Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53862 | |
Entity Registrant Name | Clinigence Holdings, Inc | |
Entity Central Index Key | 0001479681 | |
Entity Tax Identification Number | 11-3363609 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2455 East Sunrise Blvd. | |
Entity Address, Address Line Two | Suite 1204 | |
Entity Address, City or Town | Fort Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33304 | |
City Area Code | 954 | |
Local Phone Number | 449-0641 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | CLNH | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 48,027,683 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 6,011,442 | $ 26,931 |
Accounts receivable | 432,349 | 18,283 |
Stock subscriptions receivable | 4,770,000 | 0 |
Prepaid expenses and other current assets | 393,938 | 111,842 |
Total current assets | 11,607,729 | 157,056 |
Long-term assets | ||
Property and equipment, net | 9,398 | 12,391 |
Right of use asset, net | 108,842 | 0 |
Investment in ACMG | 7,578,171 | 0 |
Intangible assets, net | 9,269,694 | 0 |
Goodwill | 54,697,684 | 0 |
Deposits and other assets | 0 | 410 |
Total assets | 83,271,518 | 169,857 |
Current liabilities | ||
Accounts payable and accrued expenses | 3,330,337 | 695,424 |
Customer deposits | 25,326 | 38,651 |
Accrued interest on notes payable | 181,935 | 0 |
Due to related parties | 128,176 | 30,000 |
Lease liability - current | 45,440 | |
Deferred revenue | 45,022 | 76,687 |
Convertible notes payable, net of debt discount | 1,965,155 | 0 |
Current portion of notes payable | 813,127 | 312,890 |
Total current liabilities | 6,534,518 | 1,153,652 |
Long-term liabilities | ||
Lease liability - long term | 67,882 | 0 |
Deferred tax liabilities | 2,429,500 | 0 |
Notes payable | 300,000 | 150,000 |
Total liabilities | 9,331,900 | 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; 45,595,316 and 5,282,545 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 45,595 | 5,282 |
Additional paid-in capital | 101,187,532 | 17,079,885 |
Accumulated deficit | (27,305,852) | (18,218,962) |
Noncontrolling interest | 12,343 | 0 |
Total stockholders' equity (deficiency) | 73,939,618 | (1,133,795) |
Total liabilities and stockholders' equity (deficiency) | $ 83,271,518 | $ 169,857 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 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 | 45,595,316 | 5,282,545 |
Common stock, shares outstanding | 45,595,316 | 5,282,545 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 5,568,757 | $ 350,032 | $ 12,873,607 | $ 1,194,250 |
Cost of sales | 4,380,671 | 210,894 | 10,156,087 | 674,881 |
Gross profit | 1,188,086 | 139,138 | 2,717,520 | 519,369 |
Operating expenses | ||||
Research and development | 72,266 | 73,827 | 208,615 | 502,961 |
Sales and marketing | 4,711 | (5,248) | 21,154 | 168,601 |
General and administrative expenses | 1,743,089 | 698,598 | 7,950,353 | 2,876,351 |
Gain on sale of assets | 0 | (2,404,066) | 0 | (4,732,244) |
Amortization | 192,131 | 0 | 448,306 | 222,032 |
Total operating expenses | 2,012,197 | (1,636,889) | 8,628,428 | (962,299) |
Income (loss) from operations | (824,111) | 1,776,027 | (5,910,908) | 1,481,668 |
Other income (expenses) | ||||
Loss on disposal of subsidiary | 0 | 0 | 0 | (158,744) |
Income from forgiveness of debt | 0 | 0 | 314,807 | 0 |
Loss on sale of assets | (1,621) | (1,621) | ||
Income (loss) from earnings from equity investment | 583,981 | 0 | 444,171 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | (167,797) |
Interest income | 270 | 0 | 629 | 0 |
Interest expense | (1,562,107) | (18,252) | (3,923,246) | (332,528) |
Total other income (expenses) | (977,856) | (19,873) | (3,163,639) | (660,690) |
Income (loss) from continuing operations | (1,801,967) | 1,756,154 | (9,074,547) | 820,978 |
Income from discontinued operations (including gain on disposal of $142,027 for the nine months ended September 30, 2020) | 0 | 0 | 0 | 39,752 |
Net income (loss) | (1,801,967) | 1,756,154 | (9,074,547) | 860,730 |
Net income attributable to noncontrolling interest | 101,853 | 0 | 12,343 | 0 |
Net income (loss) attributable to Clinigence Holdings, Inc. | $ (1,903,820) | $ 1,756,154 | $ (9,086,890) | $ 860,730 |
Basic and fully diluted income (loss) per common share: | ||||
Continuing operations | $ (0.04) | $ 0.34 | $ (0.27) | $ 0.17 |
Discontinued operations | 0 | 0 | 0 | 0.01 |
Net income (loss) per common share | $ (0.04) | $ 0.34 | $ (0.27) | $ 0.18 |
Weighted average common shares outstanding - basic and fully diluted | 42,380,274 | 5,179,342 | 33,746,690 | 4,828,014 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Income Statement [Abstract] | |
Gain on disposal | $ 142,027 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Treasury Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 4,649 | $ 14,422,579 | $ (12,568,795) | $ 1,858,433 | ||
Beginning balance, Shares at Dec. 31, 2019 | 4,649,179 | |||||
Stock-based compensation | 848,778 | 848,778 | ||||
Purchase of treasury stock | (1,170) | (1,170) | ||||
Net income | (1,122,730) | (1,122,730) | ||||
Ending balance, value at Mar. 31, 2020 | $ 4,649 | 15,271,357 | (13,691,525) | (1,170) | 1,583,311 | |
End balance, Shares at Mar. 31, 2020 | 4,649,179 | |||||
Options issued for services | 1,056,599 | 1,056,599 | ||||
Stock-based compensation | $ 226 | 361,086 | 361,312 | |||
Stock-based compensation shares | 225,820 | |||||
Treasury stock cancelled | 1,170 | 1,170 | ||||
Net income | 227,306 | 227,306 | ||||
Ending balance, value at Jun. 30, 2020 | $ 4,875 | 16,689,042 | (13,464,219) | 3,229,698 | ||
End balance, Shares at Jun. 30, 2020 | 4,874,999 | |||||
Common stock issued for cash | $ 190 | 119,810 | 120,000 | |||
Common stock issued for cash, Shares | 190,476 | |||||
Common stock cancelled | $ (23) | (33,727) | (33,750) | |||
Common stock cancelled shares | (23,276) | |||||
Common stock issued in connection with separation agreement | $ 240 | 304,760 | 305,000 | |||
Common stock issued in connection with separation agreement shares | 240,346 | |||||
Net income | 1,756,154 | 1,756,154 | ||||
Ending balance, value at Sep. 30, 2020 | $ 5,282 | 17,079,885 | (11,708,065) | 5,377,102 | ||
End balance, Shares at Sep. 30, 2020 | 5,282,545 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 5,282 | 17,079,885 | (18,218,962) | (1,133,795) | ||
Beginning balance, Shares at Dec. 31, 2020 | 5,282,545 | |||||
Stock-based compensation | $ 933 | 3,851,704 | 3,852,637 | |||
Stock-based compensation shares | 932,567 | |||||
Common stock issued for related party note payable | $ 46 | 29,954 | 30,000 | |||
Common stock issued for related party note, Shares | 46,154 | |||||
Adjustment to common stock issued in AHA acquisition | $ 33,034 | 68,017,978 | 68,051,012 | |||
Adjustment to common stock issued in AHA acquisition shares | 33,034,466 | |||||
Net income | (4,444,559) | (39,581) | (4,484,140) | |||
Ending balance, value at Mar. 31, 2021 | $ 39,295 | 88,979,521 | (22,663,521) | (39,581) | 66,315,714 | |
End balance, Shares at Mar. 31, 2021 | 39,295,732 | |||||
Common stock issued for cash | $ 1,826 | 3,193,174 | 3,195,000 | |||
Common stock issued for cash, Shares | 1,825,714 | |||||
Financing cost for capital raise | (319,500) | (319,500) | ||||
Notes payable converted to common stock | $ 129 | 199,871 | 200,000 | |||
Notes payable converted to common stock, Shares | 128,672 | |||||
Debt discount on notes payable | 659,755 | 659,755 | ||||
Net income | (2,738,511) | (49,929) | (2,788,440) | |||
Ending balance, value at Jun. 30, 2021 | $ 41,250 | 92,712,821 | (25,402,032) | (89,510) | 67,262,529 | |
End balance, Shares at Jun. 30, 2021 | 41,250,118 | |||||
Common stock issued for cash | $ 2,392 | 4,184,171 | 4,186,563 | |||
Common stock issued for cash, Shares | 2,392,679 | |||||
Financing cost for capital raise | (358,500) | (358,500) | ||||
Common stock subscribed | $ 2,011 | 4,767,989 | 4,770,000 | |||
Common stock subscribed shares | 2,011,428 | |||||
Notes payable converted to common stock | $ 805 | 1,524,195 | 1,525,000 | |||
Notes payable converted to common stock, Shares | 804,570 | |||||
Warrants converted to common stock | $ 49 | 60,888 | 60,937 | |||
Warrants converted to common stock shares | 48,750 | |||||
Return of common stock held back in AHP acquisition | $ (1,076) | (2,216,250) | (2,217,326) | |||
Return of common stock held back in AHP acquisition shares | (1,076,372) | |||||
Stock-based compensation | 174,247 | 174,247 | ||||
Adjustment to common stock issued in AHA acquisition | $ 164 | 337,971 | 338,135 | |||
Adjustment to common stock issued in AHA acquisition shares | 164,143 | |||||
Net income | (1,903,820) | 101,853 | (1,801,967) | |||
Ending balance, value at Sep. 30, 2021 | $ 45,595 | $ 101,187,532 | $ (27,305,852) | $ 12,343 | $ 73,939,618 | |
End balance, Shares at Sep. 30, 2021 | 45,595,316 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (9,074,547) | $ 860,730 |
(Income) loss from discontinued operations | 0 | (39,752) |
Net income (loss) from continuing operations | (9,074,547) | 820,978 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation | 2,993 | 13,376 |
Amortization | 469,435 | 94,761 |
Interest expense associated with debt discount | 3,315,950 | 0 |
Non cash interest expense | 24,372 | 474,344 |
Gain on sale of assets | 0 | (4,732,244) |
Loss on sale of assets | 0 | 1,621 |
Loss on extinguishment of debt | 0 | 167,797 |
Cancellation of common stock | 0 | (33,750) |
Purchase price adjustment to investment in AHP | (300,000) | 0 |
Income from forgiveness of debt | (311,125) | 0 |
Income from earnings from equity investment | (444,171) | 0 |
Stock-based compensation expense | 4,026,884 | 2,571,689 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (144,751) | 17,851 |
Prepaid expenses and other current assets | (253,818) | (86,650) |
Deposits and other assets | 410 | 1,240 |
Accounts payable and accrued expenses | (1,445,178) | (661,379) |
Customer deposits | (13,325) | 0 |
Accrued interest on notes payable | 224,466 | (21,730) |
Lease liability | (16,649) | (37,401) |
Deferred revenue | (31,665) | (148,498) |
NET CASH USED IN OPERATING ACTIVITIES | (3,970,719) | (1,557,995) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Decrease in restricted cash | 0 | 49,693 |
Sale of property and equipment | 0 | 500 |
Payment to AHP shareholder for litigation settlement | (1,094,689) | 0 |
Preacquisition loans from subsidiary | 85,000 | 0 |
Cash acquired from acquisition of subsidiary | 3,803,267 | 0 |
Net cash provided by continuing investing activities | 2,793,578 | 50,193 |
Net cash used in discontinued investing activities | 0 | (2,656) |
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES | 2,793,578 | 47,537 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 7,381,563 | 120,000 |
Proceeds from exercise of warrants | 60,937 | 0 |
Proceeds from notes payable | 413,917 | 461,125 |
Payments on notes payable | (16,765) | (108,359) |
Payments of financing costs for capital raise | (678,000) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 7,161,652 | 472,766 |
NET INCREASE (DECREASE) IN CASH | 5,984,511 | (1,037,692) |
CASH - BEGINNING OF PERIOD | 26,931 | 1,065,434 |
CASH - END OF PERIOD | 6,011,442 | 27,742 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest | 447,691 | 16,130 |
Non-cash investing and financing activities: | ||
Investment in AHA in exchange of assets sold and liabilities assumed | 0 | 6,402,278 |
Common stock issued for acquisition of subsidiaries | 68,051,012 | 0 |
Common stock issued for subscriptions receivable | 4,770,000 | 0 |
Related party loans converted to common stock | 30,000 | 0 |
Notes payable converted to accounts payable | 228,518 | 0 |
Notes payable converted to common stock | 1,725,000 | 0 |
Accrued interest converted to convertible notes payable | 54,746 | 0 |
Deferred tax liability recorded on intangible assets | 2,429,500 | 0 |
Debt discount on notes payable | 659,755 | 0 |
Right of use asset added for operating lease | $ 129,971 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
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. AHP is a privately held medical management company and provider network that manages its affiliated medical group, AHP Independent Physicians Association. Interim Financial Statements The following condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited financial statements, and 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 nine months ended September 30, 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.” 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. 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 14,034,472 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: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 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 (1,631,942 ) Convertible notes payable — 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: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 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 Pursuant to the AHP Merger Agreement, 1,076,372 19,000,000 2.06 AHP lost the Arbitration case and on September 13, 2021, the Arbitration Court granted the Claimants an award in the amount of $ 1,091,896 1,091,896 1,122,636 2,216,250 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 $ 27,305,852 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. For the nine months ended September 30, 2021, our operations lost $ 9,074,547 3,812,750 At September 30, 2021, we had total current assets of $ 11,607,729 6,534,518 5,073,211 128,176 83,271,518 9,331,900 73,939,618 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations | |
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 nine months ended September 30, 2021 are presented as follows: Schedule of consolidated statements of operations 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
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., and AHP Management 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 U.S. GAAP 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. The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to 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. 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 September 30, 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. As of September 30, 2021, no customers represented more than 10% of total accounts receivable 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: Schedule of estimated lives of respective assets Office equipment and fixtures 5 7 Computer hardware 5 Computer software 3 Development equipment 5 Amortization Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Schedule of estimated lives of the respective assets Population Health Platform technology 11 Member relationships 15 Trademarks 6 Goodwill Goodwill represents the net identifiable assets acquired and the 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 nine months ended September 30, 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 $ 45,022 76,687 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 . 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, and accounts payable 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 maturity. 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 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 Independent Physicians Association (“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 $ 21,154 41,418 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. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment are carried at cost and consist of the following at September 30, 2021 and December 31, 2020: Schedule of property, plant and equipment 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 (53,088 ) (50,095 ) Property, Plant and Equipment, Net $ 9,398 $ 12,391 Depreciation expense of $ 2,992 13,376 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets The following tables provide detail associated with the Company’s acquired identifiable intangible assets: Schedule of intangible assets As of September 30, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Member relationships $ 6,444,000 $ (250,600 ) $ 6,193,400 15 Trademarks 545,000 (52,986 ) 492,014 6 PHP technology 2,729,000 (144,720 ) 2,584,280 11 Total $ 9,718,000 $ (448,306 ) $ 9,269,694 Aggregate Amortization Expense: Schedule of future amortization expenses For the nine months ended September 30, 2021 $ 448,306 |
Investment in ACMG
Investment in ACMG | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Investment in ACMG | Note 6 – 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 29 7,134,000 444,171 7,578,171 |
Operating Lease
Operating Lease | 9 Months Ended |
Sep. 30, 2021 | |
Operating Lease | |
Operating Lease | Note 7 – Operating Lease The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company's consolidated balance sheets. Finance leases are included in property and equipment, current portion of finance lease obligations and finance lease obligations, net of current portion in the Company's unaudited consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. The Company used the implicit rate in the lease in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are generally not included in ROU assets and liabilities. Operating lease ROU assets and operating lease liabilities are recorded on the consolidated balance sheet as follows: Schedule Operating lease ROU assets and operating lease liabilities September 30, 2021 Operating Lease: Operating lease right-of-use assets, net $ 108,842 Current portion of operating lease liabilities 45,440 Operating lease liabilities, net of current portion 67,882 As of September 30, 2021, the weighted-average remaining lease term of the operating lease was 2.3 6.75 The following table summarizes maturities of operating lease liabilities based on lease term as of September 30, 2021: Schedule summarizes maturities of operating lease liabilities 2021 $ 12,614 2022 51,800 2023 53,354 2024 4,457 Total lease payments 122,225 Less: Imputed interest 8,903 Present value of lease liabilities $ 113,322 At September 30, 2021, the Company had the following future minimum payments due under the non-cancelable lease: Schedule minimum payments due under the non-cancelable lease 2021 $ 12,614 2022 51,800 2023 53,354 2024 4,457 Total minimum lease payments $ 122,225 Consolidated rental expense from continuing operations for all operating leases was $ 68,497 82,374 The following table summarizes the cash paid and related right-of-use operating lease recognized for the nine months ended September 30, 2021. Schedule of cash paid and related right-of-use operating lease recognized Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 37,688 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 16,649 |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Basic and fully diluted income (loss) per common share: | |
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 Computation of diluted net income (loss) per share Nine Months Ended September 30, 2021 2020 Stock options 2,965,431 1,174,814 Stock warrants 11,573,231 557,873 Total shares excluded from calculation 14,538,662 1,732,687 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
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 nine months ended September 30, 2021 and 2020 follows: Schedule of stock option activities 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 1,130,734 1.49 Options expired (400 ) 0.01 Options cancelled (4,374 ) 5.56 Options outstanding at September 30, 2020 1,174,814 $ 1.61 8.36 Options outstanding at December 31, 2020 1,174,814 $ 1.61 8.11 Options granted 1,300,000 1.66 Options assumed in merger 490,617 2.00 Options outstanding at September 30, 2021 2,965,431 $ 1.70 7.10 Options outstanding at September 30, 2021 consist of: Schedule of stock options outstanding 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 August 16, 2021 75,000 75,000 $ 2.51 August 16, 2027 Total 2,965,431 2,965,431 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 nine months ended September 30, 2021 and 2020 follows: Schedule of Warrants, Activity 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 Warrants cancelled (507,378 ) — Warrants outstanding at September 30, 2020 557,873 6.77 4.04 Warrants outstanding at December 31, 2020 557,873 6.77 3.79 Warrants granted 4,648,143 1.94 Warrants exercised (48,750 ) 1.25 Warrants assumed in merger 6,415,965 1.74 Warrants outstanding at September 30, 2021 11,573,231 $ 2.06 5.31 Warrants outstanding at September 30, 2021 consist of: Schedule of Outstanding Warrants Date Number Number Exercise Expiration Issued Outstanding Exercisable Price 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 500,000 500,000 $ 4.00 February 26, 2026 February 25, 2021 1,506,452 1,506,452 $ 1.55 February 1, 2027 February 25, 2021 2,694,190 2,694,190 $ 1.55 July 31, 2026 May 14, 2021 651,429 651,429 $ 1.75 May 30, 2027 May 28, 2021 228,571 228,571 $ 1.75 May 30, 2027 June 11, 2021 182,857 182,857 $ 1.75 May 30, 2027 June 22, 2021 137,143 137,143 $ 1.75 May 30, 2027 June 24, 2021 169,143 169,143 $ 1.75 May 30, 2027 June 28, 2021 45,714 45,714 $ 1.75 May 30, 2027 June 29, 2021 45,714 45,714 $ 1.75 May 30, 2027 July 6, 2021 28,571 28,571 $ 1.75 May 31, 2027 July 22, 2021 12,857 12,857 $ 1.75 May 31, 2027 July 29, 2021 71,428 71,428 $ 1.75 May 31, 2027 August 6, 2021 157,143 157,143 $ 1.75 May 31, 2027 August 11, 2021 128,143 128,143 $ 1.75 May 31, 2027 August 12, 2021 42,857 42,857 $ 1.75 May 31, 2027 August 17, 2021 14,286 14,286 $ 1.75 May 31, 2027 August 27, 2021 28,571 28,571 $ 1.75 May 31, 2027 August 31, 2021 71,429 71,429 $ 1.75 May 31, 2027 September 1, 2021 228,572 228,572 $ 1.75 May 31, 2027 September 3, 2021 50,000 50,000 $ 1.75 May 31, 2027 September 9, 2021 88,571 88,571 $ 1.75 May 31, 2027 September 17, 2021 14,286 14,286 $ 1.75 May 31, 2027 September 20, 2021 422,856 422,856 $ 1.75 May 31, 2027 September 22, 2021 1,328,002 1,328,002 $ 1.75 May 31, 2027 September 23, 2021 500,000 500,000 $ 3.50 May 31, 2027 Total 11,573,231 11,573,231 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 10 – Convertible Notes Payable Convertible notes payable consisted of the following at September 30, 2021 and December 31, 2020: Schedule of Convertible notes payable 2021 2020 Notes payable convertible into Clinigence common shares at $1.55 per share; bearing interest at a rate of 10%; net of debt discount of $1,965,155 and $0, respectively; maturing in July 2022 $ 1,965,155 $ — Included in the liabilities assumed in the AHA merger are convertible promissory notes to various individuals totaling $ 1,965,155 7,565,375 1.55 The debt discount of $ 7,565,375 1,965,155 1,150,000 933,242 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 4,906,415 3,703,134 1,086,095 Included in the liabilities assumed in the AHA merger are convertible promissory notes to an individual investor totaling $ 575,000 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 to be 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. On September 30, 2021, the Company entered into a promissory note settlement agreement whereby the noteholder converted the principal balance of $575,000 into 191,667 common shares valued at $3.00 per share, and the Company paid $51,750 of accrued interest to the noteholder. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 11 – Notes Payable Notes payable consisted of the following at September 30, 2021 and December 31, 2020: Notes payable 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% 432,087 311,125 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% 381,040 — Total notes payable 1,113,127 462,890 Current portion (813,127 ) (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 31 8,200 0 1,765 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 U.S. Small Business Administration (“SBA”) COVID-19 Economic Injury Disaster Loan (EIDL) program. Under the terms of the loan, Borro wer must pay principal and interest payments of $731 every month beginning Twenty four (24) months from the date of the Note. The SBA will apply each installment payment first to pay interest accrued to the day the SBA receives the payment and will then apply any remaining balance to reduce principal. All remaining principal and accrued interest is due and payable Thirty (30) years from the date of the Note. Borrower may prepay this Note in part or in full at any time, without notice or penalty. AHA’s SBA loan of $150,000 was assumed in the merger transaction under the same terms. On April 21, 2020, the Company received a loan in the amount of $ 311,125 260,087 1 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 $ 172,000 432,087 311,125 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 50,000 1.55 12.9 April 29, 2021 Effective February 1, 2021, an Amended and Restated Note was entered into in which the principal amount increased to $ 840,000 12.9 840,000 381,040 |
Stock Transactions
Stock Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stock Transactions | Note 12 – Stock Transactions Common Stock Issued The Company sold 6,228,571 1.75 12,150,000 678,000 1,534,287 The Company sold 1,250 1.25 1,562 In connection with the convertible notes payable (see Note 11 above) various noteholders converted $ 1,725,000 933,242 In connection with the acquisition of AHA the Company issued 14,198,615 2.06 In connection with the acquisition of AHP the Company issued 19,000,000 2.06 In connection with the AHA and AHP acquisitions, the Company issued 750,000 2.06 On January 28, 2021, the Company issued 228,721 153,606 .65 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
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 |
Concentrations and Credit Risk
Concentrations and Credit Risk | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Concentrations and Credit Risk | Note 14 – Concentrations and Credit Risk Sales and Accounts Receivable The Company had sales to two customers which accounted for approximately 22 18 The Company had sales to three customers which accounted for approximately 14 10 10 24 14 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 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 - Related Party Transactions Due to Related Parties Due to related parties with a balance of $ 128,176 30,000 128,176 30,000 January 28, 2021 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 $ 150,000 180,000 250,000 250,000 150,000 250,000 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 |
Variable Interest Entities (VIE
Variable Interest Entities (VIEs) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. 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. Schedule of consolidated balance sheets September 30, 2021 ASSETS Current Assets Cash and cash equivalents $ 2,795,216 Accounts receivable 295,939 Prepaid expenses and other assets 71,840 Total Current Assets 3,162,995 Other Assets Goodwill 31,733,526 Right of use asset, net 108,842 Intangible assets, net 6,685,414 Total Other Assets 38,527,782 Total Assets $ 41,690,777 Current Liabilities Accounts payable and accrued expenses $ 2,425,112 Lease liability - current 45,440 Total Current Liabilities 2,470,552 Long-term Liabilities Lease liability – long-term 67,882 Total Liabilities $ 2,538,434 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – Subsequent Events The Company evaluated its September 30, 2021 condensed consolidated financial statements for subsequent events through the date the condensed consolidated financial statements were issued. Business Acquisition On October 15, 2021, the Company entered into an agreement and plan of merger with Procare Health Inc. (“Procare”), a California corporation, providing for the acquisition of 100% of the outstanding equity securities of Procare in exchange for 759,036 Based in Garden Grove, California and founded in 2011, ProCare is a leading management services organization (“MSO”) that currently provides services for one health maintenance organization (“HMO”) and three independent physician associations (“IPAs”) in Southern and Northern California. Conversions of Notes Payable Subsequent to the end of the period through the date of the report, various noteholders converted $ 670,000 432,257 1.55 Stock Subscriptions Receivable Subsequent to the end of the period through the date of the report, the Company received the balance of stock subscriptions receivable of $ 4,770,000 217,000 Common Stock Issued Subsequent to the end of the period through the date of the report, the Company sold 1,241,072 1.75 2,171,875 Sale of ACMG On November 13, 2021 our subsidiary AHA, as 29% shareholder of Sellers, entered into a Stock Purchase Agreement (the “ACMG Agreement”) by and among Genuine Health Group, LLC (“Buyer”), Accountable Care Medical Group of Florida, Inc., a Florida corporation (“Accountable Care Medical”), ACMG Health Group LLC, a Florida limited liability company (“ACMG Group”), and ACMG Health Systems, Inc., a Florida corporation (“ACMG Systems” and collectively with Accountable Care Medical and ACMG Group, the “Companies” and each a “Company”), each of the shareholders of Accountable Care Medical listed on Exhibit A of the ACMG Agreement (each a “Seller” and collectively the “Sellers”), and Manuel Lopez, as Sellers’ Representative. The purchase price (“ Purchase Price |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [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., and AHP Management 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 U.S. GAAP 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. The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to 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. |
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 September 30, 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. As of September 30, 2021, no customers represented more than 10% of total accounts receivable |
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: Schedule of estimated lives of respective assets Office equipment and fixtures 5 7 Computer hardware 5 Computer software 3 Development equipment 5 |
Amortization | Amortization Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Schedule of estimated lives of the respective assets Population Health Platform technology 11 Member relationships 15 Trademarks 6 |
Goodwill | Goodwill Goodwill represents the net identifiable assets acquired and the 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 nine months ended September 30, 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 $ 45,022 76,687 |
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 . |
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, and accounts payable 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 maturity. 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 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 Independent Physicians Association (“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 $ 21,154 41,418 |
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. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 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 |
A H A [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 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 (1,631,942 ) Convertible notes payable — Goodwill 21,115,272 Purchase price $ 28,859,339 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations | |
Schedule of consolidated statements of operations | Schedule of consolidated statements of operations 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated lives of respective assets | Schedule of estimated lives of respective assets Office equipment and fixtures 5 7 Computer hardware 5 Computer software 3 Development equipment 5 |
Schedule of estimated lives of the respective assets | Schedule of estimated lives of the respective assets Population Health Platform technology 11 Member relationships 15 Trademarks 6 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Schedule of property, plant and equipment 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 (53,088 ) (50,095 ) Property, Plant and Equipment, Net $ 9,398 $ 12,391 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets As of September 30, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Member relationships $ 6,444,000 $ (250,600 ) $ 6,193,400 15 Trademarks 545,000 (52,986 ) 492,014 6 PHP technology 2,729,000 (144,720 ) 2,584,280 11 Total $ 9,718,000 $ (448,306 ) $ 9,269,694 |
Schedule of future amortization expenses | Schedule of future amortization expenses For the nine months ended September 30, 2021 $ 448,306 |
Operating Lease (Tables)
Operating Lease (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Operating Lease | |
Schedule Operating lease ROU assets and operating lease liabilities | Schedule Operating lease ROU assets and operating lease liabilities September 30, 2021 Operating Lease: Operating lease right-of-use assets, net $ 108,842 Current portion of operating lease liabilities 45,440 Operating lease liabilities, net of current portion 67,882 |
Schedule summarizes maturities of operating lease liabilities | Schedule summarizes maturities of operating lease liabilities 2021 $ 12,614 2022 51,800 2023 53,354 2024 4,457 Total lease payments 122,225 Less: Imputed interest 8,903 Present value of lease liabilities $ 113,322 |
Schedule minimum payments due under the non-cancelable lease | Schedule minimum payments due under the non-cancelable lease 2021 $ 12,614 2022 51,800 2023 53,354 2024 4,457 Total minimum lease payments $ 122,225 |
Schedule of cash paid and related right-of-use operating lease recognized | Schedule of cash paid and related right-of-use operating lease recognized Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 37,688 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 16,649 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Basic and fully diluted income (loss) per common share: | |
Computation of diluted net income (loss) per share | Computation of diluted net income (loss) per share Nine Months Ended September 30, 2021 2020 Stock options 2,965,431 1,174,814 Stock warrants 11,573,231 557,873 Total shares excluded from calculation 14,538,662 1,732,687 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activities | Schedule of stock option activities 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 1,130,734 1.49 Options expired (400 ) 0.01 Options cancelled (4,374 ) 5.56 Options outstanding at September 30, 2020 1,174,814 $ 1.61 8.36 Options outstanding at December 31, 2020 1,174,814 $ 1.61 8.11 Options granted 1,300,000 1.66 Options assumed in merger 490,617 2.00 Options outstanding at September 30, 2021 2,965,431 $ 1.70 7.10 |
Schedule of stock options outstanding | Schedule of stock options outstanding 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 August 16, 2021 75,000 75,000 $ 2.51 August 16, 2027 Total 2,965,431 2,965,431 |
Schedule of Warrants, Activity | Schedule of Warrants, Activity 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 Warrants cancelled (507,378 ) — Warrants outstanding at September 30, 2020 557,873 6.77 4.04 Warrants outstanding at December 31, 2020 557,873 6.77 3.79 Warrants granted 4,648,143 1.94 Warrants exercised (48,750 ) 1.25 Warrants assumed in merger 6,415,965 1.74 Warrants outstanding at September 30, 2021 11,573,231 $ 2.06 5.31 |
Schedule of Outstanding Warrants | Schedule of Outstanding Warrants Date Number Number Exercise Expiration Issued Outstanding Exercisable Price 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 500,000 500,000 $ 4.00 February 26, 2026 February 25, 2021 1,506,452 1,506,452 $ 1.55 February 1, 2027 February 25, 2021 2,694,190 2,694,190 $ 1.55 July 31, 2026 May 14, 2021 651,429 651,429 $ 1.75 May 30, 2027 May 28, 2021 228,571 228,571 $ 1.75 May 30, 2027 June 11, 2021 182,857 182,857 $ 1.75 May 30, 2027 June 22, 2021 137,143 137,143 $ 1.75 May 30, 2027 June 24, 2021 169,143 169,143 $ 1.75 May 30, 2027 June 28, 2021 45,714 45,714 $ 1.75 May 30, 2027 June 29, 2021 45,714 45,714 $ 1.75 May 30, 2027 July 6, 2021 28,571 28,571 $ 1.75 May 31, 2027 July 22, 2021 12,857 12,857 $ 1.75 May 31, 2027 July 29, 2021 71,428 71,428 $ 1.75 May 31, 2027 August 6, 2021 157,143 157,143 $ 1.75 May 31, 2027 August 11, 2021 128,143 128,143 $ 1.75 May 31, 2027 August 12, 2021 42,857 42,857 $ 1.75 May 31, 2027 August 17, 2021 14,286 14,286 $ 1.75 May 31, 2027 August 27, 2021 28,571 28,571 $ 1.75 May 31, 2027 August 31, 2021 71,429 71,429 $ 1.75 May 31, 2027 September 1, 2021 228,572 228,572 $ 1.75 May 31, 2027 September 3, 2021 50,000 50,000 $ 1.75 May 31, 2027 September 9, 2021 88,571 88,571 $ 1.75 May 31, 2027 September 17, 2021 14,286 14,286 $ 1.75 May 31, 2027 September 20, 2021 422,856 422,856 $ 1.75 May 31, 2027 September 22, 2021 1,328,002 1,328,002 $ 1.75 May 31, 2027 September 23, 2021 500,000 500,000 $ 3.50 May 31, 2027 Total 11,573,231 11,573,231 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes Payable | |
Schedule of Convertible notes payable | Schedule of Convertible notes payable 2021 2020 Notes payable convertible into Clinigence common shares at $1.55 per share; bearing interest at a rate of 10%; net of debt discount of $1,965,155 and $0, respectively; maturing in July 2022 $ 1,965,155 $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes payable | Notes payable 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% 432,087 311,125 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% 381,040 — Total notes payable 1,113,127 462,890 Current portion (813,127 ) (312,890 ) Total notes payable, net $ 300,000 $ 150,000 |
Variable Interest Entities (V_2
Variable Interest Entities (VIEs) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of consolidated balance sheets | Schedule of consolidated balance sheets September 30, 2021 ASSETS Current Assets Cash and cash equivalents $ 2,795,216 Accounts receivable 295,939 Prepaid expenses and other assets 71,840 Total Current Assets 3,162,995 Other Assets Goodwill 31,733,526 Right of use asset, net 108,842 Intangible assets, net 6,685,414 Total Other Assets 38,527,782 Total Assets $ 41,690,777 Current Liabilities Accounts payable and accrued expenses $ 2,425,112 Lease liability - current 45,440 Total Current Liabilities 2,470,552 Long-term Liabilities Lease liability – long-term 67,882 Total Liabilities $ 2,538,434 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | Sep. 30, 2021USD ($) |
A H A [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 | (1,631,942) |
Convertible notes payable | 0 |
Goodwill | 21,115,272 |
Purchase price | 28,859,339 |
A H P [Member] | |
Cash | 3,105,877 |
Accounts payable | (2,683,896) |
Goodwill | 31,433,526 |
Purchase price | 39,140,000 |
Accounts receivable | 269,315 |
Deposits and other assets | 26,178 |
Member relationships | 6,444,000 |
Trademarks | $ 545,000 |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Details Narrative) - USD ($) | Sep. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Restructuring Cost and Reserve [Line Items] | |||||||||||
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 14,034,472 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. | ||||||||||
Stock issued | 19,000,000 | 19,000,000 | |||||||||
Accumulated deficit | $ 27,305,852 | $ 27,305,852 | $ 18,218,962 | ||||||||
Income (loss) from continuing operations | 1,801,967 | $ (1,756,154) | 9,074,547 | $ (820,978) | |||||||
Non Cash | 3,812,750 | ||||||||||
Total current assets | 11,607,729 | 11,607,729 | 157,056 | ||||||||
Total current liabilities | 6,534,518 | 6,534,518 | 1,153,652 | ||||||||
Working capital deficit | 5,073,211 | 5,073,211 | |||||||||
Due to related parties | 128,176 | 128,176 | 30,000 | ||||||||
Assets | 83,271,518 | 83,271,518 | 169,857 | ||||||||
Total liabilities | 9,331,900 | 9,331,900 | 1,303,652 | ||||||||
Total stockholders' equity (deficiency) | $ 73,939,618 | $ 5,377,102 | $ 73,939,618 | $ 5,377,102 | $ 67,262,529 | $ 66,315,714 | $ (1,133,795) | $ 3,229,698 | $ 1,583,311 | $ 1,858,433 | |
A H P Merger Agreement [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock issued | 1,076,372 | 1,076,372 | |||||||||
Stock price per share | $ 2.06 | $ 2.06 | |||||||||
Stock issued amount | $ 1,091,896 | ||||||||||
Cash settlement amount | 1,091,896 | ||||||||||
Goodwill | $ 1,122,636 | ||||||||||
Equity | $ 2,216,250 | $ 2,216,250 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Sales | $ 5,568,757 | $ 350,032 | $ 12,873,607 | $ 1,194,250 |
Cost of sales | (4,380,671) | (210,894) | (10,156,087) | (674,881) |
General and administrative expenses | (1,743,089) | (698,598) | (7,950,353) | (2,876,351) |
Depreciation and amortization | (469,435) | (94,761) | ||
Interest expense | (1,562,107) | (18,252) | (3,923,246) | (332,528) |
Loss from operations | $ 824,111 | $ (1,776,027) | 5,910,908 | (1,481,668) |
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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Office equipment and fixtures | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Office equipment useful life | 5 years |
Office equipment and fixtures | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Office equipment useful life | 7 years |
Computer hardware | |
Property, Plant and Equipment [Line Items] | |
Office equipment useful life | 5 years |
Computer Software, Intangible Asset [Member] | |
Property, Plant and Equipment [Line Items] | |
Office equipment useful life | 3 years |
Development equipment | |
Property, Plant and Equipment [Line Items] | |
Office equipment useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | 9 Months Ended |
Sep. 30, 2021 | |
Population Health Platform Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets useful life | 11 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets useful life | 15 years |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets useful life | 6 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Deferred revenue | $ 45,022 | $ 76,687 | |
Advertising costs | $ 21,154 | $ 41,418 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Office equipment and fixtures | $ 5,300 | $ 5,300 |
Computer hardware | 41,065 | 41,065 |
Computer software | 16,121 | 16,121 |
Less: Accumulated depreciation | (53,088) | (50,095) |
Property, Plant and Equipment, Net | $ 9,398 | $ 12,391 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,992 | $ 13,376 |
Intangible Assets (Details)
Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross | $ 9,718,000 |
Less: Accumulated amortization | (448,306) |
Intangible Assets, Net | 9,269,694 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross | 6,444,000 |
Less: Accumulated amortization | (250,600) |
Intangible Assets, Net | $ 6,193,400 |
Intangible assets useful life | 15 years |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross | $ 545,000 |
Less: Accumulated amortization | (52,986) |
Intangible Assets, Net | $ 492,014 |
Intangible assets useful life | 6 years |
Population Health Platform Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross | $ 2,729,000 |
Less: Accumulated amortization | (144,720) |
Intangible Assets, Net | $ 2,584,280 |
Intangible assets useful life | 11 years |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization Expense | $ 192,131 | $ 0 | $ 448,306 | $ 222,032 |
Investment in ACMG (Details Nar
Investment in ACMG (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Investment loss | $ 444,171 |
A C M G [Member] | |
Non-controlling interest | 29.00% |
Ownership Interest | $ 7,134,000 |
A H A [Member] | |
Payment obligations | 15,000,000 |
A C M G [Member] | |
Investment loss | $ 7,578,171 |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Lease: | ||
Operating lease right-of-use assets, net | $ 108,842 | $ 0 |
Current portion of operating lease liabilities | 45,440 | |
Operating lease liabilities, net of current portion | $ 67,882 | $ 0 |
Operating Lease (Details 1)
Operating Lease (Details 1) | Sep. 30, 2021USD ($) |
Operating Lease | |
2021 | $ 12,614 |
2022 | 51,800 |
2023 | 53,354 |
2024 | 4,457 |
Total lease payments | 122,225 |
Less: Imputed interest | 8,903 |
Present value of lease liabilities | $ 113,322 |
Operating Lease (Details 2)
Operating Lease (Details 2) | Sep. 30, 2021USD ($) |
Operating Lease | |
2021 | $ 12,614 |
2022 | 51,800 |
2023 | 53,354 |
2024 | 4,457 |
Total minimum lease payments | $ 122,225 |
Operating Lease (Details 3)
Operating Lease (Details 3) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 37,688 |
Right-of-use lease assets obtained in the exchange for lease liabilities: | |
Operating leases | $ 16,649 |
Operating Lease (Details Narrat
Operating Lease (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 3 months 18 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 6.75% | |
Continuing Operations [Member] | ||
Rental expense | $ 68,497 | $ 82,374 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 14,538,662 | 1,732,687 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 2,965,431 | 1,174,814 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 11,573,231 | 557,873 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Options, Outstanding, Beginning Balance | 1,174,814 | 48,854 | 48,854 | |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 1.61 | $ 5.11 | $ 5.11 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 1 month 6 days | 8 years 1 month 9 days | 8 years 18 days | |
Options, Granted | 1,300,000 | 1,130,734 | ||
Options, Granted, Weighted Average Exercise Price | $ 1.66 | $ 1.49 | ||
Options, Expired | (400) | |||
Options, Expired, Weighted Average Exercise Price | 0.01 | |||
Options, Cancelled | (4,374) | |||
Options, Cancelled, Weighted Average Exercise Price | $ 5.56 | |||
Options, Outstanding, Ending Balance | 2,965,431 | 1,174,814 | 1,174,814 | 48,854 |
Options, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 1.70 | $ 1.61 | $ 5.11 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 4 months 9 days | |||
Options, assumed in merger | 490,617 | |||
Options, assumed in merger, Weighted Average Exercise Price | $ 2 | |||
Options, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 1.70 | $ 1.61 | $ 5.11 |
Stock Based Compensation (Det_2
Stock Based Compensation (Details 1) - $ / shares | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Outstanding | 2,965,431 | 1,174,814 | 1,174,814 | 48,854 |
Number Exercisable | 2,965,431 | |||
Exercise price | $ 1.70 | $ 1.61 | $ 5.11 | |
Options One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issued Date | Jan. 27, 2020 | |||
Number of Outstanding | 307,884 | |||
Number Exercisable | 307,884 | |||
Exercise price | $ 1.50 | |||
Options outstanding Expiration Date | Jan. 27, 2030 | |||
Options Four | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issued Date | Jan. 27, 2020 | |||
Number of Outstanding | 225,000 | |||
Number Exercisable | 225,000 | |||
Exercise price | $ 1.50 | |||
Options outstanding Expiration Date | Jan. 27, 2027 | |||
Options Five | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issued Date | May 11, 2020 | |||
Number of Outstanding | 380,000 | |||
Number Exercisable | 380,000 | |||
Exercise price | $ 1.50 | |||
Options outstanding Expiration Date | May 11, 2027 | |||
Options Seven | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 8 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 9 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 10 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 11 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issued Date | Feb. 25, 2021 | |||
Number of Outstanding | 200,000 | |||
Number Exercisable | 200,000 | |||
Exercise price | $ 2 | |||
Options outstanding Expiration Date | Feb. 25, 2031 | |||
Options 12 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issued Date | Aug. 16, 2021 | |||
Number of Outstanding | 75,000 | |||
Number Exercisable | 75,000 | |||
Exercise price | $ 2.51 | |||
Options outstanding Expiration Date | Aug. 16, 2027 |
Stock Based Compensation (Det_3
Stock Based Compensation (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Warrants, Outstanding, Beginning Balance | 557,873 | 1,065,251 | 1,065,251 | |
Warrants, Outstanding, Beginning Balance | $ 6.77 | $ 6.04 | $ 6.04 | |
Warrants, Outstanding, Ending Balance | 5 years 3 months 21 days | 4 years 14 days | 3 years 9 months 14 days | 5 years 2 months 1 day |
Warrants cancelled | (507,378) | |||
Warrants cancelled | $ 0 | |||
Warrants, Outstanding, Ending Balance | 11,573,231 | 557,873 | 557,873 | 1,065,251 |
Warrants, Outstanding, Ending Balance | $ 2.06 | $ 6.77 | $ 6.77 | $ 6.04 |
Warrants Granted | 4,648,143 | |||
Warrant Granted | $ 1.94 | |||
Warrant Exercised | (48,750) | |||
Warrants exercised | $ 1.25 | |||
Warrants, assumed in merger | 6,415,965 | |||
Warrants, assumed in merger, Warrants, assumed in merger | $ 1.74 |
Stock Based Compensation (Det_4
Stock Based Compensation (Details 3) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Outstanding | 11,573,231 |
Number Exercisable | 11,573,231 |
Warrants One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Oct. 29, 2019 |
Number of Outstanding | 1,500 |
Number Exercisable | 1,500 |
Exercise price | $ / shares | $ 25 |
Expiration Date | April 27, 2023 |
Warrants 10 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 11 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Feb. 25, 2021 |
Number of Outstanding | 500,000 |
Number Exercisable | 500,000 |
Exercise price | $ / shares | $ 4 |
Expiration Date | February 26, 2026 |
Warrants 12 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Feb. 25, 2021 |
Number of Outstanding | 1,506,452 |
Number Exercisable | 1,506,452 |
Exercise price | $ / shares | $ 1.55 |
Expiration Date | February 1, 2027 |
Warrants 13 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 |
Warrants 14 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | May 14, 2021 |
Number of Outstanding | 651,429 |
Number Exercisable | 651,429 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 30, 2027 |
Warrants 15 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | May 28, 2021 |
Number of Outstanding | 228,571 |
Number Exercisable | 228,571 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 30, 2027 |
Warrants 16 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Jun. 11, 2021 |
Number of Outstanding | 182,857 |
Number Exercisable | 182,857 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 30, 2027 |
Warrants 17 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Jun. 22, 2021 |
Number of Outstanding | 137,143 |
Number Exercisable | 137,143 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 30, 2027 |
Warrants 18 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Jun. 24, 2021 |
Number of Outstanding | 169,143 |
Number Exercisable | 169,143 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 30, 2027 |
Warrants 19 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Jun. 28, 2021 |
Number of Outstanding | 45,714 |
Number Exercisable | 45,714 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 30, 2027 |
Warrants 20 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Jun. 29, 2021 |
Number of Outstanding | 45,714 |
Number Exercisable | 45,714 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 30, 2027 |
Warrants 21 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Jul. 6, 2021 |
Number of Outstanding | 28,571 |
Number Exercisable | 28,571 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 22 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Jul. 22, 2021 |
Number of Outstanding | 12,857 |
Number Exercisable | 12,857 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 23 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Jul. 29, 2021 |
Number of Outstanding | 71,428 |
Number Exercisable | 71,428 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 24 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Aug. 6, 2021 |
Number of Outstanding | 157,143 |
Number Exercisable | 157,143 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 25 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Aug. 11, 2021 |
Number of Outstanding | 128,143 |
Number Exercisable | 128,143 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 26 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Aug. 12, 2021 |
Number of Outstanding | 42,857 |
Number Exercisable | 42,857 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 27 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Aug. 17, 2021 |
Number of Outstanding | 14,286 |
Number Exercisable | 14,286 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 28 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Aug. 27, 2021 |
Number of Outstanding | 28,571 |
Number Exercisable | 28,571 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 29 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Aug. 31, 2021 |
Number of Outstanding | 71,429 |
Number Exercisable | 71,429 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 30 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Sep. 1, 2021 |
Number of Outstanding | 228,572 |
Number Exercisable | 228,572 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 31 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Sep. 3, 2021 |
Number of Outstanding | 50,000 |
Number Exercisable | 50,000 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 32 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Sep. 9, 2021 |
Number of Outstanding | 88,571 |
Number Exercisable | 88,571 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 33 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Sep. 17, 2021 |
Number of Outstanding | 14,286 |
Number Exercisable | 14,286 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 34 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Sep. 20, 2021 |
Number of Outstanding | 422,856 |
Number Exercisable | 422,856 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 35 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Sep. 22, 2021 |
Number of Outstanding | 1,328,002 |
Number Exercisable | 1,328,002 |
Exercise price | $ / shares | $ 1.75 |
Expiration Date | May 31, 2027 |
Warrants 36 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued Date | Sep. 23, 2021 |
Number of Outstanding | 500,000 |
Number Exercisable | 500,000 |
Exercise price | $ / shares | $ 3.50 |
Expiration Date | May 31, 2027 |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible Notes Payables 1 [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | $ 1,965,155 | $ 0 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 28, 2021 | Feb. 02, 2021 | |
Debt Instrument, Face Amount | $ 840,000 | |||
Shares price | $ 1.75 | $ 1.75 | $ 1.25 | |
Convertible Notes Payables [Member] | ||||
Debt Conversion, Converted Instrument, Amount | $ 2,658,960 | |||
Interest rate discount | 4,906,415 | |||
Financing fees paid | $ 1,086,095 | 1,086,095 | ||
Convertible Notes Payables [Member] | Warrant [Member] | ||||
Debt Conversion, Converted Instrument, Amount | $ 3,703,134 | |||
Investor [Member] | ||||
Shares price | $ 1.75 | $ 1.75 | ||
A H A [Member] | Individuals [Member] | ||||
Debt Conversion, Converted Instrument, Amount | $ 1,965,155 | |||
Debt Instrument, Face Amount | $ 7,565,375 | $ 7,565,375 | ||
Shares price | $ 1.55 | $ 1.55 | ||
Debt Discount (Premium) | $ 1,965,155 | $ 7,565,375 | ||
Accreted balance | $ 1,150,000 | |||
Common stock shares | 933,242 | |||
A H A [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 to be 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. On September 30, 2021, the Company entered into a promissory note settlement agreement whereby the noteholder converted the principal balance of $575,000 into 191,667 common shares valued at $3.00 per share, and the Company paid $51,750 of accrued interest to the noteholder. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total notes payable | $ 1,113,127 | $ 462,890 |
Current Portion | (813,127) | (312,890) |
Total notes payable, net | 300,000 | 150,000 |
Notes Payables 1 [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 0 | 1,765 |
Notes Payables 2 [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 432,087 | 311,125 |
Notes Payables 3 [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 300,000 | 150,000 |
Notes Payables 4 [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 381,040 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Feb. 02, 2021 | Feb. 25, 2021 | May 22, 2020 | Apr. 21, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||
Interest rate | 12.90% | 1.00% | |||||
Proceeds from loan | $ 260,087 | $ 311,125 | $ 85,000 | $ 0 | |||
Notes payable | $ 840,000 | 813,127 | $ 312,890 | ||||
Face amount | $ 840,000 | ||||||
Short Term Notes [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Periodic payments | 8,200 | ||||||
Short-term notes | $ 0 | 1,765 | |||||
Short Term Notes [Member] | Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest rate | 24.00% | ||||||
Short Term Notes [Member] | Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest rate | 31.00% | ||||||
S B A Loan [Member] | A H A [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Proceeds from loan | $ 150,000 | ||||||
Related Party Loan Payable [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Notes payable | $ 432,087 | $ 311,125 | |||||
Related Party Loan Payable [Member] | A H A [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Notes payable | $ 172,000 | ||||||
Notes Payables [Member] | A H A [Member] | Investor [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest rate | 12.90% | ||||||
Face amount | $ 700,000 | ||||||
Purchase cost | $ 50,000 | ||||||
Exercise price | $ 1.55 | ||||||
Maturity date | Apr. 29, 2021 | ||||||
Purchase aggregate | 381,040 |
Stock Transactions (Details Nar
Stock Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2021 | Feb. 25, 2021 | Jan. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Common stock shares sold | $ 1,250 | $ 6,228,571 | $ 6,228,571 | ||
Shares issued price | $ 1.25 | $ 1.75 | $ 1.75 | ||
Investors for proceeds | $ 1,562 | $ 12,150,000 | |||
Placement agent | $ 678,000 | $ 678,000 | |||
Cash and issued warrants | 1,534,287 | 1,534,287 | |||
Converted warrants | $ 1,725,000 | ||||
Common stock shares | 933,242 | ||||
Officers And Employees [Member] | |||||
Share price per share | $ 0.65 | ||||
Shares issued for share based compensation, shares | 228,721 | ||||
Directors And Officers [Member] | |||||
Shares issued for share based compensation, shares | 153,606 | ||||
A H A [Member] | Shareholders [Member] | |||||
Common Stock Issued for acquisition, shares | 14,198,615 | ||||
Sale of Stock price per share | $ 2.06 | ||||
Common Stock Issued for services | 750,000 | ||||
Share price per share | $ 2.06 | ||||
A H P [Member] | Shareholders [Member] | |||||
Common Stock Issued for acquisition, shares | 19,000,000 | ||||
Sale of Stock price per share | $ 2.06 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Sep. 30, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax liability | $ 2,429,500 |
Concentrations and Credit Risk
Concentrations and Credit Risk (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Product Information [Line Items] | ||
FDIC | $ 250,000 | |
Sales [Member] | Customers [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 22.00% | 24.00% |
Sales [Member] | Customers One [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 18.00% | 14.00% |
Sales [Member] | Customers Two [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 10.00% | |
Sales [Member] | Customers Three [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 10.00% | |
Accounts Receivable [Member] | Customers [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 14.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 128,176 | $ 30,000 |
Shareholder And Former Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from related party debt | $ 30,000 | |
Maturity date | Jan. 28, 2021 | |
Shareholder And Former Officer [Member] | Assumed Liabilities, Net [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 128,176 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Base Salary | $ 75,000 |
Elisa Luqman [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Base Salary | 150,000 |
Lawrence Schimmel [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Base Salary | 180,000 |
Dr Hosseinion [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Base Salary | 250,000 |
Mr Sternberg [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Base Salary | 250,000 |
Mr Bowen [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Base Salary | 150,000 |
Mr Barnett [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Base Salary | $ 250,000 |
Variable Interest Entities (V_3
Variable Interest Entities (VIEs) (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 6,011,442 | $ 26,931 |
Accounts receivable | 432,349 | 18,283 |
Prepaid expenses and other assets | 393,938 | 111,842 |
Total Current Assets | 11,607,729 | 157,056 |
Goodwill | 54,697,684 | 0 |
Right of use asset, net | 108,842 | 0 |
Total Assets | 83,271,518 | 169,857 |
Current Liabilities | ||
Accounts payable and accrued expenses | 3,330,337 | 695,424 |
Lease liability - current | 45,440 | |
Total Current Liabilities | 6,534,518 | 1,153,652 |
Long-term Liabilities | ||
Lease liability – long-term | 67,882 | 0 |
Total Liabilities | 9,331,900 | $ 1,303,652 |
A H P I P A [Member] | ||
Current Assets | ||
Cash and cash equivalents | 2,795,216 | |
Accounts receivable | 295,939 | |
Prepaid expenses and other assets | 71,840 | |
Total Current Assets | 3,162,995 | |
Goodwill | 31,733,526 | |
Right of use asset, net | 108,842 | |
Intangible assets, net | 6,685,414 | |
Total Other Assets | 38,527,782 | |
Total Assets | 41,690,777 | |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,425,112 | |
Lease liability - current | 45,440 | |
Total Current Liabilities | 2,470,552 | |
Long-term Liabilities | ||
Lease liability – long-term | 67,882 | |
Total Liabilities | $ 2,538,434 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 15, 2021 | Sep. 30, 2021 | Sep. 28, 2021 |
Subsequent Event [Line Items] | |||
Shares price | $ 1.75 | $ 1.25 | |
Stock Subscriptions Receivable | $ 4,770,000 | ||
Placement agent fees | $ 217,000 | ||
Noteholder [Member] | |||
Subsequent Event [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued | 1,241,072 | ||
Noteholder [Member] | Convertible Notes Payable [Member] | |||
Subsequent Event [Line Items] | |||
Converted debt | $ 670,000 | ||
Debt Conversion, Converted Instrument, Shares Issued | 432,257 | ||
Investor [Member] | |||
Subsequent Event [Line Items] | |||
Shares price | $ 1.75 | ||
Investor [Member] | Convertible Notes Payable [Member] | |||
Subsequent Event [Line Items] | |||
Shares price | $ 1.55 | ||
Noteholder 1 [Member] | |||
Subsequent Event [Line Items] | |||
Debt Conversion, Converted Instrument, Amount | $ 2,171,875 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Exchange shares | 759,036 |