) | 5 years | ||||
Common Stock Warrants | |||||
Warrants Outstanding | |||||
Warrants outstanding, beginning balance | 1,356,237 | 735,534 | |||
Warrants issued | 897,500 | 4,444,444 | |||
Warrants amended | 718,000 | 718,000 | |||
Warrants exercised | (100) | ||||
Warrants expired | (53,764) | ||||
Warrants outstanding, ending balance | 6,518,681 | 681,670 | |||
Warrants Weighted Average Exercise Price | |||||
Warrants outstanding, beginning balance (in dollars per share) | $ 17.41 | $ 29.42 | |||
Warrant issued (in dollar per share) | 2.25 | ||||
Warrants amended (in dollars per share) | 3 | ||||
Warrants exercised (in dollars per share) | 23.25 | ||||
Warrants expired (in dollars per share) | 23.25 | ||||
Warrants outstanding, ending balance (in dollars per share) | $ 5.16 | $ 29.85 | |||
Warrants Weighted Average Remaining Contractual Life (years) | 4 years 9 months 10 days | 3 years 6 months 10 days | 4 years 5 months 1 day | 3 years 9 months 18 days |
Equity - Schedule of Outstandin
Equity - Schedule of Outstanding Warrants (Details) - $ / shares | Apr. 26, 2024 | Apr. 25, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement | |||||
Number Outstanding | 6,518,681 | 681,670 | 735,534 | ||
Number Exercisable | 6,518,681 | ||||
Exercise Price | $ 0.68 | $ 2.25 | |||
December 31, 2024 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 36,992 | ||||
Number Exercisable | 36,992 | ||||
Exercise Price | $ 100.05 | ||||
October 31, 2025 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 1,082 | ||||
Number Exercisable | 1,082 | ||||
Exercise Price | $ 18.75 | ||||
October 31, 2025 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 104,430 | ||||
Number Exercisable | 104,430 | ||||
Exercise Price | $ 23.25 | ||||
February 26, 2026 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 19,216 | ||||
Number Exercisable | 19,216 | ||||
Exercise Price | $ 60 | ||||
July 31, 2026 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 168,860 | ||||
Number Exercisable | 168,860 | ||||
Exercise Price | $ 23.25 | ||||
May 31, 2027 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 307,657 | ||||
Number Exercisable | 307,657 | ||||
Exercise Price | $ 26.25 | ||||
September 30, 2029 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 165,000 | ||||
Number Exercisable | 165,000 | ||||
Exercise Price | $ 3 | ||||
October 31, 2029 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 572,500 | ||||
Number Exercisable | 572,500 | ||||
Exercise Price | $ 3 | ||||
November 30, 2029 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 51,667 | ||||
Number Exercisable | 51,667 | ||||
Exercise Price | $ 3 | ||||
December 31, 2029 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 646,833 | ||||
Number Exercisable | 646,833 | ||||
Exercise Price | $ 3 | ||||
January 25, 2029 | |||||
Share-Based Payment Arrangement | |||||
Number Outstanding | 4,444,444 | ||||
Number Exercisable | 4,444,444 | ||||
Exercise Price | $ 2.25 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Effective tax rate | 14.20% |
Federal statutory rate | 21% |
Earnings per Share - Computatio
Earnings per Share - Computation of EPS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator- | ||
Net loss attributable to common stockholders | $ (364,075) | $ (5,147,279) |
Denominator: | ||
Weighted average shares used to compute basic EPS | 48,492,347 | 43,394,380 |
Weighted average shares used to compute diluted EPS | 43,394,380 | |
Loss per share: | ||
Basic | $ (0.01) | $ (0.12) |
Diluted | $ (0.01) | $ (0.12) |
Earnings per Share (Details)
Earnings per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Stock Option | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 275,810 | 343,185 |
Employee Stock Option | Prior to Reverse Stock Split | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,137,149 | 5,147,770 |
Warrant | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 6,518,681 | 681,670 |
Warrant | Prior to Reverse Stock Split | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 97,780,228 | 10,225,062 |
RSUs | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 12,980 | |
RSUs | Prior to Reverse Stock Split | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 194,720 | |
Convertible debt securities | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 1,795,000 | |
Convertible debt securities | Prior to Reverse Stock Split | ||
Earnings per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 26,925,000 |
Supplemental Cash Flows Infor_3
Supplemental Cash Flows Information (Details) - USD ($) | 3 Months Ended | ||
Jan. 22, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental Cash Flows Information | |||
Cash paid for interest | $ 548,418 | $ 430,643 | |
Non-cash investing and financing activities: | |||
Financed capital expenditures | 2,709,019 | ||
Acquisition of finance leases | 18,798,667 | ||
Termination of operating and finance leases | 2,818,498 | ||
Exercise of warrants on cashless basis | 702 | ||
Issuance of common stock to Apollo Medical Holdings, Inc. | $ 1,500,000 | 1,540,943 | 1,900,000 |
Deconsolidation of Real Estate Entity | $ 4,258,133 | ||
Warrant liability related to common stock issuance | $ 7,700,000 | 7,661,557 | |
Reverse stock split adjustment | 24 | ||
Common stock issued for Employee Stock Purchase Plan | 19,026 | ||
Convertible debt converted to common stock | $ 320,688 |
Segment Information - Assets (D
Segment Information - Assets (Details) | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | |
Segment Information | ||
Number of reportable segments | segment | 3 | |
Total Assets | $ 404,283,854 | $ 398,245,497 |
Hospital division | ||
Segment Information | ||
Total Assets | 283,487,838 | 278,635,841 |
Population health management division | ||
Segment Information | ||
Total Assets | 83,889,168 | 83,647,378 |
Real estate division | ||
Segment Information | ||
Total Assets | $ 36,906,848 | $ 35,962,278 |
Segment Information - Operation
Segment Information - Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Information | ||
Total revenue | $ 67,453,787 | $ 56,329,417 |
Total segment operating income | 10,157,178 | 4,847,723 |
Total capital expenditures | 733,323 | 4,376,983 |
Total depreciation and amortization | 4,186,202 | 3,993,747 |
Intersegment Eliminations | ||
Segment Information | ||
Total revenue | 799,850 | 258,015 |
Hospital division | Operating Segment | ||
Segment Information | ||
Total revenue | 60,029,369 | 49,288,164 |
Total segment operating income | 10,471,050 | 4,778,637 |
Total capital expenditures | 733,323 | 4,376,983 |
Total depreciation and amortization | 3,764,347 | 3,564,022 |
Population health management division | Operating Segment | ||
Segment Information | ||
Total revenue | 7,424,418 | 7,041,253 |
Total segment operating income | (313,872) | 69,086 |
Total depreciation and amortization | 420,995 | 388,047 |
Real estate division | Operating Segment | ||
Segment Information | ||
Total depreciation and amortization | $ 860 | $ 41,678 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||
Mar. 31, 2024 USD ($) item entity | Mar. 31, 2023 USD ($) entity | Jun. 30, 2022 entity | Dec. 31, 2022 entity | Dec. 31, 2023 USD ($) entity | Mar. 31, 2024 USD ($) entity item | |
Related Party Transactions | ||||||
Net expense | $ 9,465,967 | $ 8,438,061 | ||||
Accounts Payable, Related Parties | $ 1,000,000 | $ 900,000 | $ 1,000,000 | |||
Number of deconsolidated Real Estate Entities | entity | 18 | 1 | 17 | 18 | 18 | 18 |
Number of consolidated real estate entity | item | 2 | 2 | ||||
Accounts payable | $ 17,217,905 | $ 18,899,196 | $ 17,217,905 | |||
Revenues | 67,453,787 | $ 56,329,417 | ||||
Hospital division | ||||||
Related Party Transactions | ||||||
Lease obligation payments | 4,700,000 | $ 3,500,000 | ||||
Managerial Services Agreements | ||||||
Related Party Transactions | ||||||
Number of ER Entities operated | entity | 2 | |||||
Managerial Services Agreements | Hospital division | ||||||
Related Party Transactions | ||||||
Revenues | $ 200,000 | |||||
Physician LLCs | ||||||
Related Party Transactions | ||||||
Accounts Payable, Related Parties | 3,300,000 | 2,900,000 | 3,300,000 | |||
ER Entities | ||||||
Related Party Transactions | ||||||
Accounts Receivable, Related Parties | 4,200,000 | 4,100,000 | 4,200,000 | |||
ER Entities | Managerial Services Agreements | ||||||
Related Party Transactions | ||||||
Repayments of related party debt | $ 300,000 | |||||
Micro Hospital Holding LLC | ||||||
Related Party Transactions | ||||||
Accounts payable | $ 1,400,000 | $ 1,200,000 | $ 1,400,000 |
Variable Interest Entities - Ba
Variable Interest Entities - Balance sheet amounts (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Variable Interest Entities | |||
Current assets | $ 100,358,343 | $ 90,848,403 | |
Property and equipment, net | 80,570,705 | 81,387,649 | |
Total assets | 404,283,854 | 398,245,497 | |
Current liabilities | 59,888,184 | 58,313,052 | |
Total liabilities | 324,271,704 | 319,139,391 | |
Equity | 63,018,939 | 61,453,190 | |
Total liabilities and equity | 404,283,854 | 398,245,497 | |
Real Estate Entities | |||
Variable Interest Entities | |||
Property and equipment, net | $ 8,400,000 | ||
Total liabilities | $ 5,400,000 | ||
Primary Beneficiary | Real Estate Entities | |||
Variable Interest Entities | |||
Current assets | 131,103 | 138,342 | |
Other long-term assets | 33,134,000 | 33,089,636 | |
Total assets | 33,265,103 | 33,227,978 | |
Current liabilities | 38,510 | 38,510 | |
Long-term liabilities | 12,670,853 | 12,959,171 | |
Total liabilities | 12,709,363 | 12,997,681 | |
Equity | 20,555,740 | 20,230,297 | |
Total liabilities and equity | 33,265,103 | 33,227,978 | |
Primary Beneficiary | Physician LLCs | |||
Variable Interest Entities | |||
Current assets | 7,372,220 | 8,074,928 | |
Property and equipment, net | 3,668 | 3,668 | |
Total assets | 7,375,888 | 8,078,596 | |
Current liabilities | 5,672,833 | 5,648,516 | |
Total liabilities | 5,672,833 | 5,648,516 | |
Equity | 1,703,055 | 2,430,080 | |
Total liabilities and equity | 7,375,888 | 8,078,596 | |
Primary Beneficiary | AHISPIPA | |||
Variable Interest Entities | |||
Current assets | 8,398,253 | 8,473,486 | |
Property and equipment, net | 11,325 | 65,277 | |
Other long-term assets | 91,694 | 36,452 | |
Total assets | 8,501,272 | 8,575,215 | |
Current liabilities | 8,501,272 | 8,575,215 | |
Total liabilities | 8,501,272 | 8,575,215 | |
Total liabilities and equity | $ 8,501,272 | $ 8,575,215 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | 3 Months Ended | |||
Mar. 31, 2024 USD ($) item | Mar. 31, 2024 USD ($) entity | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | |
Number of real estate entities consolidated | 2 | 2 | ||
Fixed assets | $ 80,570,705 | $ 80,570,705 | $ 81,387,649 | |
Other assets | 685,260 | 685,260 | 431,135 | |
Liabilities | 324,271,704 | 324,271,704 | 319,139,391 | |
Equity attributable to noncontrolling interests | $ 16,993,211 | $ 16,993,211 | $ 17,652,916 | |
Real Estate Entities | ||||
Cash | $ 1,000,000 | |||
Fixed assets | 8,400,000 | |||
Other assets | 200,000 | |||
Liabilities | 5,400,000 | |||
Equity attributable to noncontrolling interests | $ 4,300,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended | ||||
Apr. 09, 2024 | Apr. 01, 2024 | Mar. 31, 2024 shares | Apr. 10, 2024 shares | Dec. 31, 2023 shares | |
Subsequent Events | |||||
Common stock authorized | 950,000,000 | 950,000,000 | |||
Minimum | |||||
Subsequent Events | |||||
Conversion ratio | 0.50 | ||||
Maximum | |||||
Subsequent Events | |||||
Conversion ratio | 0.067 | ||||
Subsequent Event | |||||
Subsequent Events | |||||
Conversion ratio | 0.067 | 0.067 | |||
Common stock authorized | 950,000,000 |
Subsequent Events - Equity (Det
Subsequent Events - Equity (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock - Shares | 49,719,375 | 43,461,742 | 45,111,994 | 43,348,256 |
Common stock | $ 49,719 | $ 43,462 | $ 45,112 | $ 43,348 |
Additional paid-in capital | 472,405,834 | 461,005,164 | $ 470,480,617 | $ 459,105,278 |
Net loss attributable to common stockholders | $ (364,075) | $ (5,147,279) | ||
Weighted average shares used to compute basic EPS | 48,492,347 | 43,394,380 | ||
Weighted average shares used to compute diluted EPS | 43,394,380 | |||
Basic earnings (loss) per common share (in dollar per share) | $ (0.01) | $ (0.12) | ||
Diluted earnings (loss) perc common share (in dollar per share) | $ (0.01) | $ (0.12) | ||
Options, Outstanding, Beginning Balance | 275,810 | 343,185 | ||
Options, Outstanding, Ending Balance | 275,810 | 343,185 | ||
Weighted Average Exercise Price, Beginning Balance | $ 33.58 | $ 34.50 | ||
Weighted Average Exercise Price, Ending Balance | $ 33.58 | $ 34.82 | ||
Warrants outstanding, beginning balance | 735,534 | |||
Warrants Exercised | (53,764) | |||
Warrants expired | (100) | |||
Warrants outstanding, ending balance | 6,518,681 | 681,670 | ||
Warrants outstanding, beginning balance (in dollars per share) | $ 29.42 | |||
Warrants exercised (in dollars per share) | 23.25 | |||
Warrants expired (in dollars per share) | 23.25 | |||
Warrants outstanding, ending balance (in dollars per share) | $ 29.85 | |||
Employee Stock Option | ||||
Antidilutive securities excluded from computation of earnings per share amount | 275,810 | 343,185 | ||
Warrant | ||||
Antidilutive securities excluded from computation of earnings per share amount | 6,518,681 | 681,670 | ||
As Previously Reported | ||||
Common Stock - Shares | 651,926,125 | 676,679,911 | 650,223,840 | |
Common stock | $ 651,926 | $ 676,680 | $ 650,224 | |
Additional paid-in capital | 460,396,700 | $ 469,849,049 | $ 458,498,402 | |
Net loss attributable to common stockholders | $ (5,147,279) | |||
Weighted average shares used to compute diluted EPS | 650,915,693 | |||
Basic earnings (loss) per common share (in dollar per share) | $ (0.01) | |||
Options, Outstanding, Beginning Balance | 5,147,770 | |||
Options, Outstanding, Ending Balance | 5,147,770 | |||
Weighted Average Exercise Price, Beginning Balance | $ 2.30 | |||
Weighted Average Exercise Price, Ending Balance | $ 2.32 | |||
Warrants outstanding, beginning balance | 11,033,015 | |||
Warrants Exercised | (806,453) | |||
Warrants expired | (1,500) | |||
Warrants outstanding, ending balance | 10,225,062 | |||
Warrants outstanding, beginning balance (in dollars per share) | $ 1.96 | |||
Warrants exercised (in dollars per share) | 1.55 | |||
Warrants expired (in dollars per share) | 1.55 | |||
Warrants outstanding, ending balance (in dollars per share) | $ 1.99 | |||
As Previously Reported | Employee Stock Option | ||||
Antidilutive securities excluded from computation of earnings per share amount | 5,147,770 | |||
As Previously Reported | Warrant | ||||
Antidilutive securities excluded from computation of earnings per share amount | 10,225,062 | |||
Impact of Reverse Stock Split | ||||
Common Stock - Shares | (608,464,383) | (631,567,917) | (606,875,584) | |
Common stock | $ (608,464) | $ (631,568) | $ (606,876) | |
Additional paid-in capital | $ 608,464 | $ 631,568 | $ 606,876 | |
Weighted average shares used to compute diluted EPS | (607,521,313) | |||
Basic earnings (loss) per common share (in dollar per share) | $ (0.11) | |||
Options, Outstanding, Beginning Balance | (4,804,585) | |||
Options, Outstanding, Ending Balance | (4,804,585) | |||
Weighted Average Exercise Price, Beginning Balance | $ 32.20 | |||
Weighted Average Exercise Price, Ending Balance | $ 32.49 | |||
Warrants outstanding, beginning balance | (10,297,481) | |||
Warrants Exercised | 752,689 | |||
Warrants expired | 1,400 | |||
Warrants outstanding, ending balance | (9,543,392) | |||
Warrants outstanding, beginning balance (in dollars per share) | $ 27.46 | |||
Warrants exercised (in dollars per share) | 21.70 | |||
Warrants expired (in dollars per share) | 21.70 | |||
Warrants outstanding, ending balance (in dollars per share) | $ 27.86 | |||
Impact of Reverse Stock Split | Employee Stock Option | ||||
Antidilutive securities excluded from computation of earnings per share amount | (4,804,585) | |||
Impact of Reverse Stock Split | Warrant | ||||
Antidilutive securities excluded from computation of earnings per share amount | (9,543,392) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (364,075) | $ (5,147,279) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |