Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document and Entity Information: | ||
Entity Registrant Name | Clinigence Holdings, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Entity Central Index Key | 0001479681 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 40,819,284 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State Country Code | DE | |
File Number | 000-53862 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 3,741,458 | $ 26,931 |
Accounts receivable | 346,988 | 18,283 |
Prepaid expenses and other current assets | 69,208 | 111,842 |
Total current assets | 4,157,654 | 157,056 |
Long-term assets | ||
Property and equipment, net | 11,337 | 12,391 |
Investment in ACMG | 7,134,000 | 0 |
Intangilbe assets, net | 9,653,956 | 0 |
Goodwill | 54,978,298 | 0 |
Deposits and other assets | 410 | 410 |
Total assets | 75,935,655 | 169,857 |
Current liabilities | ||
Accounts payable and accrued expenses | 4,336,217 | 695,424 |
Customer deposits | 12,000 | 38,651 |
Accrued interest on notes payable | 202,247 | 0 |
Due to related parties | 128,176 | 30,000 |
Deferred revenue | 53,837 | 76,687 |
Current portion of convertible notes payable | 825,000 | 0 |
Current portion of notes payable | 1,384,637 | 312,890 |
Total current liabilities | 6,942,114 | 1,153,652 |
Long-term liabilities | ||
Deferred tax liabilities | 2,429,500 | 0 |
Notes payable | 300,000 | 150,000 |
Total liabilities | 9,671,614 | 1,303,652 |
Stockholders' equity (deficiency) | ||
Preferred stock, $.001 par value; authorized - 100,000,000 shares; issued and outstanding - 0 shares in 2020 and 2019, respectively | 0 | 0 |
Common stock, $.001 par value; authorized - 800,000,000 shares; 39,270,648 and 5,282,545 shares issued and outstandingas of March 31, 2021 and December 31, 2020, respectively | 39,271 | 5,282 |
Additional paid-in capital | 88,927,872 | 17,079,885 |
Accumulated deficit | (22,663,521) | (18,218,962) |
Noncontrolling interest | (39,581) | 0 |
Total stockholders' equity (deficiency) | 66,264,041 | (1,133,795) |
Total liabilities and stockholders' equity (deficiency) | $ 75,935,655 | $ 169,857 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 39,270,648 | 5,282,545 |
Common stock, shares outstanding | 39,270,648 | 5,282,545 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 2,014,345 | $ 465,630 |
Cost of Sales | 1,587,473 | 199,128 |
Gross profit | 426,872 | 266,502 |
Operating Expenses | ||
Research and development | 76,720 | 114,879 |
Sales and marketing | 9,739 | 121,180 |
General and Administrative Expense | 4,426,292 | 836,052 |
Amortization | 64,044 | 134,306 |
Total operating expenses | 4,576,795 | 1,206,417 |
Income (loss) from operations | (4,149,923) | (939,915) |
Other income (expenses) | ||
Interest income | 114 | 0 |
Interest Expense | (334,331) | (64,993) |
Total other income (expenses) | (334,217) | (64,993) |
Loss from continuing operations | (4,484,140) | (1,004,908) |
Loss from discontinued operations (including gain on disposal of $142,027 for the three months ended March 31, 2020) | 0 | (117,822) |
Net loss | (4,484,140) | (1,122,730) |
Net loss attributable to noncontrolling interest | (39,581) | 0 |
Net loss attributable to Clinigence Holdings, Inc. | $ (4,444,559) | $ (1,122,730) |
Basic and fully diluted income (loss) per common share: | ||
Continuing operations | $ (.24) | $ (.25) |
Discontinued operations | 0 | 0.01 |
Net income (loss) per common share | $ (.24) | $ (.24) |
Weighted average common shares outstanding - basic and fully diluted | 18,571,298 | 4,649,179 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Income Statement [Abstract] | |
Gain on disposal | $ 142,027 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) (UNAUDITED) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest [Member] | Treasury Stock [Member] | Total |
Stockholders' Equity, beginning of period, Value at Dec. 31, 2019 | $ 4,649 | $ 14,422,579 | $ (12,568,795) | $ 1,858,433 | ||
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2019 | 4,649,179 | |||||
Stock-based compensation, Value | 848,778 | 848,778 | ||||
Stock-based compensation, Shares | ||||||
Common stock issued in business acquisitions, Value | (1,170) | (1,170) | ||||
Common stock issued in business acquisitions, Shares | ||||||
Net loss | (1,122,730) | (1,122,730) | ||||
Stockholders' Equity, end of period, Value at Mar. 31, 2020 | $ 4,649 | 15,271,357 | (13,691,525) | (1,170) | 1,583,311 | |
Stockholders' Equity, end of period, Shares at Mar. 31, 2020 | 4,649,179 | |||||
Stockholders' Equity, beginning of period, Value at Dec. 31, 2020 | $ 5,282 | 17,079,885 | (18,218,962) | (1,133,795) | ||
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2020 | 5,282,545 | |||||
Stock-based compensation, Value | $ 979 | 3,881,658 | 3,882,637 | |||
Stock-based compensation, Shares | 978,721 | |||||
Common stock issued in business acquisitions, Value | $ 33,010 | 67,966,329 | 67,999,339 | |||
Common stock issued in business acquisitions, Shares | 33,009,382 | |||||
Net loss | (4,444,559) | (39,581) | (4,484,140) | |||
Stockholders' Equity, end of period, Value at Mar. 31, 2021 | $ 39,271 | $ 88,927,872 | $ (22,413,521) | $ (39,581) | $ 66,264,041 | |
Stockholders' Equity, end of period, Shares at Mar. 31, 2021 | 39,270,648 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,484,140) | $ (1,122,730) |
(Income) loss from discontinued operations | 0 | (39,752) |
Net loss from continuing operations | (4,484,140) | (1,162,482) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,054 | 5,101 |
Amortization | 64,044 | 47,114 |
Non cash interest expense | 476,619 | 159,160 |
Stock-based compensation expense | 3,852,637 | 848,778 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (59,390) | 32,142 |
Prepaid expenses and other current assets | 70,912 | 26,455 |
Deposits and other assets | 0 | (410) |
Accounts payable and accrued expenses | (439,298) | (739,155) |
Customer deposits | (26,651) | 0 |
Lease liability | 0 | (12,039) |
Deferred revenue | (22,850) | (77,656) |
NET CASH USED IN OPERATING ACTIVITIES | (567,063) | (872,992) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Preacquisition loans from subsidiary | 85,000 | 0 |
Cash acquired from acquisitions of subsidiary | 3,803,267 | 0 |
Net cash provided by (used) in continuing investing activities | 3,888,267 | 0 |
Net cash used in discontinued investing activities | 0 | (2,656) |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 3,888,267 | (2,656) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 410,088 | 0 |
Payments on notes payable | (16,765) | (20,877) |
Net cash provided by (used in) continuing financing activities | 393,323 | (20,877) |
Net cash used in discontinued financing activities | 0 | (1,170) |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 393,323 | (22,047) |
NET INCREASE (DECREASE) IN CASH | 3,714,527 | (897,695) |
CASH - BEGINNING OF PERIOD | 26,931 | 1,065,434 |
CASH - END OF PERIOD | 3,741,458 | 167,739 |
Cash paid during the period for Interest | ||
Interest | 11,127 | 5,655 |
Non-cash investing and financing activities: | ||
Treasury stock acquired in sale of discontinued operations | 0 | 1,170 |
Common stock issued for acquisition of subsidiaries | 67,999,339 | 0 |
Related party loans converted to common stock | 30,000 | 0 |
Notes payable converted to accounts payable | 228,518 | 0 |
Deferred tax liability recorded on intangible assets | $ 2,429,500 | $ 0 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 1 - Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation The consolidated financial statements presented are those of Clinigence Holdings, Inc., formerly known as iGambit Inc., (the “Company”) and its wholly-owned subsidiaries, Accountable Healthcare America, Inc. (“AHA”), AHP Management, Inc. (“AHP”), Clinigence Health, Inc. (“Clinigence”) and HealthDatix, Inc. (“HealthDatix”). The Company’s name was changed to Clinigence Holdings, Inc. on October 29, 2019 in connection with a reverse merger. In October 2018, Clinigence was incorporated as a wholly-owned subsidiary of Clinigence LLC. The Company is a population health analytics company that provides turnkey SaaS solutions that enable connected intelligence across the care continuum by transforming massive amounts of data into actionable insights. The Company’s solutions help healthcare organizations throughout the United States improve the quality and cost-effectiveness of care, enhance population health management and optimize provider networks. The Company enables risk-bearing healthcare organizations achieve their objectives on the path to value-based care. The Company’s platform automatically extracts and delivers targeted data insights from its cloud-based analytics engine directly to the workflows and technologies of its customers. This enhances end-user workflows with actionable analytics, seamlessly delivers data from disparate sources to the point of engagement, automates the delivery of data to ensure on-time access, and reduces dependency on non-essential applications from the end-user’s workflow. All of this allows the healthcare organization to enable population health management, manage cost and utilization, improve quality, identify gaps in care, risk stratify and target patients, increase collaboration among providers and to optimize network provider performance. AHA was organized to acquire a series of companies providing a broad array of health and managed care services to Medicare members. AHA’s initial focus is on acquiring Accountable Care Organizations (“ACO’s”), Managed Service Organizations (“MSO’s”) and Primary Care Physician Practices (“PCP’s”) with significant numbers of Medicare members. Interim Financial Statements The following (a) condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 5, 2021. Business Acquisitions Merger With AHP Management Inc. On February 25, 2021, Clinigence Holdings, Inc., a Delaware corporation (“Parent” or the “Company”), AHP, Inc., a California corporation (“AHP”), AHP Acquisition Corp., a Delaware corporation, a wholly owned subsidiary of Parent (“Merger Sub”), and Robert Chan (the “Shareholders’ Representative”) entered into an agreement and plan of merger (the “AHP Merger Agreement”). The transactions contemplated by the AHP Merger Agreement were consummated on February 26, 2021 (the “AHP Closing”). The AHP Merger Agreement provided for the merger of Merger Sub with and into AHP, h ereafter referred to as the “AHP Acquisition.” Some states have laws that prohibit business entities with non-physician owners from practicing medicine, which are generally referred to as the corporate practice of medicine laws. States that have corporate practice of medicine laws require only physicians to practice medicine, exercise control over medical decisions or engage in certain arrangements with other physicians, such as fee-splitting. California is a corporate practice of medicine state. AHP was a privately held company with controlling interest in its’ affiliate Associated Hispanic Physicians of Southern California IPA, a California Medical corporation, (“AHPIPA”). A key term of the AHP Merger Agreement is that at Closing, AHP Management Inc entered into a Management Services Agreement with AHPIPA (the “Management Services Agreements”) making AHPIPA a Variable Interest Entity (VIE) of Clinigence. Therefore, we mainly operate by maintaining a long-term MSA with our affiliated AHPIPA, which are owned and operated by a network of independent primary care physicians and specialists, and which employ or contract with additional physicians to provide medical services. Under such agreements, we provide and perform non-medical management and administrative services, including financial management, information systems, marketing, risk management and administrative support. AHP has entered into an MSA with AHPIPA., AHPIPA contracts with various HMOs or licensed health care service plans, each of which pays a fixed capitation payment. In return, AHPIPA arranges for the delivery of health care services by contracting with physicians or professional medical corporations for primary care and specialty care services. AHPIPA assumes the financial risk of the cost of delivering health care services in excess of the fixed amounts received. The risk is subject to stop-loss provisions in contracts with HMOs. Some risk is transferred to the contracted physicians or professional corporations. The physicians in the IPA are exclusively in control of, and responsible for, all aspects of the practice of medicine for enrolled patients. In accordance with relevant accounting guidance, (see Note 10) AHPIPA has been determined to be a VIE of AHP, as AHP is its primary beneficiary with the ability, through majority representation on the AHPIPA Board and otherwise, to direct the activities (excluding clinical decisions) that most significantly affect AHIPIPA's economic performance. Therefore, AHPIPA is consolidated in the accompanying financial statements . Merger With Accountable Healthcare America, Inc. On February 25, 2021, Clinigence Holdings, Inc., a Delaware corporation (“Parent” or the “Company”), Accountable Healthcare America, Inc., a Delaware corporation (“AHA”), and AHA Acquisition Corp., a Delaware corporation, a wholly owned subsidiary of Parent (“Merger Sub”) entered into an agreement and plan of merger (the “AHA Merger Agreement”). The transactions contemplated by the AHA Merger Agreement were consummated on February 26, 2021 (the “AHA Closing”). The AHA Merger Agreement provided for the merger of Merger Sub with and into AHA, h ereafter referred to as the “AHA Acquisition.” Pursuant to the AHP Merger Agreement, at the Closing, the former AHP Stockholders were entitled to receive 19,000,000 Company Shares valued at $2.06 per share, inclusive of outstanding AHP options and warrants assumed by the Company, which constitutes 45% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. For each share of AHP Shares, each former AHP Stockholder was entitled to receive 19,000,000 shares of Company Shares valued at $2.06 per share. Pursuant to the AHA Merger Agreement, at the Closing, the former AHA Stockholders were entitled to receive 14,009,388 Company Shares, inclusive of certain outstanding AHA options and warrants assumed by the Company, which constitutes 35% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. The following table presents the preliminary allocation of the value of the common shares issued for AHA to the acquired identifiable assets, liabilities assumed and goodwill: Fair Value Cash $ 697,191 Other current assets 2,100 Investment in ACMG 7,134,000 PHP technology 2,729,000 Loan to Clinigence 85,000 Accounts payable (1,143,106 ) Due to related party (128,176 ) Notes payable (1,056,942 ) Convertible notes payable (575,000 ) Goodwill 21,115,272 Purchase price $ 28,859,339 The following table presents the preliminary allocation of the value of the common shares issued for AHP to the acquired identifiable assets, liabilities assumed and goodwill: Fair Value Cash $ 3,105,877 Accounts receivable 269,315 Deposits and other assets 26,178 Member relationships 6,444,000 Trademarks 545,000 Accounts payable (2,683,896 ) Goodwill 31,433,526 Purchase price $ 39,140,000 |
Note 2 - Discontinued Operation
Note 2 - Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Note 2 - Discontinued Operations | Note 2 – Discontinued Operations Sale of Business On April 21, 2020 (effective March 1, 2020) the Company completed the sale of HealthDatix, Inc., a Florida corporation (“HDX FL”) to Jerry Robinson, Mary-Jo Robinson and Kathleen Shepherd (“HDX Management”) in accordance with a Stock Purchase Agreement (the “Purchase Agreement”) by and between the Company and HDX Management. Pursuant to the Purchase Agreement, the total consideration paid for the outstanding capital stock of HDX FL was the execution of Settlement and Release Agreements by HDX Management, releasing the Company from all obligations pursuant to certain HDX Management Employment Agreements dated April 1, 2017, and remittance of 1,000 shares of HDX common stock previously issued to HDX Management. As per the Purchase Agreement, the Company’s operations of HDX FL ended February 29, 2020 and HDX Management’s operation of the business is effective as of March 1, 2020. The components of loss from discontinued operations presented in the consolidated statements of operations for the three months ended March 31, 2021 are presented as follows: Sales $ 5,958 Cost of sales (6,795 ) General and administrative expenses (101,100 ) Depreciation and amortization (75 ) Interest expense (263 ) Loss from operations (102,275 ) Gain on disposal of HealthDatix 142,027 Income from discontinued operations $ 39,752 |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 3 - Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Clinigence Health, Inc., Accountable Healthcare America Inc., AHP Management Inc., and HealthDatix Inc. All intercompany accounts and transactions have been eliminated. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Variable Interest Entities On an ongoing basis, as circumstances indicate the need for reconsideration, the Company evaluates each legal entity that is not wholly-owned by the Company in accordance with the consolidation guidance. The evaluation considers all of the Company’s variable interests, including equity ownership, as well as management services agreements. To fall within the scope of the consolidation guidance, an entity must meet both of the following criteria: • The entity has a legal structure that has been established to conduct business activities and to hold assets; such entity can be in the form of a partnership, limited liability company, or corporation, among others; and • The Company has a variable interest in the legal entity – i.e., variable interests that are contractual, such as equity ownership, or other financial interests that change with changes in the fair value of the entity’s net assets. If an entity does not meet both criteria above, the Company applies other accounting guidance, such as the cost or equity method of accounting. If an entity does meet both criteria above, the Company evaluates such entity for consolidation under either the variable interest model if the legal entity meets any of the following characteristics to qualify as a VIE, or under the voting model for all other legal entities that are not VIEs. A legal entity is determined to be a VIE if it has any of the following three characteristics: 1. The entity does not have sufficient equity to finance its activities without additional subordinated financial support; 2. The entity is established with non-substantive voting rights (i.e., where the entity deprives the majority economic interest holder(s) of voting rights); or 3. The equity holders, as a group, lack the characteristics of a controlling financial interest. Equity holders meet this criterion if they lack any of the following: a. The power, through voting rights or similar rights, to direct the activities of the entity that most significantly influence the entity’s economic performance, as evidenced by: i. Substantive participating rights in day-to-day management of the entity’s activities; or ii. Substantive kick-out rights over the party responsible for significant decisions; iii. The obligation to absorb the entity’s expected losses; or iv. The right to receive the entity’s expected residual returns. If the Company determines that any of the three characteristics of a VIE are met, the Company will conclude that the entity is a VIE and evaluate it for consolidation under the variable interest model. Variable interest model If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Refer to Note 17 – “Variable Interest Entities (VIEs)” to the consolidated financial statements for information on the Company’s consolidated VIEs. If there are variable interests in a VIE but the Company is not the primary beneficiary, the Company may account for the investment using the equity method of accounting. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. The Company’s investment in AHA was valued at level 3 input. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Revenue Recognition Revenue is generated primarily by software licenses, training, and consulting. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis. Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months. SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis. On January 1, 2019, the Company adopted the new revenue recognition standard Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit. Revenue from substantially all the Company’s contracts with customers continues to be recognized over time as performance obligations are satisfied. The Company provides its customers with software licensing, training, and consulting through SaaS-based subscriptions. This subscription revenue represents revenue earned under contracts in which the Company bills and collects the charges for licensing and related services. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations in the contract; and 5. Recognizing revenue when (or as) the Company satisfies its performance obligations. Revenues from subscriptions are deferred and recorded as deferred revenue when cash payments are received in advance of the satisfaction of the Company’s performance obligations and recognized over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. The Company primarily invoices its customers on a monthly basis and does not provide any refunds, rights of return, or warranties to its customers. AHA’s performance obligation is to manage ACO participants who provide healthcare services to CMS’s members for the purpose of generating shared savings. If achieved, the Company receives shared savings payments from CMS, which represents variable consideration. The shared savings payments are recognized using the most likely methodology. However, as the Company does not have sufficient insight from CMS into the financial performance of the shared risk pool because of unknown factors related to shifting patient count, risk adjustment factors and benchmark adjustments, among other factors, an estimate cannot be developed. Therefore, these amounts are considered to be fully constrained and only recorded in the months when such payments are known and/or received. The Company generally receives payment within ten months after the fiscal year-end. AHP negotiates fixed per-member, per-month (PMPM) rates (Capitation) with third-party insurers for a fixed period of time. The IPA recognizes capitation payments received in advance from third-party insurers as revenue on a monthly basis without regard to the frequency, extent, or nature of the medical services actually furnished. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $9,739 and $26,789 were charged to operations for the three months ended March 31, 2021 and 2020, respectively. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does not have any cash equivalents as of March 31, 2021 and December 31, 2020. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. Property and equipment and depreciation Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Office equipment and fixtures 5 - 7 years Computer hardware 5 years Computer software 3 years Development equipment 5 years Amortization Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Population Health Platform technology 11 years Member relationships 15 years Trademarks 6 years Goodwill Goodwill represents the excess of assets acquired over liabilities assumed of AHA and AHP and the fair market value of the common shares issued by the Company for the acquisition of AHA and AHP. In accordance with ASC Topic No. 350 “Intangibles – Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. No impairment was recorded during the three months ended March 31, 2021. Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. Deferred Revenue Deposits from customers are not recognized as revenues, but as liabilities, until the following conditions are met: revenues are realized when cash or claims to cash (receivable) are received in exchange for goods or services or when assets received in such exchange are readily convertible to cash or claim to cash or when such goods/services are transferred. When such income item is earned, the related revenue item is recognized, and the deferred revenue is reduced. To the extent revenues are generated from the Company’s support and maintenance services, the Company recognizes such revenues when services are completed and billed. The Company has received deposits from its various customers that have been recorded as deferred revenue and presented as current liabilities in the amount of $53,837 and $76,687 as of March 31, 2021 and December 31, 2020, respectively. Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Note 4 - Going Concern
Note 4 - Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 4 -Going Concern | Note 4 – Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $22,663,521, and a working capital deficit of $2,784,460 at March 31, 2021. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for the next twelve months from the date that the financial statements are issued. Management’s plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company’s ability to continue as a going concern, is dependent upon the ability to attain funding to secure additional resources to generate sufficient revenues and increased margin, which without these represent the principal conditions that raise substantial doubt about our ability to continue as a going concern. As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which are likely to negatively impact operations. Other financial impact could occur though such potential impact is unknown at this time. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next twelve months. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of a private placement of equity and debt instruments. In connection with the Company’s business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 5 - Property and Equipment | Note 5 – Property and Equipment Property and equipment are carried at cost and consist of the following at March 31, 2021 and December 31, 2020: 2021 2020 Office equipment and fixtures $ 5,300 $ 5,300 Computer hardware 41,065 41,065 Computer software 16,121 16,121 Less: Accumulated depreciation 51,149 50,095 $ 11,337 $ 12,391 Depreciation expense of $1,054 and $5,101 was charged to operations for the three months ended March 31, 2021 and 2020, respectively. |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 6 - Intangible Assets | Note 6 – Intangible Assets The following tables provide detail associated with the Company’s acquired identifiable intangible assets: As of March 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Member relationships $ 6,444,000 $ (35,800 ) $ 6,408,200 15 Trademarks 545,000 (7,570 ) 537,430 6 PHP technology 2,729,000 (20,674 ) 2,708,326 11 Total $ 9,718,000 $ (64,044 ) $ 9,653,956 Aggregate Amortization Expense: For the three months ended March 31, 2021 $ 64,044 |
Note 7 - Investment in ACMG
Note 7 - Investment in ACMG | 3 Months Ended |
Mar. 31, 2021 | |
Investments [Abstract] | |
Note 7 - Investment in ACMG | Note 7 – Investment in ACMG In connection with the acquisition of Accountable Care Medical Group of Florida, Inc. (“ACMG”), AHA defaulted on its payment obligations of $15,000,000 by the extended payment due date of November 15, 2020. Accordingly, AHA was required to return 71% of its ownership to the shareholders of ACMG in full settlement of the default. Consequently, AHA deconsolidated its reporting of ACMG. The Company recognized that AHA held a non-controlling 29% equity ownership interest in ACMG as of February 28, 2021 that was required to be measured at fair value. The Company determined through the services of an independent valuation under ASC 805 using an income approach, market approach, and asset-based approach that the fair value of its 29% equity ownership interest in ACMG is $7,134,000. |
Note 8 - Earnings (Loss) Per Co
Note 8 - Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 8 - Earnings (Loss) Per Common Share | Note 8 - Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share Three Months Ended March 31, 2021 2020 Stock options 2,890,431 672,758 Stock warrants 6,092,386 1,065,251 Total shares excluded from calculation 8,982,817 1,738,009 |
Note 9 - Stock Based Compensati
Note 9 - Stock Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 9 - Stock Based Compensation | Note 9 – Stock Based Compensation Options In 2019, the Company adopted the 2019 Omnibus Equity Incentive Plan (the "2019 Plan"). Awards granted under the 2019 Plan have a ten-year term and 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 and generally vest over a four year period. Stock option activity during the three months ended March 31, 2021 and 2020 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2019 48,854 $ 5.11 8.05 Options granted 628,678 1.28 Options expired (400 ) 0.01 Options cancelled (4,374 ) 5.56 Options outstanding at March 31, 2020 672,758 $ 1.70 9.02 Options outstanding at December 31, 2020 1,174,814 $ 1.61 8.11 Options granted 1,225,000 1.61 Options assumed in merger 490,617 2.00 Options outstanding at March 31, 2021 2,890,431 $ 1.68 7.64 Options outstanding at March 31, 2021 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date August 5, 2019 40,480 40,480 $ 5.56 August 5, 2029 October 29, 2019 3,600 3,600 $ 0.0725 June 6, 2027 January 27, 2020 307,884 307,884 $ 1.50 January 27, 2030 January 27, 2020 225,000 225,000 $ 1.50 January 27, 2027 February 29, 2020 95,794 95,794 $ 1.25 February 28, 2030 May 11, 2020 380,000 380,000 $ 1.50 May 11, 2027 June 30, 2020 122,056 122,056 $ 1.45 June 30, 2030 January 28, 2021 1,000,000 1,000,000 $ 1.61 January 28, 2031 January 28, 2021 225,000 225,000 $ 1.61 January 28, 2028 February 25, 2021 290,617 290,617 $ 2.00 March 15, 2025 February 25, 2021 200,000 200,000 $ 2.00 February 25, 2031 Total 2,890,431 2,890,431 Warrants In 2018, the Company issued fully vested warrants to investors as part of a private placement offering. Each unit offered in the private placement consisted of one share of common stock, and a warrant convertible into 0.4 shares of common stock at an exercise of $1.50 per whole share. The warrants are exercisable for a period of five years from the date of issuance. The warrants were cancelled on March 1, 2019 and reissued upon the Qualmetrix acquisition and are each convertible into one share of common stock at an exercise price of $6.67 per share until December 31, 2024. In November 2019, the Company issued fully vested warrants to investors as part of private placement subscription agreements pursuant to which the Company issued convertible promissory notes. Each noteholder received warrants to purchase common stock of 50% of the principal at an exercise price of $5.56 per share with an expiration date of October 31, 2025. Warrant activity during the three months ended March 31, 2021 and 2020 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 31, 2019 1,065,251 $ 6.04 5.17 No warrant activity — — Warrants outstanding at March 31, 2020 1,065,251 $ 6.04 4.92 Warrants outstanding at December 31, 2020 557,873 $ 6.77 3.79 Warrants assumed in merger 5,534,513 — Warrants outstanding at March 31, 2021 6,092,386 $ 2.27 4.52 Warrants outstanding at March 31, 2021 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 21, 2019 96,433 96,433 $ 6.67 December 31, 2024 April 30, 2019 3,598 3,598 $ 6.67 December 31, 2024 May 13, 2019 14,393 14,393 $ 6.67 December 31, 2024 May 28, 2019 199,703 199,703 $ 6.67 December 31, 2024 June 5, 2019 7,197 7,197 $ 6.67 December 31, 2024 June 25, 2019 208,361 208,361 $ 6.67 December 31, 2024 September 6, 2019 25,188 25,188 $ 6.67 December 31, 2024 October 29, 2019 1,500 1,500 $ 25.00 February 5, 2023 October 29, 2019 1,500 1,500 $ 25.00 April 27, 2023 February 25, 2021 1,666,573 1,666,573 $ 1.55 October 31, 2025 February 25, 2021 48,750 48,750 $ 1.25 October 31, 2025 February 25, 2021 500,000 500,000 $ 4.00 February 26, 2026 February 25, 2021 625,000 625,000 $ 2.00 November 1, 2025 February 25, 2021 2,694,190 2,694,190 $ 1.55 July 31, 2026 Total 6,092,386 6,092,386 |
Note 10 - Convertible Notes Pay
Note 10 - Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 10 - Convertible Notes Payable | Note 10 – Convertible Notes Payable Convertible notes payable consisted of the following at March 31, 2021 and December 31, 2020: 2021 2020 Notes payable convertible into Clinigence common shares at $1.55 per share; bearing interest at a rate of 10%; net of debt premium of $250,000 and $0, respectively; maturing in July 2022 $ 250,000 $ — Note payable convertible into Clinigence common shares bearing interest at a rate of 12% 575,000 Total convertible notes payable 825,000 — Current portion (825,000 ) — Total convertible notes payable, net $ — $ — Included in the liabilities assumed in the AHA merger are convertible promissory notes to various individuals totaling $250,000 at March 31, 2021. The face value of the notes at issuance was $7,565,375. The noteholders were granted warrants to purchase the Company’s common stock at $1.55 per share in an amount equal to 50% of the shares to be received upon conversion of the Note. The notes are required to be repaid at 120% of principal due at maturity. The debt premium of $7,675,375 is being accreted over 20 months. The accreted balance as of March 31, 2021 is $250,000. At the time of issuance of these notes based on independent valuation, debt discounts were calculated and allocated based on the relative values of $2,658,960 for the value of the warrants and $4,906,415 related to a beneficial conversion feature. The total debt discount of $3,703,134 is being accreted over 20 months. The accreted balance as of March 31, 2021 is $1,086,095. Included in the liabilities assumed in the AHA merger are convertible promissory notes to an individual investor totaling $575,000 at March 31, 2021. The note was entered into on August 25, 2020 and was convertible into AHA’s common stock contingent upon a merger transaction with a SPAC, which did not close. Under an Agreement with the investor signed on April 20, 2021, the Note was deemed to mature as of December 31, 2020 and accrued penalty interest was assessed through April 15, 2021 when the Note (including accrued interest) was converted into 625,313 shares of Clinigence common stock consisting of principal of $575,000 and penalty interest of $50,313, valued at $1.00 per share. |
Note 11 - Note Payable
Note 11 - Note Payable | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 11 - Note Payable | Note 11 – Notes Payable Notes payable consisted of the following at March 31, 2021 and December 31, 2020: 2021 2020 Notes payable with maturities between six months and twelve months from the date of issuance with annual percentage interest rates between 24% and 31% $ — $ 1,765 SBA Paycheck Protection Program notes payable issued in April 2020 and February 2021 with maturity dates through August 2023 and interest rate of 1% 743,213 311,125 SBA Economic Injury Disaster Loan notes payable issued in May 2020 with a maturity date of May 2051 and interest rate of 3.75% 300,000 150,000 Note payable with a maturity date of January 31, 2023 and interest rate of 12.9% 641,424 — Total notes payable 1,684,637 462,890 Current portion (1,384,637 ) (312,890 ) Total notes payable, net $ 300,000 $ 150,000 Beginning in April 2018, the Company entered into a series of short-term notes with interest rates ranging from 24% to 31% per annum. Throughout the year ended December 31, 2020 the Company made average monthly principal and interest payments approximating $8,200 per month. The outstanding balance on the short-term notes at March 31, 2021 and December 31, 2020 was $0 and $1,765, respectively. The Company’s long-term debt is comprised of promissory notes pursuant to the Paycheck Protection Program and Economic Injury Disaster Loan (see below), under Coronavirus Aid, Relief and Economic Security Act (“CARES ACT”) enacted on March 27, 2020 and revised under the provisions of the PayCheck Protection Flexibility Act of 2020 on June 5, 2020 and administered by the United States Small Business Administration (“SBA”). On May 22, 2020, the Company received loan proceeds of $150,000 pursuant to the U.S. Small Business Administration (“SBA”) COVID-19 Economic Injury Disaster Loan On April 21, 2020, the Company received a loan in the amount of $333,125 under the Payroll Protection Program (“PPP Loan”). On February 25, 2021, the Company received a second PPP loan of $260,088. The loans accrue interest at a rate of 1% and has an original maturity date of two years which can be extended to five years by mutual agreement of the Company and SBA. The PPP loan contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. Under the terms of the loan, a portion or all of the loan is forgivable to the extent the loan proceeds are used to fund qualifying payroll, rent and utilities during a designated twenty-four week period. Payments are deferred until the SBA determines the amount to be forgiven. The Company has utilized the proceeds of the PPP loan in a manner which has enabled qualification as a forgivable loan. However, no assurance can be provided that all or any portion of the PPP loans will be forgiven. AHA’s PPP loan of $172,000 was assumed in the merger transaction under the same terms. The balance on the PPP loans was $743,213 and $311,125 as of March 31, 2021 and December 31, 2020, respectively and has been classified as a long-term liability in notes payable, less current portion on the accompanying consolidated balance sheets. The Company assumed a note payable in the AHA merger transaction that AHA entered into with an individual investor on October 24, 2019. AHA issued a note with a principal amount of $700,000 and a six-year warrant to purchase an aggregate 625,000 shares at a purchase cost $50,000 of AHA’s common stock at an exercise price of $2.00 per share, in exchange for $750,000 of total cash proceeds. The Note bears interest at 12.9% and is subject to optional prepayment by the Company. The Note matured on April 29, 2021. Effective February 1, 2021, and Amended and Restated Note was entered into in which the principal amount increased to $840,000 (original Note plus the principal amount of Series D Convertible Shares owned by the Investor) which bears interest at 12.9% and matures on January 31, 2023. The balance of the note payable was $641,424 at March 31, 2021. |
Note 12 - Stock Transactions
Note 12 - Stock Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 12 - Stock Transactions | Note 12 – Stock Transactions Common Stock Issued In connection with the acquisition of AHA the Company issued 14,009,388 common shares valued at $2.06 per share to the shareholders of AHA on February 25, 2021. In connection with the acquisition of AHP the Company issued 19,000,000 common shares valued at $2.06 per share to the shareholders of AHP on February 25, 2021. In connection with the AHA and AHP acquisitions, the Company issued 750,000 common shares valued at $2.06 per share for consulting services on February 25, 2021. On January 28, 2021, the Company issued 228,721 common shares to officers and employees for deferred salaries and bonuses and reimbursed expenses, including 153,606 common shares issued to directors and officers, valued at $.65 per share. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 13 - Income Taxes | Note 13 - Income Taxes A full valuation allowance was recorded against the Company’s net deferred tax assets. A valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets has been established as Management believes that the Company will not realize the benefit of those deferred tax assets. A deferred tax liability of $2,429,500 was recorded as of March 31, 2021 for the intangible assets acquired from AHA and AHP. |
Note 14 - Concentrations and Cr
Note 14 - Concentrations and Credit Risk | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 14 - Concentrations and Credit Risk | Note 14 – Concentrations and Credit Risk Sales and Accounts Receivable No customer accounted for 10% or more of sales for the three months ended March 31, 2021. The Company had sales to one customer which accounted for approximately 11% of total sales for the three months ended March 31, 2020. The customer accounted for less than 10% of accounts receivable at March 31, 2020. Cash Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time, however, the Company has not experienced any such losses. The Company did not have any interest-bearing accounts at March 31, 2021 and December 31, 2020, respectively. |
Note 15 - Related Party Transac
Note 15 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 15 - Related Party Transactions | Note 15 - Related Party Transactions Due to Related Parties Due to related parties with a balance of $128,176 and $30,000 at March 31, 2021 and December 31, 2020, respectively, does not bear interest and is payable on demand. The Company’s former subsidiary, Arcmail owed amounts on a credit card that is guaranteed by the husband of the Company’s Chief Financial Officer, who was held personally responsible by the credit card company for the unpaid balance. The balance of $128,176 was included in the assumed liabilities of the AHA merger transaction. A shareholder and former officer made a $30,000 non-interest bearing loan to the Company on December 31, 2020, which was repaid with common stock on January 28, 2021. |
Note 16 - Commitments and Conti
Note 16 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 16 - Commitments and Contingencies | Note 16 – Commitments and Contingencies Employment Arrangements With Executive Officers The Company entered into 3-year employment agreements with Elisa Luqman and Dr. Lawrence Schimmel. Pursuant to the employment agreements with Ms. Luqman and Dr. Schimmel, each is entitled to receive a base annual salary of $150,000 and 180,000, respectively, during the term, which continue to be obligations of the Company at Closing. Dr. Hosseinion entered into a 5-year employment agreement with the Company which became effective at Closing and pursuant to which Dr. Hosseinion is entitled to receive a base salary of $250,000 during the term. AHP had entered into a 2-year employment agreement with Michael Bowen and a 5-year employment agreements with Fred Sternberg and Andrew Barnett. Pursuant to the employment agreements with Mr. Sternberg, Mr. Bowen, and Mr. Barnett, each is entitled to receive a base annual salary of $250,000, $150,000 and $250,000, respectively, during the term, which became obligations of the Company at Closing. Pursuant to the employment agreements with the named officers, upon termination, each such individual would be entitled to receive payment of all salary and benefits accrued up to the termination date of his or her employment in all employment termination events. Thereafter, Ms. Luqman would be entitled to receive twelve (12) months of base salary as a severance payment, Dr. Schimmel would be entitled to receive twenty-four (24) months of base salary as a severance payment, Dr. Hosseinion would be entitled to receive twenty four (24) months of base salary as a severance payment, Mr. Sternberg would be entitled to receive twenty four (24) months of base salary as a severance payment Mr. Bowen would be entitled to receive twelve (12) months of base salary as a severance payment, and Mr. Barnett would each be entitled to the balance of the remaining months under his employment agreement of base salary as a severance payment, upon termination of his or her employment by the Company without cause or by such individual for good reason. Effective April 1, 2017, in connection with the acquisition of HealthDatix Inc., the Company entered into employment agreements with Jerry Robinson, MaryJo Robinson, and Kathleen Shepherd each under a three-year term at a base salary of $75,000 per year, bonuses based upon objectives set by the Company, and participation in all benefit programs generally made available to HealthDatix employees. The employment agreements restrict the executive officers from engaging in certain competitive activities for the greater of 60 months from the date of the agreements or two years following the termination of their respective employment. The employment agreements were terminated in connection with the sale of HealthDatix effective March 1, 2020. |
Note 17 - Variable Interest Ent
Note 17 - Variable Interest Entities (VIEs) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
17 - Variable Interest Entities (VIEs) | Note 17 - Variable Interest Entities (VIEs) A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb expected losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company follows guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. See Note 2 to the accompanying consolidated financial statements for information on how the Company determines VIEs and its treatment. AHPIPA has been determined to be a VIE of AHP see Note 1) as AHP is its primary beneficiary with the ability, through majority representation on the AHPIPA Board and otherwise, to direct the activities (excluding clinical decisions) that most significantly affect AHIPIPA's economic performance. Therefore, AHPIPA is consolidated in the accompanying financial statements . The following table includes assets that can only be used to settle the liabilities of AHPIPA and the creditors of AHPIPA have no recourse to the Company. These assets and liabilities are included in the accompanying consolidated balance sheets. March 31, 2021 ASSETS Current Assets Cash and cash equivalents $ 3,021,718 Accounts receivable 295,689 Prepaid expenses and other assets 17,010 Total Current Assets 3,334,417 Other Assets Goodwill 31,433,526 Intangible assets, net 6,945,631 Total Other Assets 38,379,156 Total Assets $ 41,713,573 Current Liabilities Accounts payable and accrued expenses $ 2,613,154 Total Liabilities $ 2,613,154 |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 18 - Subsequent Events | Note 18 – Subsequent Events The Company evaluated its March 31, 2021 condensed consolidated financial statements for subsequent events through the date the condensed consolidated financial statements were issued. The Company evaluated its March 31, 2021 condensed consolidated financial statements for subsequent events through the date the condensed consolidated financial statements were issued. Common Stock Issued On April 15, 2021, a noteholder converted the outstanding principal and accrued interest on the note to 625,313 common shares, valued at $1.00 per share. Subsequent to the end of the period through the date of the report, various noteholders converted $199,442 of principal to 128,672 shares of the Company’s common stock. In May 2021, the Company sold 814,286 shares of common stock to various investors valued at $1.75 per share for proceeds of $1,221,429. Effective May 14, 2021, the Company entered into a binding Letter of Intent (“LOI”) with Procare Health Inc. (“Procare”), a healthcare management services organization. Pursuant to the LOI, the Company, subject to various conditions, shall issue approximately 759,036 newly issued shares of common stock (the “Purchase Price”) to the equity holders of Procare in exchange for 100% of the outstanding equity securities of Procare (the “Acquisition”). Procare will operate as a wholly owned subsidiary of Clinigence. . In connection with the Acquisition, Mrs. Anh Nguyen will continue as President of Procare pursuant to a five-year employment agreement to be executed at closing of the Acquisition, which terms shall include an annual salary of $200,000. Additionally, Mrs. Nguyen will be entitled to(i) an annual cash payment of the percentage of the Procare net income above an increasing baseline amount (“Profit Share”). and(ii) additional shares of Clinigence common stock for new Procare business based upon 4 times Procare’s net income at year ended (the “New Business”). Any New Business shares issued will be calculated less the value of any Profit Share Mrs. Nguyen may have received for the New Business. Upon execution of the LOI, Mrs. Nguyen received a $50,000 signing bonus, which shall be held in Escrow until closing of the Acquisition All current Procare employees will continue to be Procare employees for a minimum of five years from the date of the closing of the Acquisition. |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policy Text Block [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Clinigence Health, Inc., Accountable Healthcare America Inc., AHP Management Inc., and HealthDatix Inc. All intercompany accounts and transactions have been eliminated. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. |
Variable Interest Entities | Variable Interest Entities On an ongoing basis, as circumstances indicate the need for reconsideration, the Company evaluates each legal entity that is not wholly-owned by the Company in accordance with the consolidation guidance. The evaluation considers all of the Company’s variable interests, including equity ownership, as well as management services agreements. To fall within the scope of the consolidation guidance, an entity must meet both of the following criteria: • The entity has a legal structure that has been established to conduct business activities and to hold assets; such entity can be in the form of a partnership, limited liability company, or corporation, among others; and • The Company has a variable interest in the legal entity – i.e., variable interests that are contractual, such as equity ownership, or other financial interests that change with changes in the fair value of the entity’s net assets. If an entity does not meet both criteria above, the Company applies other accounting guidance, such as the cost or equity method of accounting. If an entity does meet both criteria above, the Company evaluates such entity for consolidation under either the variable interest model if the legal entity meets any of the following characteristics to qualify as a VIE, or under the voting model for all other legal entities that are not VIEs. A legal entity is determined to be a VIE if it has any of the following three characteristics: 1. The entity does not have sufficient equity to finance its activities without additional subordinated financial support; 2. The entity is established with non-substantive voting rights (i.e., where the entity deprives the majority economic interest holder(s) of voting rights); or 3. The equity holders, as a group, lack the characteristics of a controlling financial interest. Equity holders meet this criterion if they lack any of the following: a. The power, through voting rights or similar rights, to direct the activities of the entity that most significantly influence the entity’s economic performance, as evidenced by: i. Substantive participating rights in day-to-day management of the entity’s activities; or ii. Substantive kick-out rights over the party responsible for significant decisions; iii. The obligation to absorb the entity’s expected losses; or iv. The right to receive the entity’s expected residual returns. If the Company determines that any of the three characteristics of a VIE are met, the Company will conclude that the entity is a VIE and evaluate it for consolidation under the variable interest model. Variable interest model If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Refer to Note 17 – “Variable Interest Entities (VIEs)” to the consolidated financial statements for information on the Company’s consolidated VIEs. If there are variable interests in a VIE but the Company is not the primary beneficiary, the Company may account for the investment using the equity method of accounting. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. The Company’s investment in AHA was valued at level 3 input. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. |
Revenue Recognition | Revenue Recognition Revenue is generated primarily by software licenses, training, and consulting. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis. Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months. SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis. On January 1, 2019, the Company adopted the new revenue recognition standard Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit. Revenue from substantially all the Company’s contracts with customers continues to be recognized over time as performance obligations are satisfied. The Company provides its customers with software licensing, training, and consulting through SaaS-based subscriptions. This subscription revenue represents revenue earned under contracts in which the Company bills and collects the charges for licensing and related services. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations in the contract; and 5. Recognizing revenue when (or as) the Company satisfies its performance obligations. Revenues from subscriptions are deferred and recorded as deferred revenue when cash payments are received in advance of the satisfaction of the Company’s performance obligations and recognized over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. The Company primarily invoices its customers on a monthly basis and does not provide any refunds, rights of return, or warranties to its customers. AHA’s performance obligation is to manage ACO participants who provide healthcare services to CMS’s members for the purpose of generating shared savings. If achieved, the Company receives shared savings payments from CMS, which represents variable consideration. The shared savings payments are recognized using the most likely methodology. However, as the Company does not have sufficient insight from CMS into the financial performance of the shared risk pool because of unknown factors related to shifting patient count, risk adjustment factors and benchmark adjustments, among other factors, an estimate cannot be developed. Therefore, these amounts are considered to be fully constrained and only recorded in the months when such payments are known and/or received. The Company generally receives payment within ten months after the fiscal year-end. AHP negotiates fixed per-member, per-month (PMPM) rates (Capitation) with third-party insurers for a fixed period of time. The IPA recognizes capitation payments received in advance from third-party insurers as revenue on a monthly basis without regard to the frequency, extent, or nature of the medical services actually furnished. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $9,739 and $26,789 were charged to operations for the three months ended March 31, 2021 and 2020, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does not have any cash equivalents as of March 31, 2021 and December 31, 2020. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. |
Accounts Receivable | Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. |
Property and equipment and depreciation | Property and equipment and depreciation Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Office equipment and fixtures 5 - 7 years Computer hardware 5 years Computer software 3 years Development equipment 5 years |
Amortization | Amortization Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Population Health Platform technology 11 years Member relationships 15 years Trademarks 6 years |
Goodwill | Goodwill Goodwill represents the excess of assets acquired over liabilities assumed of AHA and AHP and the fair market value of the common shares issued by the Company for the acquisition of AHA and AHP. In accordance with ASC Topic No. 350 “Intangibles – Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. No impairment was recorded during the three months ended March 31, 2021. |
Long-Lived Assets | Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. |
Deferred Revenue | Deferred Revenue Deposits from customers are not recognized as revenues, but as liabilities, until the following conditions are met: revenues are realized when cash or claims to cash (receivable) are received in exchange for goods or services or when assets received in such exchange are readily convertible to cash or claim to cash or when such goods/services are transferred. When such income item is earned, the related revenue item is recognized, and the deferred revenue is reduced. To the extent revenues are generated from the Company’s support and maintenance services, the Company recognizes such revenues when services are completed and billed. The Company has received deposits from its various customers that have been recorded as deferred revenue and presented as current liabilities in the amount of $53,837 and $76,687 as of March 31, 2021 and December 31, 2020, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Note 1 - Organization and Bas_2
Note 1 - Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
AHA [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the preliminary allocation of the value of the common shares issued for AHA to the acquired identifiable assets, liabilities assumed and goodwill: Fair Value Cash $ 697,191 Other current assets 2,100 Investment in ACMG 7,134,000 PHP technology 2,729,000 Loan to Clinigence 85,000 Accounts payable (1,143,106 ) Due to related party (128,176 ) Notes payable (1,056,942 ) Convertible notes payable (575,000 ) Goodwill 21,115,272 Purchase price $ 28,859,339 |
AHP [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the preliminary allocation of the value of the common shares issued for AHP to the acquired identifiable assets, liabilities assumed and goodwill: Fair Value Cash $ 3,105,877 Accounts receivable 269,315 Deposits and other assets 26,178 Member relationships 6,444,000 Trademarks 545,000 Accounts payable (2,683,896 ) Goodwill 31,433,526 Purchase price $ 39,140,000 |
Note 2 - Discontinued Operati_2
Note 2 - Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of consolidated statements of operations | The components of loss from discontinued operations presented in the consolidated statements of operations for the three months ended March 31, 2021 are presented as follows: Sales $ 5,958 Cost of sales (6,795 ) General and administrative expenses (101,100 ) Depreciation and amortization (75 ) Interest expense (263 ) Loss from operations (102,275 ) Gain on disposal of HealthDatix 142,027 Income from discontinued operations $ 39,752 |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of estimated lives of respective assets | Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Office equipment and fixtures 5 - 7 years Computer hardware 5 years Computer software 3 years Development equipment 5 years |
Schedule of estimated lives of the respective assets | Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Population Health Platform technology 11 years Member relationships 15 years Trademarks 6 years |
Note 5 - Property and Equipme_2
Note 5 - Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of property, plant and equipment | Property and equipment are carried at cost and consist of the following at March 31, 2021 and December 31, 2020: 2021 2020 Office equipment and fixtures $ 5,300 $ 5,300 Computer hardware 41,065 41,065 Computer software 16,121 16,121 Less: Accumulated depreciation 51,149 50,095 $ 11,337 $ 12,391 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of intangible assets | The following tables provide detail associated with the Company’s acquired identifiable intangible assets: As of March 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Member relationships $ 6,444,000 $ (35,800 ) $ 6,408,200 15 Trademarks 545,000 (7,570 ) 537,430 6 PHP technology 2,729,000 (20,674 ) 2,708,326 11 Total $ 9,718,000 $ (64,044 ) $ 9,653,956 |
Note 8 - Earnings (Loss) Per _2
Note 8 - Earnings (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Computation of diluted net income (loss) per share | The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the three months ended March 31, 2021 and 2020 as the result would be anti-dilutive. Three Months Ended March 31, 2021 2020 Stock options 2,890,431 672,758 Stock warrants 6,092,386 1,065,251 Total shares excluded from calculation 8,982,817 1,738,009 |
Note 9 - Stock Based Compensa_2
Note 9 - Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of stock option activities | Stock option activity during the three months ended March 31, 2021 and 2020 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2019 48,854 $ 5.11 8.05 Options granted 628,678 1.28 Options expired (400 ) 0.01 Options cancelled (4,374 ) 5.56 Options outstanding at March 31, 2020 672,758 $ 1.70 9.02 Options outstanding at December 31, 2020 1,174,814 $ 1.61 8.11 Options granted 1,225,000 1.61 Options assumed in merger 490,617 2.00 Options outstanding at March 31, 2021 2,890,431 $ 1.68 7.64 |
Schedule of stock options outstanding | Options outstanding at March 31, 2021 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date August 5, 2019 40,480 40,480 $ 5.56 August 5, 2029 October 29, 2019 3,600 3,600 $ 0.0725 June 6, 2027 January 27, 2020 307,884 307,884 $ 1.50 January 27, 2030 January 27, 2020 225,000 225,000 $ 1.50 January 27, 2027 February 29, 2020 95,794 95,794 $ 1.25 February 28, 2030 May 11, 2020 380,000 380,000 $ 1.50 May 11, 2027 June 30, 2020 122,056 122,056 $ 1.45 June 30, 2030 January 28, 2021 1,000,000 1,000,000 $ 1.61 January 28, 2031 January 28, 2021 225,000 225,000 $ 1.61 January 28, 2028 February 25, 2021 290,617 290,617 $ 2.00 March 15, 2025 February 25, 2021 200,000 200,000 $ 2.00 February 25, 2031 Total 2,890,431 2,890,431 |
Schedule of Warrants, Activity | Warrant activity during the three months ended March 31, 2021 and 2020 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 31, 2019 1,065,251 $ 6.04 5.17 No warrant activity — — Warrants outstanding at March 31, 2020 1,065,251 $ 6.04 4.92 Warrants outstanding at December 31, 2020 557,873 $ 6.77 3.79 Warrants assumed in merger 5,534,513 — Warrants outstanding at March 31, 2021 6,092,386 $ 2.27 4.52 |
Schedule of Outstanding Warrants | Warrants outstanding at March 31, 2021 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 21, 2019 96,433 96,433 $ 6.67 December 31, 2024 April 30, 2019 3,598 3,598 $ 6.67 December 31, 2024 May 13, 2019 14,393 14,393 $ 6.67 December 31, 2024 May 28, 2019 199,703 199,703 $ 6.67 December 31, 2024 June 5, 2019 7,197 7,197 $ 6.67 December 31, 2024 June 25, 2019 208,361 208,361 $ 6.67 December 31, 2024 September 6, 2019 25,188 25,188 $ 6.67 December 31, 2024 October 29, 2019 1,500 1,500 $ 25.00 February 5, 2023 October 29, 2019 1,500 1,500 $ 25.00 April 27, 2023 February 25, 2021 1,666,573 1,666,573 $ 1.55 October 31, 2025 February 25, 2021 48,750 48,750 $ 1.25 October 31, 2025 February 25, 2021 500,000 500,000 $ 4.00 February 26, 2026 February 25, 2021 625,000 625,000 $ 2.00 November 1, 2025 February 25, 2021 2,694,190 2,694,190 $ 1.55 July 31, 2026 Total 6,092,386 6,092,386 |
Note 10 - Convertible notes p_2
Note 10 - Convertible notes payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of Convertible notes payable | Convertible notes payable consisted of the following at March 31, 2021 and December 31, 2020: 2021 2020 Notes payable convertible into Clinigence common shares at $1.55 per share; bearing interest at a rate of 10%; net of debt premium of $250,000 and $0, respectively; maturing in July 2022 $ 250,000 $ — Note payable convertible into Clinigence common shares bearing interest at a rate of 12% 575,000 Total convertible notes payable 825,000 — Current portion (825,000 ) — Total convertible notes payable, net $ — $ — |
Note 11 - Note Payable (Tables)
Note 11 - Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Notes payable | Notes payable consisted of the following at March 31, 2021 and December 31, 2020: 2021 2020 Notes payable with maturities between six months and twelve months from the date of issuance with annual percentage interest rates between 24% and 31% $ — $ 1,765 SBA Paycheck Protection Program notes payable issued in April 2020 and February 2021 with maturity dates through August 2023 and interest rate of 1% 743,213 311,125 SBA Economic Injury Disaster Loan notes payable issued in May 2020 with a maturity date of May 2051 and interest rate of 3.75% 300,000 150,000 Note payable with a maturity date of January 31, 2023 and interest rate of 12.9% 641,424 — Total notes payable 1,684,637 462,890 Current portion (1,384,637 ) (312,890 ) Total notes payable, net $ 300,000 $ 150,000 |
Note 17 - Variable Interest E_2
Note 17 - Variable Interest Entities (VIEs) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of consolidated balance sheets | The following table includes assets that can only be used to settle the liabilities of AHPIPA and the creditors of AHPIPA have no recourse to the Company. These assets and liabilities are included in the accompanying consolidated balance sheets. March 31, 2021 ASSETS Current Assets Cash and cash equivalents $ 3,021,718 Accounts receivable 295,689 Prepaid expenses and other assets 17,010 Total Current Assets 3,334,417 Other Assets Goodwill 31,433,526 Intangible assets, net 6,945,631 Total Other Assets 38,379,156 Total Assets $ 41,713,573 Current Liabilities Accounts payable and accrued expenses $ 2,613,154 Total Liabilities $ 2,613,154 |
Note 1 - Organization and Bas_3
Note 1 - Organization and Basis of Presentation (Details) | Mar. 31, 2021USD ($) |
AHA [Member] | |
Cash | $ 697,191 |
Other current assets | 2,100 |
Investment in ACMG | 7,134,000 |
PHP technology | 2,729,000 |
Loan to Clinigence | 85,000 |
Accounts payable | (1,143,106) |
Due to related party | (128,176) |
Notes payable | (1,056,942) |
Convertible notes payable | (575,000) |
Goodwill | 21,115,272 |
Purchase price | 28,859,339 |
AHP [Member] | |
Cash | 3,105,877 |
Accounts receivable | 269,315 |
Deposits and other assets | 26,178 |
Member relationships | 6,444,000 |
Trademarks | 545,000 |
Accounts payable | (2,683,896) |
Goodwill | 31,433,526 |
Purchase price | $ 39,140,000 |
Note 1 - Organization and Bas_4
Note 1 - Organization and Basis of Presentation (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Preferred Stock description | Pursuant to the AHP Merger Agreement, at the Closing, the former AHP Stockholders were entitled to receive 19,000,000 Company Shares valued at $2.06 per share, inclusive of outstanding AHP options and warrants assumed by the Company, which constitutes 45% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. For each share of AHP Shares, each former AHP Stockholder was entitled to receive 19,000,000 shares of Company Shares valued at $2.06 per share. Pursuant to the AHA Merger Agreement, at the Closing, the former AHA Stockholders were entitled to receive 14,009,388 Company Shares, inclusive of certain outstanding AHA options and warrants assumed by the Company, which constitutes 35% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. |
Note 2 - Discontinued Operati_3
Note 2 - Discontinued Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Sales | $ 2,014,345 | $ 465,630 |
Cost of Sales | (1,587,473) | (199,128) |
General and administrative expenses | (4,426,292) | (836,052) |
Depreciation and amortization | (64,044) | (47,114) |
Interest expense | (334,331) | (64,993) |
Loss from operations | 4,149,923 | 939,915 |
Income from discontinued operations | 0 | $ (39,752) |
Discontinued Operations [Member] | ||
Sales | 5,958 | |
Cost of Sales | (6,795) | |
General and administrative expenses | (101,100) | |
Depreciation and amortization | (75) | |
Interest expense | (263) | |
Loss from operations | (102,275) | |
Gain on disposal of HealthDatix | (142,027) | |
Income from discontinued operations | $ (39,752) |
Note 3 - Summary of Significa_4
Note 3 - Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Computer hardware | |
Office equipment useful life | 5 years |
Computer software | |
Office equipment useful life | 3 years |
Development equipment | |
Office equipment useful life | 5 years |
Minimum | Office equipment and fixtures | |
Office equipment useful life | 5 years |
Maximum | Office equipment and fixtures | |
Office equipment useful life | 7 years |
Note 3 - Summary of Significa_5
Note 3 - Summary of Significant Accounting Policies (Details 1) | 3 Months Ended |
Mar. 31, 2021 | |
Population Health Platform technology [Member] | |
Intangible assets useful life | 11 years |
Member relationships [Member] | |
Intangible assets useful life | 15 years |
Trademarks [Member] | |
Intangible assets useful life | 6 years |
Note 3 - Summary of Significa_6
Note 3 - Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |||
Advertising costs | $ 9,739 | $ 26,789 | |
Deferred revenue | 53,837 | $ 76,687 | |
Impairment expense | $ 0 |
Note 4 - Going Concern (Details
Note 4 - Going Concern (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure Text Block [Abstract] | ||
Accumulated deficit | $ (22,663,521) | $ (18,218,962) |
Working capital deficit | $ (2,784,460) |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure Text Block [Abstract] | ||
Office equipment and fixtures | $ 5,300 | $ 5,300 |
Computer hardware | 41,065 | 41,065 |
Computer software | 16,121 | 16,121 |
Less: accumulated depreciation | 51,149 | 50,095 |
Property, Plant and Equipment, Net | $ 11,337 | $ 12,391 |
Note 5 - Property and Equipme_4
Note 5 - Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Depreciation expense | $ 1,054 | $ 5,101 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Intangible Assets, Gross | $ 9,718,000 |
Less: Accumulated amortization | (64,044) |
Intangible Assets, Net | 9,653,956 |
Customer Relationships [Member] | |
Intangible Assets, Gross | 6,444,000 |
Less: Accumulated amortization | (35,800) |
Intangible Assets, Net | $ 6,408,200 |
Intangible assets useful life | 15 years |
Trademarks [Member] | |
Intangible Assets, Gross | $ 545,000 |
Less: Accumulated amortization | (7,570) |
Intangible Assets, Net | $ 537,430 |
Intangible assets useful life | 6 years |
Population Health Platform technology [Member] | |
Intangible Assets, Gross | $ 2,729,000 |
Less: Accumulated amortization | (20,674) |
Intangible Assets, Net | $ 2,708,326 |
Intangible assets useful life | 11 years |
Note 6 - Intangible Assets (D_2
Note 6 - Intangible Assets (Details 1) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Disclosure Text Block [Abstract] | |
Aggregate Amortization Expense | $ 64,044 |
Note 7 - Investment in ACMG (De
Note 7 - Investment in ACMG (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
ACMG [Member] | |
Non-controlling interest | 29.00% |
Ownership Interest | $ 7,134,000 |
AHA [Member] | |
Payment obligations | $ 15,000,000 |
Note 8 - Earnings (Loss) Per _3
Note 8 - Earnings (Loss) Per Common Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total shares excluded from calculation | 8,982,817 | 1,738,009 |
Options | ||
Total shares excluded from calculation | 2,890,431 | 672,758 |
Warrant | ||
Total shares excluded from calculation | 6,092,386 | 1,065,251 |
Note 9 - Stock Based Compensa_3
Note 9 - Stock Based Compensation (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||||
Options, Outstanding, Beginning Balance | 1,174,814 | 48,854 | 48,854 | |
Options, Granted | 1,225,000 | 628,678 | ||
Options, Expired | (400) | |||
Options, Cancelled | (4,374) | |||
Options, assumed in merger | 490,617 | |||
Options, Outstanding, Ending Balance | 2,890,431 | 672,758 | 1,174,814 | 48,854 |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 1.61 | $ 5.11 | $ 5.11 | |
Options, Granted, Weighted Average Exercise Price | 1.61 | 1.28 | ||
Options, Expired, Weighted Average Exercise Price | 0.01 | |||
Options, Cancelled, Weighted Average Exercise Price | 5.56 | |||
Options, assumed in merger, Weighted Average Exercise Price | 2 | |||
Options, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 2 | $ 1.70 | $ 1.61 | $ 5.11 |
Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 7 months 21 days | 9 years 7 days | 8 years 1 month 9 days | 8 years 18 days |
Note 9 - Stock Based Compensa_4
Note 9 - Stock Based Compensation (Details 1) - $ / shares | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Number of Outstanding | 2,890,431 | 1,174,814 | 672,758 | 48,854 |
Number Exercisable | 2,890,431 | |||
Exercise price | $ 2 | $ 1.61 | $ 1.70 | $ 5.11 |
Options One | ||||
Issued Date | Aug. 5, 2019 | |||
Number of Outstanding | 40,480 | |||
Number Exercisable | 40,480 | |||
Exercise price | $ 5.56 | |||
Options outstanding Expiration Date | Aug. 5, 2029 | |||
Options Two | ||||
Issued Date | Oct. 29, 2019 | |||
Number of Outstanding | 3,600 | |||
Number Exercisable | 3,600 | |||
Exercise price | $ 0.0725 | |||
Options outstanding Expiration Date | Jun. 6, 2027 | |||
Options Three | ||||
Issued Date | Jan. 27, 2020 | |||
Number of Outstanding | 307,884 | |||
Number Exercisable | 307,884 | |||
Exercise price | $ 1.5 | |||
Options outstanding Expiration Date | Jan. 27, 2030 | |||
Options Four | ||||
Issued Date | Jan. 27, 2020 | |||
Number of Outstanding | 225,000 | |||
Number Exercisable | 225,000 | |||
Exercise price | $ 1.5 | |||
Options outstanding Expiration Date | Jan. 27, 2027 | |||
Options Five | ||||
Issued Date | Feb. 29, 2020 | |||
Number of Outstanding | 95,794 | |||
Number Exercisable | 95,794 | |||
Exercise price | $ 1.25 | |||
Options outstanding Expiration Date | Feb. 28, 2030 | |||
Options Six | ||||
Issued Date | May 11, 2020 | |||
Number of Outstanding | 380,000 | |||
Number Exercisable | 380,000 | |||
Exercise price | $ 1.5 | |||
Options outstanding Expiration Date | May 11, 2027 | |||
Options Seven | ||||
Issued Date | Jun. 30, 2020 | |||
Number of Outstanding | 122,056 | |||
Number Exercisable | 122,056 | |||
Exercise price | $ 1.45 | |||
Options outstanding Expiration Date | Jun. 30, 2030 | |||
Options Eight | ||||
Issued Date | Jan. 28, 2021 | |||
Number of Outstanding | 1,000,000 | |||
Number Exercisable | 1,000,000 | |||
Exercise price | $ 1.61 | |||
Options outstanding Expiration Date | Jan. 28, 2031 | |||
Options Nine | ||||
Issued Date | Jan. 28, 2021 | |||
Number of Outstanding | 225,000 | |||
Number Exercisable | 225,000 | |||
Exercise price | $ 1.61 | |||
Options outstanding Expiration Date | Jan. 28, 2028 | |||
Options Ten | ||||
Issued Date | Feb. 25, 2021 | |||
Number of Outstanding | 290,617 | |||
Number Exercisable | 290,617 | |||
Exercise price | $ 2 | |||
Options outstanding Expiration Date | Mar. 15, 2025 | |||
Options Eleven | ||||
Issued Date | Feb. 25, 2021 | |||
Number of Outstanding | 200,000 | |||
Number Exercisable | 200,000 | |||
Exercise price | $ 2 | |||
Options outstanding Expiration Date | Feb. 25, 2031 |
Note 9 - Stock Based Compensa_5
Note 9 - Stock Based Compensation (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | ||||
Warrants, Outstanding, Beginning Balance | 557,873 | 1,065,251 | 1,065,251 | |
Warrants, No warrant activity | 0 | |||
Warrants, assumed in merger | 5,534,513 | |||
Warrants, Outstanding, Ending Balance | 6,092,386 | 1,065,251 | 557,873 | 1,065,251 |
Warrants, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 6.77 | $ 6.04 | $ 6.04 | |
Warrants, No warrant activity, Weighted Average Exercise Price | ||||
Warrants, assumed in merger, Warrants, assumed in merger | ||||
Warrants, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 2.27 | $ 6.04 | $ 6.77 | $ 6.04 |
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life | 4 years 6 months 7 days | 4 years 11 months 1 day | 3 years 9 months 14 days | 5 years 2 months 1 day |
Note 9 - Stock Based Compensa_6
Note 9 - Stock Based Compensation (Details 3) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Outstanding | 6,092,386 |
Number Exercisable | 6,092,386 |
Warrants One | |
Issued Date | Mar. 21, 2019 |
Number of Outstanding | 96,433 |
Number Exercisable | 96,433 |
Exercise price | $ / shares | $ 6.67 |
Expiration Date | December 31, 2024 |
Warrants Two | |
Issued Date | Apr. 30, 2019 |
Number of Outstanding | 3,598 |
Number Exercisable | 3,598 |
Exercise price | $ / shares | $ 6.67 |
Expiration Date | December 31, 2024 |
Warrants Three | |
Issued Date | May 13, 2019 |
Number of Outstanding | 14,393 |
Number Exercisable | 14,393 |
Exercise price | $ / shares | $ 6.67 |
Expiration Date | December 31, 2024 |
Warrants Four | |
Issued Date | May 28, 2019 |
Number of Outstanding | 199,703 |
Number Exercisable | 199,703 |
Exercise price | $ / shares | $ 6.67 |
Expiration Date | December 31, 2024 |
Warrants Five | |
Issued Date | Jun. 5, 2019 |
Number of Outstanding | 7,197 |
Number Exercisable | 7,197 |
Exercise price | $ / shares | $ 6.67 |
Expiration Date | December 31, 2024 |
Warrants Six | |
Issued Date | Jun. 25, 2019 |
Number of Outstanding | 208,361 |
Number Exercisable | 208,361 |
Exercise price | $ / shares | $ 6.67 |
Expiration Date | December 31, 2024 |
Warrants Seven | |
Issued Date | Sep. 6, 2019 |
Number of Outstanding | 25,188 |
Number Exercisable | 25,188 |
Exercise price | $ / shares | $ 6.67 |
Expiration Date | December 31, 2024 |
Warrants Eight | |
Issued Date | Oct. 29, 2019 |
Number of Outstanding | 1,500 |
Number Exercisable | 1,500 |
Exercise price | $ / shares | $ 25 |
Expiration Date | February 5, 2023 |
Warrants Nine | |
Issued Date | Oct. 29, 2019 |
Number of Outstanding | 1,500 |
Number Exercisable | 1,500 |
Exercise price | $ / shares | $ 25 |
Expiration Date | April 27, 2023 |
Warrants Ten | |
Issued Date | Feb. 25, 2021 |
Number of Outstanding | 1,666,573 |
Number Exercisable | 1,666,573 |
Exercise price | $ / shares | $ 1.55 |
Expiration Date | October 31, 2025 |
Warrants Eleven | |
Issued Date | Feb. 25, 2021 |
Number of Outstanding | 48,750 |
Number Exercisable | 48,750 |
Exercise price | $ / shares | $ 1.25 |
Expiration Date | October 31, 2025 |
Warrants Twelve | |
Issued Date | Feb. 25, 2021 |
Number of Outstanding | 500,000 |
Number Exercisable | 500,000 |
Exercise price | $ / shares | $ 4 |
Expiration Date | February 26, 2026 |
Warrants Thirteen | |
Issued Date | Feb. 25, 2021 |
Number of Outstanding | 625,000 |
Number Exercisable | 625,000 |
Exercise price | $ / shares | $ 2 |
Expiration Date | November 1, 2025 |
Warrants Fourteen | |
Issued Date | Feb. 25, 2021 |
Number of Outstanding | 2,694,190 |
Number Exercisable | 2,694,190 |
Exercise price | $ / shares | $ 1.55 |
Expiration Date | July 31, 2026 |
Note 10 - Convertible Debt (Det
Note 10 - Convertible Debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total convertible notes payable | $ 825,000 | $ 0 |
Current portion | (825,000) | 0 |
Total convertible notes payable, net | 0 | 0 |
Convertible Notes Payables 1 | ||
Total convertible notes payable | 250,000 | 0 |
Convertible Notes Payables 2 | ||
Total convertible notes payable | $ 575,000 | $ 0 |
Note 10 - Convertible Debt (D_2
Note 10 - Convertible Debt (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Feb. 02, 2021 | |
Debt Instrument, Face Amount | $ 840,000 | ||
Convertible Notes Payables | |||
Debt Conversion, Converted Instrument, Amount | $ 2,658,960 | ||
Interest rate discount | 4,906,415 | ||
Financing fees paid | 522,000 | ||
Accreted balance | 1,086,095 | ||
Convertible Notes Payables | Warrant | |||
Debt Conversion, Converted Instrument, Amount | 771,748 | ||
Notes Payables 1 | |||
Debt Discount (Premium) | 250,000 | $ 0 | |
AHA [Member] | Individuals | |||
Debt Conversion, Converted Instrument, Amount | 250,000 | ||
Debt Instrument, Face Amount | $ 7,565,375 | ||
Shares price | $ 1.55 | ||
Debt Discount (Premium) | $ 7,565,375 | ||
Accreted balance | 250,000 | ||
AHA [Member] | Investor [Member] | |||
Debt Conversion, Converted Instrument, Amount | $ 575,000 | ||
Merger transaction description | The note was entered into on August 25, 2020 and was convertible into AHA’s common stock contingent upon a merger transaction with a SPAC, which did not close. Under an Agreement with the investor signed on April 20, 2021, the Note was deemed to mature as of December 31, 2020 and accrued penalty interest was assessed through April 15, 2021 when the Note (including accrued interest) was converted into 625,313 shares of Clinigence common stock consisting of principal of $575,000 and penalty interest of $50,313, valued at $1.00 per share. |
Note 11 - Note Payable (Details
Note 11 - Note Payable (Details) - USD ($) | Mar. 31, 2021 | Feb. 02, 2021 | Dec. 31, 2020 |
Total notes payable | $ 1,684,637 | $ 462,890 | |
Current portion | (1,384,637) | $ (641,424) | (312,890) |
Total notes payable, net | 300,000 | 150,000 | |
Notes Payables 1 | |||
Total notes payable | 0 | 1,765 | |
Notes Payables 2 | |||
Total notes payable | 743,213 | 311,125 | |
Notes Payables 3 | |||
Total notes payable | 300,000 | 150,000 | |
Notes Payables 4 | |||
Total notes payable | $ 641,424 | $ 0 |
Note 11 - Note Payable (Detai_2
Note 11 - Note Payable (Details Narratives) - USD ($) | Feb. 02, 2021 | Feb. 25, 2021 | May 22, 2020 | Apr. 21, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Face amount | $ 840,000 | ||||||
Interest rate | 12.90% | 1.00% | |||||
Notes payable | $ 641,424 | $ 1,384,637 | $ 312,890 | ||||
Proceeds from loan | $ 260,088 | $ 333,125 | 85,000 | $ 0 | |||
Short-term notes | |||||||
Short-term notes | 0 | 1,765 | |||||
Periodic payments | $ 8,200 | ||||||
Short-term notes | Minimum | |||||||
Interest rate | 24.00% | ||||||
Short-term notes | Maximum | |||||||
Interest rate | 31.00% | ||||||
SBA loan | AHA [Member] | |||||||
Proceeds from loan | $ 150,000 | ||||||
PPP loan | |||||||
Notes payable | $ 743,213 | $ 311,125 | |||||
PPP loan | AHA [Member] | |||||||
Notes payable | 172,000 | ||||||
Notes Payables | AHA [Member] | Investor | |||||||
Face amount | $ 700,000 | ||||||
Interest rate | 12.90% | ||||||
Warranty expiration | 6 years | ||||||
Purchase aggregate | 625,000 | ||||||
Purchase cost | $ 50,000 | ||||||
Exercise price | $ 2 | ||||||
Maturity date | Apr. 29, 2021 |
Note 12 - Stock Transactions (D
Note 12 - Stock Transactions (Details Narrative) - $ / shares | 1 Months Ended | |
Feb. 25, 2021 | Jan. 28, 2021 | |
Officers And Employees [Member] | ||
Share price per share | $ .65 | |
Shares issued for share based compensation, shares | 228,721 | |
Directors And Officers [Member] | ||
Share price per share | $ .65 | |
Shares issued for share based compensation, shares | 153,606 | |
AHP [Member] | Shareholders [Member] | ||
Common Stock Issued for services | 750,000 | |
Share price per share | $ 2.06 | |
Sale of Stock price per share | $ 2.06 | |
Common Stock Issued for acquisition, shares | 19,000,000 | |
AHA [Member] | Shareholders [Member] | ||
Common Stock Issued for services | 750,000 | |
Share price per share | $ 2.06 | |
Sale of Stock price per share | $ 2.06 | |
Common Stock Issued for acquisition, shares | 14,009,388 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Narrative) | Mar. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax liability | $ 2,429,500 |
Note 14 - Concentrations and _2
Note 14 - Concentrations and Credit Risk (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
FDIC | $ 250,000 | |
Sales [Member] | Customers [Member] | ||
Concentration percentage | 10.00% | 11.00% |
Accounts Receivable [Member] | Customers [Member] | ||
Concentration percentage | 12.00% |
Note 15 - Related Party Trans_2
Note 15 - Related Party Transactions (Details Narratives) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Due to related parties | $ 128,176 | $ 30,000 |
Shareholder and former officer | ||
Proceeds from related party debt | $ 30,000 | |
Maturity date | Jan. 28, 2021 | |
Shareholder and former officer | Assumed Liabilities, Net [Member] | ||
Due to related parties | $ 128,176 |
Note 16 - Commitments and Con_2
Note 16 - Commitments and Contingencies (Details Narratives) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Base Salary | $ 75,000 |
Elisa Luqman | |
Base Salary | 150,000 |
Lawrence Schimmel | |
Base Salary | 180,000 |
Dr. Hosseinion | |
Base Salary | 250,000 |
Mr. Sternberg | |
Base Salary | 250,000 |
Mr. Bowen | |
Base Salary | 150,000 |
Mr. Barnett | |
Base Salary | $ 250,000 |
Note 17 - Variable Interest E_3
Note 17 - Variable Interest Entities (VIEs) (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 3,741,458 | $ 26,931 |
Accounts receivable | 346,988 | 18,283 |
Prepaid expenses and other assets | 69,208 | 111,842 |
Total Current Assets | 4,157,654 | 157,056 |
Goodwill | 54,978,298 | 0 |
Total Assets | 75,935,655 | 169,857 |
Current Liabilities | ||
Accounts payable and accrued expenses | 4,336,217 | 695,424 |
Total Liabilities | 9,671,614 | $ 1,303,652 |
AHPIPA [Member] | ||
Current Assets | ||
Cash and cash equivalents | 3,021,718 | |
Accounts receivable | 295,689 | |
Prepaid expenses and other assets | 17,010 | |
Total Current Assets | 3,334,417 | |
Goodwill | 31,433,526 | |
Intangible assets, net | 6,945,631 | |
Total Other Assets | 38,379,156 | |
Total Assets | 41,713,573 | |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,613,154 | |
Total Liabilities | $ 2,613,154 |
Note 18 - Subsequent Events (De
Note 18 - Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
May 31, 2021 | Apr. 15, 2021 | |
Investor | ||
Shares price | $ 1.75 | |
Number of stock sold | 814,286 | |
Proceeds from stock sold | $ 1,221,429 | |
Noteholder 1 [Member] | ||
Debt Conversion, Converted Instrument, Amount | $ 199,442 | |
Debt Conversion, Converted Instrument, Shares Issued | 128,672 | |
Noteholder [Member] | ||
Debt Conversion, Converted Instrument, Shares Issued | 625,313 | |
Shares price | $ 1 |