Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | HealthLynked Corp | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 186,807,929 | |
Amendment Flag | false | |
Entity Central Index Key | 0001680139 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 000-55768 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 1,713,124 | $ 110,441 |
Marketable securities | 44,477 | |
Accounts receivable, net of allowance for doubtful accounts of $13,972 and $13,972 as of September 30, 2020 and December 31, 2019, respectively | 193,744 | 83,251 |
Inventory | 105,200 | 70,460 |
Prepaid expenses | 80,552 | 119,328 |
Deferred offering costs | 19,203 | |
Total Current Assets | 2,137,097 | 402,683 |
Property, plant and equipment, net of accumulated depreciation of $817,971 and $794,799 as of September 30, 2020 and December 31, 2019, respectively | 458,674 | 513,788 |
Goodwill and intangible assets, net of accumulated amortization of $12,064 and $5,908 as of September 30, 2020 and December 31, 2019, respectively | 2,585,330 | 1,336,958 |
ROU lease assets and deposits | 314,992 | 293,125 |
Total Assets | 5,496,093 | 2,546,554 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,362,516 | 836,465 |
Deferred revenue | 51,714 | |
Lease liability, current portion | 105,233 | 201,523 |
Due to related party, current portion | 300,600 | 493,457 |
Notes payable to related party, current portion | 743,955 | |
Government notes payable, current portion | 595,669 | |
Convertible notes payable, net of original issue discount and debt discount of $-0- and $777,668 as of September 30, 2020 and December 31, 2019, respectively | 1,153,279 | 1,542,036 |
Contingent acquisition consideration, current portion | 548,069 | 100,000 |
Derivative financial instruments | 991,288 | |
Total Current Liabilities | 4,117,080 | 4,908,724 |
Long-Term Liabilities | ||
Government notes payable, long term portion | 450,000 | |
Contingent acquisition consideration, long term portion | 378,528 | 400,000 |
Lease liability, long term portion | 198,667 | 80,510 |
Total Liabilities | 5,144,275 | 5,389,234 |
Shareholders’ Equity (Deficit) | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 166,827,824 and 109,894,490 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 16,683 | 10,990 |
Series B convertible preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 2,750,000 and -0- shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 2,750 | |
Common stock issuable, $0.0001 par value; 1,465,238 and 1,047,904 shares as of September 30, 2020 and December 31, 2019, respectively | 182,092 | 159,538 |
Additional paid-in capital | 20,012,306 | 13,016,446 |
Accumulated deficit | (19,862,013) | (16,029,654) |
Total Shareholders’ Equity (Deficit) | 351,818 | (2,842,680) |
Total Liabilities and Shareholders’ Equity (Deficit) | $ 5,496,093 | $ 2,546,554 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts receivable, net of allowance for doubtful accounts (in Dollars) | $ 13,972 | $ 13,972 |
Property, plant and equipment, net of accumulated depreciation (in Dollars) | 817,971 | 794,799 |
Goodwill and intangible assets, net of accumulated amortization (in Dollars) | 12,064 | 5,908 |
Convertible notes payable, net of original issue discount and debt discount (in Dollars) | $ 0 | $ 777,668 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 166,827,824 | 109,894,490 |
Common stock, shares outstanding | 166,827,824 | 109,894,490 |
Common stock issuable, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock issuable, shares | 1,465,238 | 1,047,904 |
Series B convertible preferred stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 2,750,000 | 0 |
Preferred stock, shares outstanding | 2,750,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | ||||
Patient service revenue, net | $ 1,054,806 | $ 1,172,561 | $ 3,502,836 | $ 2,845,941 |
Medicare shared savings revenue | 767,744 | 767,744 | ||
Consulting revenue | 217,605 | 268,025 | ||
Total revenue | 2,040,155 | 1,172,561 | 4,538,605 | 2,845,941 |
Operating Expenses | ||||
Practice salaries and benefits | 590,690 | 708,571 | 1,910,897 | 1,762,662 |
Other practice operating expenses | 548,667 | 521,341 | 1,633,380 | 1,287,432 |
Medicare shared savings expenses | 759,848 | 824,084 | ||
General and administrative | 958,874 | 733,360 | 2,116,159 | 2,084,630 |
Depreciation and amortization | 25,151 | 24,980 | 74,811 | 48,345 |
Total Operating Expenses | 2,883,230 | 1,988,252 | 6,559,331 | 5,183,069 |
Loss from operations | (843,075) | (815,691) | (2,020,726) | (2,337,128) |
Other Income (Expenses) | ||||
Loss on sales of marketable securities | (281,606) | (281,606) | ||
Gain (loss) on extinguishment of debt | (450,999) | 4,904 | (1,347,371) | (62,459) |
Change in fair value of debt | (79,062) | (28,885) | (198,764) | (88,991) |
Financing cost | (12,009) | (133,244) | ||
Amortization of original issue and debt discounts on notes payable and convertible notes | (65,816) | (362,728) | (530,930) | (841,725) |
Change in fair value of derivative financial instruments | 12,802 | 158,691 | 739,485 | 574,205 |
Change in fair value of contingent acquisition consideration | 45,996 | 687 | ||
Interest expense | (72,535) | (69,562) | (193,134) | (176,229) |
Total other expenses | (891,220) | (309,589) | (1,811,633) | (728,443) |
Net loss before provision for income taxes | (1,734,295) | (1,125,280) | (3,832,359) | (3,065,571) |
Provision for income taxes | ||||
Net loss | (1,734,295) | (1,125,280) | (3,832,359) | (3,065,571) |
Deemed dividend - amortization of beneficial conversion feature | (63,862) | (63,862) | ||
Net loss to common stockholders | $ (1,798,157) | $ (1,125,280) | $ (3,896,221) | $ (3,065,571) |
Basic (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Fully diluted (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Basic (in Shares) | 147,366,619 | 102,644,860 | 129,234,540 | 96,603,087 |
Fully diluted (in Shares) | 147,366,619 | 102,644,860 | 129,234,540 | 96,603,087 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders’ Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Preferred Stock | Common Stock Issuable | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at at Dec. 31, 2018 | $ 8,518 | $ 26,137 | $ 7,531,553 | $ (10,501,055) | $ (2,934,847) | |
Balance at (in Shares) at Dec. 31, 2018 | 85,178,902 | |||||
Sale of common stock | $ 326 | 693,832 | 694,158 | |||
Sale of common stock (in Shares) | 3,261,978 | |||||
Fair value of warrants allocated to proceeds of common stock | 139,068 | 139,068 | ||||
Shares issued with convertible notes payable | $ 3 | 4,673 | 4,676 | |||
Shares issued with convertible notes payable (in Shares) | 28,000 | |||||
Fair value of warrants issued for professional services | 54,257 | 54,257 | ||||
Conversion of convertible notes payable to common stock | $ 251 | 534,980 | 535,231 | |||
Conversion of convertible notes payable to common stock (in Shares) | 2,512,821 | |||||
Consultant fees payable with common shares and warrants | $ 27 | 19,960 | 6,850 | 26,837 | ||
Consultant fees payable with common shares and warrants (in Shares) | 270,000 | |||||
Shares and options issued pursuant to employee equity incentive plan | $ 12 | 61,223 | 61,235 | |||
Shares and options issued pursuant to employee equity incentive plan (in Shares) | 113,750 | |||||
Exercise of stock warrants | $ 210 | (210) | ||||
Exercise of stock warrants (in Shares) | 2,098,427 | |||||
Exercise of stock options | $ 11 | (11) | ||||
Exercise of stock options (in Shares) | 113,141 | |||||
Net loss | (1,060,717) | (1,060,717) | ||||
Balance at at Mar. 31, 2019 | $ 9,358 | 46,097 | 9,026,215 | (11,561,772) | (2,480,102) | |
Balance at (in Shares) at Mar. 31, 2019 | 93,577,019 | |||||
Acquisition of Hughes Center for Functional Medicine | $ 397 | 999,603 | 1,000,000 | |||
Acquisition of Hughes Center for Functional Medicine (in Shares) | 3,968,254 | |||||
Fair value of warrants allocated to proceeds of convertible notes payable | 225,323 | 225,323 | ||||
Sale of common stock | $ 57 | 34,418 | 110,989 | 145,464 | ||
Sale of common stock (in Shares) | 567,953 | |||||
Fair value of warrants allocated to proceeds of common stock | 15,582 | 15,582 | ||||
Shares issued with convertible notes payable | $ 5 | 12,495 | 12,500 | |||
Shares issued with convertible notes payable (in Shares) | 50,000 | |||||
Fair value of warrants issued for professional services | ||||||
Conversion of convertible notes payable to common stock | $ 74 | 138,688 | 138,762 | |||
Conversion of convertible notes payable to common stock (in Shares) | 740,002 | |||||
Consultant fees payable with common shares and warrants | $ 3 | 24,833 | 39,510 | 64,346 | ||
Consultant fees payable with common shares and warrants (in Shares) | 30,000 | |||||
Shares and options issued pursuant to employee equity incentive plan | $ 13 | 59,384 | 59,397 | |||
Shares and options issued pursuant to employee equity incentive plan (in Shares) | 135,313 | |||||
Exercise of stock warrants | $ 200 | 200 | ||||
Exercise of stock warrants (in Shares) | 2,000,000 | |||||
Net loss | (879,574) | (879,574) | ||||
Balance at at Jun. 30, 2019 | $ 10,107 | 105,348 | 10,627,789 | (12,441,346) | (1,698,102) | |
Balance at (in Shares) at Jun. 30, 2019 | 101,068,541 | |||||
Sale of common stock | $ 183 | (9,418) | 255,579 | 246,344 | ||
Sale of common stock (in Shares) | 1,827,182 | |||||
Repurchase of treasury stock | (1,200) | (1,200) | ||||
Shares issued with convertible notes payable | $ 3 | 6,939 | 6,942 | |||
Shares issued with convertible notes payable (in Shares) | 32,500 | |||||
Conversion of convertible notes payable to common stock | $ 33 | 63,626 | 63,659 | |||
Conversion of convertible notes payable to common stock (in Shares) | 330,892 | |||||
Consultant fees payable with common shares and warrants | $ 23 | 20,873 | 46,091 | 66,987 | ||
Consultant fees payable with common shares and warrants (in Shares) | 230,000 | |||||
Shares and options issued pursuant to employee equity incentive plan | $ 10 | 34,540 | 34,550 | |||
Shares and options issued pursuant to employee equity incentive plan (in Shares) | 100,000 | |||||
Net loss | (1,125,280) | (1,125,280) | ||||
Balance at at Sep. 30, 2019 | $ 10,359 | 116,803 | 11,033,364 | (13,566,626) | (2,406,100) | |
Balance at (in Shares) at Sep. 30, 2019 | 103,589,115 | |||||
Balance at at Dec. 31, 2019 | $ 10,990 | 159,538 | 13,016,446 | (16,029,654) | (2,842,680) | |
Balance at (in Shares) at Dec. 31, 2019 | 109,894,490 | |||||
Sale of common stock | $ 419 | (59,000) | 407,181 | 348,600 | ||
Sale of common stock (in Shares) | 4,187,566 | |||||
Fair value of warrants allocated to proceeds of common stock | 88,833 | 88,833 | ||||
Conversion of convertible notes payable to common stock | $ 467 | 51,652 | 600,441 | 652,560 | ||
Conversion of convertible notes payable to common stock (in Shares) | 4,672,612 | |||||
Consultant and director fees payable with common shares and warrants | 60,212 | 6,666 | 66,878 | |||
Shares and options issued pursuant to employee equity incentive plan | $ 13 | (7,161) | 45,724 | 38,576 | ||
Shares and options issued pursuant to employee equity incentive plan (in Shares) | 132,500 | |||||
Net loss | (580,216) | (580,216) | ||||
Balance at at Mar. 31, 2020 | $ 11,889 | 205,241 | 14,165,291 | (16,609,870) | (2,227,449) | |
Balance at (in Shares) at Mar. 31, 2020 | 118,887,168 | |||||
Balance at at Dec. 31, 2019 | $ 10,990 | 159,538 | 13,016,446 | (16,029,654) | (2,842,680) | |
Balance at (in Shares) at Dec. 31, 2019 | 109,894,490 | |||||
Balance at at Sep. 30, 2020 | $ 16,683 | $ 2,750 | 182,092 | 20,012,306 | (19,862,013) | 351,818 |
Balance at (in Shares) at Sep. 30, 2020 | 166,827,824 | 2,750,000 | ||||
Balance at at Mar. 31, 2020 | $ 11,889 | 205,241 | 14,165,291 | (16,609,870) | (2,227,449) | |
Balance at (in Shares) at Mar. 31, 2020 | 118,887,168 | |||||
Acquisition of Cura Health Management LLC | $ 224 | 201,451 | 201,675 | |||
Acquisition of Cura Health Management LLC (in Shares) | 2,240,838 | |||||
Sale of common stock | $ 318 | 24,651 | 228,808 | 253,777 | ||
Sale of common stock (in Shares) | 3,180,312 | |||||
Fair value of warrants allocated to proceeds of common stock | 33,482 | 33,482 | ||||
Conversion of convertible notes payable to common stock | $ 667 | (51,652) | 584,268 | 533,283 | ||
Conversion of convertible notes payable to common stock (in Shares) | 6,669,320 | |||||
Consultant and director fees payable with common shares and warrants | $ 11 | 34,705 | 8,989 | 43,705 | ||
Consultant and director fees payable with common shares and warrants (in Shares) | 111,110 | |||||
Shares and options issued pursuant to employee equity incentive plan | $ 16 | 39,397 | 39,413 | |||
Shares and options issued pursuant to employee equity incentive plan (in Shares) | 163,027 | |||||
Net loss | (1,517,848) | (1,517,848) | ||||
Balance at at Jun. 30, 2020 | $ 13,125 | 212,945 | 15,261,686 | (18,127,718) | (2,639,962) | |
Balance at (in Shares) at Jun. 30, 2020 | 131,251,775 | |||||
Contingent acquisition consideration issued | $ 184 | 292,599 | 292,783 | |||
Contingent acquisition consideration issued (in Shares) | 1,835,626 | |||||
Sale of common and preferred stock in exchange for marketable securities | $ 2,452 | $ 2,750 | 3,061,687 | 3,066,889 | ||
Sale of common and preferred stock in exchange for marketable securities (in Shares) | 24,522,727 | 2,750,000 | ||||
Gain on extinguishment of related party debt allocated to additional paid in capital | 283,862 | 283,862 | ||||
Sale of common stock | $ 483 | (23,901) | 340,582 | 317,164 | ||
Sale of common stock (in Shares) | 4,829,289 | |||||
Fair value of warrants allocated to proceeds of common stock | 57,444 | 57,444 | ||||
Conversion of convertible notes payable to common stock | $ 286 | 479,387 | 479,673 | |||
Conversion of convertible notes payable to common stock (in Shares) | 2,855,191 | |||||
Consultant and director fees payable with common shares and warrants | $ 100 | (6,952) | 136,611 | 129,759 | ||
Consultant and director fees payable with common shares and warrants (in Shares) | 1,003,751 | |||||
Shares and options issued pursuant to employee equity incentive plan | $ 53 | 98,448 | 98,501 | |||
Shares and options issued pursuant to employee equity incentive plan (in Shares) | 529,465 | |||||
Net loss | (1,734,295) | (1,734,295) | ||||
Balance at at Sep. 30, 2020 | $ 16,683 | $ 2,750 | $ 182,092 | $ 20,012,306 | $ (19,862,013) | $ 351,818 |
Balance at (in Shares) at Sep. 30, 2020 | 166,827,824 | 2,750,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,832,359) | $ (3,065,571) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 74,811 | 48,345 |
Stock based compensation, including amortization of prepaid fees | 436,038 | 431,626 |
Amortization of original issue discount and debt discount on convertible notes | 530,930 | 841,725 |
Loss on sales of marketable securities | 281,606 | |
Financing cost | 133,244 | |
Change in fair value of derivative financial instruments | (739,485) | (574,205) |
Loss on extinguishment of debt | 1,347,371 | 62,459 |
Change in fair value of debt | 198,764 | 88,991 |
Change in fair value of contingent acquisition consideration | (687) | |
Amortization of lease assets | 200,372 | 206,485 |
Accounts receivable | (20,297) | (5,044) |
Inventory | (34,740) | (33,841) |
Prepaid expenses and deposits | 51,575 | (33,110) |
Accounts payable and accrued expenses | 615,434 | 322,254 |
Lease liability | (197,877) | (201,544) |
Due to related party, current portion | 46,370 | 49,252 |
Deferred revenue | (52,321) | |
Net cash used in operating activities | (1,094,495) | (1,728,934) |
Cash Flows from Investing Activities | ||
Proceeds from sale of marketable securities | 2,740,806 | |
Acquisition, net of cash acquired | (164,005) | (465,000) |
Payment of contingent acquisition consideration | (137,390) | |
Acquisition of property and equipment | (13,541) | (10,056) |
Net cash provided by (used in) investing activities | 2,425,870 | (475,056) |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 1,099,300 | 1,240,616 |
Proceeds from exercise of warrants | 200 | |
Proceeds from issuance of convertible notes | 827,500 | 1,540,000 |
Repayment of convertible notes | (1,882,405) | (608,992) |
Proceeds from related party loans | 149,000 | |
Repayment of related party loans | (967,756) | |
Proceeds from government loans | 1,045,669 | |
Repurchase and retirement of treasury stock | (1,200) | |
Net cash provided by financing activities | 271,308 | 2,170,624 |
Net increase (decrease) increase in cash | 1,602,683 | (33,366) |
Cash, beginning of period | 110,441 | 135,778 |
Cash, end of period | 1,713,124 | 102,412 |
Cash paid during the period for interest | 202,768 | 23,573 |
Cash paid during the period for income tax | ||
Schedule of non-cash investing and financing activities: | ||
Initial derivative liability and fair value of beneficial conversion feature and original issue discount allocated to proceeds of variable convertible notes payable | 211,497 | 1,276,703 |
Common stock issuable issued during period | 66,161 | 35 |
Fair value of warrants issued for professional service | 54,257 | |
Conversion of convertible note payable to common shares | 1,665,516 | 737,652 |
Fair value of common shares issued with convertible notes payable | 24,118 | |
Cashless exercise of options and warrants | 221 | |
Adoption of lease obligation and ROU asset | 219,744 | 560,050 |
Fair value of shares issued as acquisition consideration | 201,675 | 1,000,000 |
Fair value of contingent acquisition consideration liability recorded at acquisition date | 1,057,785 | 500,000 |
Derivative liabilities written off with repayment of convertible notes payable | 328,000 | 390,434 |
Derivative liabilities written off with conversion of convertible notes payable | 135,300 | |
Fair value of shares issued as contingent acquisition consideration | 292,783 | |
Reduction in contingent acquisition consideration | 200,328 | |
Fair value of marketable securities received as consideration for sale of common and preferred shares | 3,006,889 | |
Fair value of warrants allocated to proceeds of fixed convertible notes payable | $ 225,323 | |
Gain on extinguishment of related party debt allocated to additional paid in capital | $ 283,862 |
Business and Business Presentat
Business and Business Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
BUSINESS AND BUSINESS PRESENTATION | NOTE 1 - BUSINESS AND BUSINESS PRESENTATION HealthLynked Corp. (the “Company”) was incorporated in the State of Nevada on August 4, 2014. On September 2, 2014, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada setting the total number of authorized shares at 250,000,000 shares, which included up to 230,000,000 shares of common stock and 20,000,000 shares of “blank check” preferred stock. On February 5, 2018, the Company filed an Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock to 500,000,000 shares. As of September 30, 2020, the Company operated in three distinct divisions: the Health Services Division, the Digital Healthcare Division the ACO/MSO (Accountable Care Organization / Managed Service Organization) Division. The Health Services division is comprised of the operations of (i) Naples Women’s Center (“NWC”), a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology) and General Practice, (ii) Naples Center for Functional Medicine (“NCFM”), a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care, and (iii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, FL opened in January 2020 that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery. The Digital Healthcare division develops and plans to operate an online personal medical information and record archive system, the “HealthLynked Network,” which will enable patients and doctors to keep track of medical information via the Internet in a cloud-based system. The ACO/MSO Division is comprised of the business acquired of Cura Health Management LLC (“CHM”) and its subsidiary ACO Health Partners LLC (“AHP”), which were acquired by the Company on May 18, 2020. CHM and AHP operate an Accountable Care Organization (“ACO”) and Managed Service Organization (“MSO”) that assists physician practices in providing coordinated and more efficient care to patients via the Medicare Shared Savings Program (“MSSP”) as administered by the Centers for Medicare and Medicaid Services (the “CMS”), which rewards providers for efficiency in patient care. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2019 and 2018, respectively, which are included in the Company’s Form 10-K, filed with the United States Securities and Exchange Commission on March 30, 2020. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of results for the entire year ending December 31, 2020. On a consolidated basis, the Company’s operations are comprised of the parent company, HealthLynked Corp. and its five subsidiaries: NWC, NCFM, BTG, CHM and AHP. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows: Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed assets. Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”) using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption “Leases” in this Note 2 and in Note 9 for more detail on the Company’s accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures. Revenue Recognition Patient service revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arr angements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. Medicare Shared Savings Revenue The Company earns Medicare shared savings revenue based on performance of the population of patient lives for which it is accountable as an ACO against benchmarks established by the MSSP. Because the MSSP, which was formed in 2012, is relatively new and has limited historical experience, the Company cannot accurately predict the amount of shared savings that will be determined by CMS. Such amounts are determined annually when the Company is notified by CMS of the amount of shared savings earned. Accordingly, the Company recognizes Medicare shared savings revenue in the period in which the CMS notifies the Company of the exact amount of shared savings to be paid, which historically has occurred during the three-month period ended September 30 for the program year ended December 31 of the previous year. The Company was notified of the amount of Medicare shared savings and received payment for such savings in September 2020. Accordingly, the Company recognized Medicare shared savings revenue of $767,744 in the three and nine months ended September 30, 2020. Based on the ACO operating agreements, the Company bears all costs of the ACO operations until revenue is recognized. At that point, the Company shares in up to 100% of the revenue to recover its costs incurred. Consulting Revenue Also pursuant to ASC 606, the Company recognizes service revenue as services are provided, with any unearned but paid amounts recorded a deferred revenue liability at each balance sheet date. Deferred Revenue The Company’s deferred revenue liability balance was $51,714 and $-0- as of September 30, 2020 and December 31, 2019. Provider shared savings expense Provider shared savings expense represents payments made to the ACO’s participating providers. The pool of provider shared savings expense paid to all participating providers, as well as the amounts paid to each individual participating provider from the pool, is determined by ACO management. Shared Savings expense is recognized in the period in which the size of the payment pool is determined, which typically corresponds the period in which the shared saving payment is received from CMS and shared savings revenue is recognized. This typically occurs in the second half of the year following the completion of the program year. The Company was notified of the amount of Medicare shared savings and received payment for such savings in September 2020 totaling $767,744, of which $388,884 had been determined to provider shared savings expense that will be paid to the providers in the fourth quarter of 2020. This amount was recognized as provider shared savings expense and accrued as of September 30, 2020. Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts receivable are recorded at this net amount. As of and September 30, 2020 and December 31, 2019, the Company’s gross patient services accounts receivable were $190,492 and $188,503, respectively, and net patient services accounts receivable were $97,819 and $97,223, respectively, based upon net reporting of accounts receivable. As of September 30, 2020 and December 31, 2019, the Company’s allowance of doubtful accounts was $13,972 and $13,972, respectively. The Company also had $109,897 accounts receivable related to amounts billed under consulting contracts. Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company adopted ASU 2016-02 in the first quarter of 2019. See Note 9 for more complete details on balances as of the reporting periods presented herein. The adoption had no material impact on cash provided by or used in operating, investing or financing activities on the Company’s unaudited condensed consolidated statements of cash flows. Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three or nine months ended September 30, 2020 or 2019. Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of or for the periods ended September 30, 2020 or 2019. Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.” Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ; ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Prior to January 1, 2020, the Company utilized the closed-form Black-Scholes option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. Effective January 1, 2020, the Company changed to a binomial lattice option pricing model. The Company believes that the binomial lattice model results in a better estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fair value these instruments and, unlike the Black-Scholes model, also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments. Stock-Based Compensation The Company accounts for stock-based compensation to employees and nonemployees under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. In prior periods, the Company used the Black-Scholes pricing model. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three and nine months ended September 30, 2020 or 2019, since the Company has sustained a loss for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Deemed dividend The Company incurs a deemed dividend on Series B Convertible Preferred Voting Stock (the “Series B Preferred”). As the intrinsic price per share of the Series B Preferred was less than the deemed fair value of the Company’s common stock on the date of issuance of the Series B Preferred, the Series B Preferred contains a beneficial conversion feature as described in FASB ASC 470-20, “Debt with Conversion and Other Options.” The difference in the stated conversion price and estimated fair value of the common stock is accounted for as a beneficial conversion feature and affects income or loss available to common stockholders for purposes of earnings per share available to common stockholders. Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and nine months ended September 30, 2020 and 2019, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of September 30, 2020 and December 31, 2019, potentially dilutive securities were comprised of (i) 50,470,118 and 47,056,293 warrants outstanding, respectively, (ii) 3,249,250 and 3,269,250 stock options outstanding, respectively, (iii) 10,298,333 and 23,210,423 shares issuable upon conversion of convertible notes, respectively, (iv) 300,000 and 332,500 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, and (v) up to 13,750,000 shares of common stock issuable upon conversion of Series B Preferred. Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. In prior periods, the Company used the Black-Scholes pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 15, Shareholders’ Equity (Deficit) Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has three operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice, the NCFM practice acquired in April 2019 and the BTG physical therapy practice launched in 2020), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), and ACO/MSO (comprised of the ACO/MSO business acquired with CHM in May 2020, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP). Recent Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”) using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption “Leases” in this Note 2 and in Note 9 for more detail on the Company’s accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASC Update No 2018-02 (Topic 220) Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated other comprehensive income (“AOCI”) resulting from the enactment of the Tax Cuts and Jobs Act (“TCJA”). The updated guidance is effective for interim and annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. In July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance with effective dates for annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The adoptio |
Going Concern Matters and Liqui
Going Concern Matters and Liquidity | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN MATTERS AND LIQUIDITY | NOTE 3 – GOING CONCERN MATTERS AND LIQUIDITY As of September 30, 2020, the Company had a working capital deficit of $1,979,983 and accumulated deficit $19,862,013. For the nine months ended September 30, 2020, the Company had a net loss of $3,896,221 and net cash used by operating activities of $1,094,495. Net cash provided by investing activities was $2,425,870, including $2,740,806 received from the sale of marketable securities received in an August 2020 financing transaction. Net cash provided by financing activities was $271,308, resulting principally from $1,045,669 proceeds from loans and grants issued by the federal government under the Payroll Protection Act, $827,500 net proceeds from the issuance of convertible notes, and $149,000 proceeds from the issuance of related party loans. The Company also repaid $1,882,405 of convertible notes and $967,756 of related party loans during 2020. The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital funds through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. A novel strain of coronavirus, COVID-19, that was first identified in China in December 2019, has surfaced in several regions across the world and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. The further spread of COVID-19, and the requirement to take action to limit the spread of the illness, may impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business and financial condition, including our potential to conduct financings on terms acceptable to us, if at all. The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. The Company intends that the cost of completing intended acquisitions, implementing its development and sales efforts related to the HealthLynked Network, maintaining existing and expanding overhead and administrative costs, and repaying its outstanding convertible notes, which have an aggregate face value of $1,038,500 as of September 30, 2020, will be financed from (i) anticipated profits generated by NCFM, CHM and AHP, and MOD, which was acquired in October 2020, and (ii) outside funding sources, including the put rights associated with the Investment Agreement entered into in July of 2016 (the “Investment Agreement”), sales of common stock, government loans and issuance of additional convertible notes. In May 2020, the Investment Agreement, which was scheduled to expire on May 15, 2020, was extended an additional two years to May 15, 2022. No assurances can be given that the Company will be able to access sufficient outside capital in a timely fashion in order to repay the convertible notes before they mature. If necessary funds are not available, the Company’s business and operations would be materially adversely affected and in such event, the Company would attempt to reduce costs and adjust its business plan. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 4 – MARKETABLE SECURITIES On August 20, 2020, the Company entered into a contribution agreement (the “Contribution Agreement”) with Michael T. Dent, Trustee of the Mary S. Dent Gifting Trust dated January 31, 2006 (the “Gifting Trust”), Michael Thomas Dent, Trustee under the Michael Thomas Dent Declaration of Trust dated March 23, 1998, as amended (the “MTD Trust” and together with the Gifting Trust, the “Trusts”), and Michael T. Dent, the Chief Executive Officer and Chairman of the board of directors of the Company. Pursuant to the Contribution Agreement, the Trusts contributed an aggregate of 76,026 freely trading shares of common stock of NeoGenomics, Inc. (“NEO” and the “NEO Shares”) (NASD:NEO) with a fair value of $3,006,889 to the Company. In consideration for the foregoing, the Company issued the Trusts an aggregate of 2,750,000 shares of the Company’s newly designated Series B Preferred stock and an aggregate of 24,522,727 shares of the Company’s common stock (collectively, the “August 2020 Equity Transaction”). During the three and nine months ended September 30, 2020, the Company sold 74,900 of the NEO Shares and received proceeds of $2,740,806, realizing losses of $281,606. As of September 30, 2020, the Company held 1,126 NEO Shares with a fair value of $44,477. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 5 – ACQUISITIONS Hughes Center for Functional Medicine – April 2019 On April 12, 2019, the Company acquired a 100% interest in Hughes Center for Functional Medicine (“HCFM”), a medical practice engaged in improving the health of its patients through individualized and integrative health care. Under the terms of acquisition, the Company paid HCFM shareholders $500,000 in cash, issued 3,968,254 shares of the Company’s common stock and agreed to an earn-out provision of $500,000 that may be earned based on the performance of HCFM in the years ended on the first, second and third anniversary dates of the acquisition closing. The total consideration fair value represents a transaction value of $1,799,672. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”). Following the acquisition, HCFM was rebranded as NCFM and was combined with NWC to form the Company’s Health Services segment. As a result of the acquisition, the Company is expected to be a leading provider of Functional Medicine in Southwest Florida. The Company also expects to reduce costs in its Health Services segment through economies of scale. The following table summarizes the fair value of consideration paid for HCFM: Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Contingent acquisition consideration subject to earn-out 299,672 Fair Value of Total Consideration $ 1,799,672 The fair value of the 3,968,254 common shares issued as part of the acquisition consideration was determined using the intraday volume weighted average price of the Company’s common shares on the acquisition date. The terms of the earn out require the Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date. The fair value of the contingent acquisition consideration related to the future earn-out payments was calculated using a probability-weighted discounted cash flow projection. The fair value of the contingent acquisition consideration is remeasured at the end of each reporting period and changes are included in the statement of operations under the caption “Change in fair value of contingent acquisition consideration.” During the three months ended September 30, 2020 and 2019, the Company recognized losses on the change in the fair value of contingent acquisition consideration related to the HCFM acquisition of $1,185 and $-0-, respectively. During the nine months ended September 30, 2020 and 2019, the Company recognized losses on the change in the fair value of contingent acquisition consideration of $12,512 and $-0-, respectively. During the nine months ended September 30, 2020, the Company paid the seller $47,000 in satisfaction of the first year of earn-out. The following table summarizes the estimated fair values of the assets acquired at the acquisition date. There were no liabilities assumed in the acquisition of HCFM. Cash $ 35,000 Hyperbaric Chambers 452,289 Medical Equipment 29,940 Computer Equipment/Software 19,739 Office Furniture & Equipment 23,052 Inventory 72,114 Leasehold Improvements 25,000 Website 41,000 Patient Management Platform Database 1,101,538 Fair Value of Identifiable Assets Acquired $ 1,799,672 The fair value of the website of $41,000 was determined based upon the cost to reconstruct and put into use applying current market rates. The fair value of the Patient Management Platform Database of $1,101,538 was estimated by applying the income approach. Under the income approach, the expected future cash flows generated by the Patient Management Platform Database are estimated and discounted to their net present value at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow. The Company finalized the purchase price allocation in March 2020 and determined that no goodwill was included in the acquisition. Cura Health Management LLC – May 2020 On May 18, 2020, the Company acquired a 100% interest in Cura Health Management LLC (“CHM”) and its wholly owned subsidiary ACO Health Partners, LLC (“AHP”). CHM and AHP assist physician practices in providing coordinated and more efficient care to patients via the MSSP. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”). Following the acquisition, the business of CHM will comprise the Company’s ACO/MSO Division. Under the terms of acquisition, the Company paid CHM shareholders the following consideration: (i) $214,000 in cash paid at closing, (ii) 2,240,838 shares of HealthLynked common stock issued at closing, (iii) up to $223,500 additional cash and $660,000 in additional shares of HealthLynked common payable at the time CHM receives the final assessment of the calculation of MSSP savings for the 2019 program year, with this amount prorated based on a target MSSP payment (plus other ancillary revenue) of $1,725,000, and (iv) up to $437,500 based on the business achieving annual revenue of $2,250,000 and annual profit of $500,000 in each of the four years following closing. The total consideration fair value represents a transaction value of $1,473,460. The following table summarizes the fair value of consideration paid: Cash paid at closing $ 214,000 Shares issued at closing 201,675 Cash and shares contingent upon 2019 program year MSSP payment target 778,192 Cash contingent upon four-year earn-out 279,593 $ 1,473,460 The fair value of the 2,240,838 common shares issued at closing was determined using the intraday average high and low trading price of the Company’s common shares on the acquisition date. The terms of the earn out require the Company to pay the former owners of CHM (i) up to $223,500 additional cash and to $660,000 of additional shares of Company common stock when CHM receives the final assessment of the calculation of 2019 plan year MSSP revenue (the “Current Earnout”), and (ii) up to $62,500, $125,000, $125,000 and $125,000 on the first, second, third and fourth anniversary, respectively, based on achievement by the underlying business of revenue of at least $2,250,000 (50% weighting) and profit of at least $500,000 (50% weighting) in the year preceding each anniversary date (the “Future Earnout”). During September 2020, pursuant to a Second Amendment to the Agreement and Plan of Merger and in satisfaction of the Current Earnout, the Company paid $90,389 cash, issued 1,835,625 shares and agreed that the balance of the Current Earnout that was not earned in 2020, being $124,043 cash and $366,300 in shares of Company common stock, would be deferred until the first future earnout year in which MSSP revenue exceeds $1.725 million and revenue from other services exceeds $605,000. The fair value of the contingent acquisition consideration related to both the Current Earnout and the Future Earnout were calculated using a probability-weighted discounted cash flow projection. The fair value of the contingent acquisition consideration is remeasured at the end of each reporting period and changes are included in the statement of operations under the caption “Change in fair value of contingent acquisition consideration.” During the three months ended September 30, 2020 and 2019, the Company recognized gains on the change in the fair value of contingent acquisition consideration related to the CHM acquisition of $47,181 and $-0-, respectively. During the nine months ended September 30, 2020 and 2019, the Company recognized gains on the change in the fair value of contingent acquisition consideration related to the CHM acquisition of $13,200 and $-0-, respectively. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Cash $ 49,995 Accounts receivable 90,197 Prepayments 15,294 ACO physician contracts 1,073,000 Goodwill 381,856 Accounts payable (32,846 ) Deferred revenue (104,034 ) Fair Value of Identifiable Assets Acquired and Liabilities Assumed $ 1,473,460 The fair value of the ACO Physician Contracts of $1,073,000 was estimated by applying the income approach. Under the income approach, the expected future cash flows generated by the ACO Physician Contracts are estimated and discounted to their net present value at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 24.24% (ii) sustainable growth of 5.00% and (iii) a benefit stream using EBITDA cash flow. Goodwill of $381,856 arising from the acquisition consists of value associated with the legacy name. None of the goodwill recognized is expected to be deductible for income tax purposes. Pro Forma Financial Information The following represents the pro forma consolidated income statement as if HCFM and CHM had been included in the consolidated results of the Company for the entire nine-month period ending September 30, 2020 and 2019: Nine Months Ended 2020 2019 Revenue $ 4,740,283 $ 3,741,591 Net loss $ (3,846,293 ) $ (2,994,648 ) These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of HCFM and CHM to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2020 and 2019, respectively. |
Deferred Offering Costs and Pre
Deferred Offering Costs and Prepaid Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Offering Costs And Prepaid Expense [Abstract] | |
DEFERRED OFFERING COSTS AND PREPAID EXPENSES | NOTE 6 – DEFERRED OFFERING COSTS AND PREPAID EXPENSES On March 22, 2017, the Company granted to the Investor warrants to purchase 4,000,000 shares at $0.25 per share, 2,000,000 shares at $0.50 per share and 1,000,000 shares at $1.00 per share. On June 7, 2017, the Company also granted warrants to purchase 200,000 shares at $0.25 per share, 100,000 shares at $0.50 per share and 50,000 shares at $1.00 per share to an advisor as a fee in connection with the Investment Agreement. The aggregate fair value of these warrants totaling $153,625 was recorded as a deferred offering cost and is being amortized over the initial period during which the Company was able access the financing, which began on May 15, 2017 and ended on May 15, 2020. The Company recognized general and administrative expense related to the cost of the warrants of $-0- and $12,802 in the three months ended September 30, 2020 and 2019, respectively, and $19,203 and $38,46 in the nine months ended September 30, 2020 and 2019, respectively. On December 6, 2018, the Company granted three-year warrants to purchase 240,000 shares at an exercise price of $0.20 per share to two advisors for services to be provided over a three-month period. The fair value of the warrants of $35,462 was amortized over a three-month service period. During the three months ended September 30, 2020 and 2019, the Company recognized $-0- and $25,611, respectively, to general and administrative expense related to the warrants. The Company recognized general and administrative expense related to the warrants of $-0- and $-0- in the three months ended September 30, 2020 and 2019, respectively, and $-0- and $25,611 in the nine months ended September 30, 2020 and 2019, respectively. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 7 – PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at September 30, 2020 and December 31, 2019 are as follows: September 30, December 31, 2020 2019 Capital lease equipment $ --- $ 251,752 Medical equipment 484,126 482,229 Furniture, telephone and office equipment 792,519 529,123 Total property, plant and equipment 1,276,645 1,263,104 Less: accumulated depreciation (817,971 ) (749,316 ) Property, plant and equipment, net $ 458,674 $ 513,788 Depreciation expense during the three months ended September 30, 2020 and 2019 was $23,083 and $22,913, respectively. Depreciation expense during the nine months ended September 30, 2020 and 2019 was $68,655 and $44,503, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8 – INTANGIBLE ASSETS Intangible assets at September 30, 2020 and December 31, 2019 are as follows: September 30, December 31, 2020 2019 NCFM: Medical database $ 1,101,538 $ 1,230,000 NCFM: Website 41,000 41,000 CHM: ACO physician contracts 1,073,000 --- Goodwill 381,856 71,866 Total intangible assets 2,597,394 1,342,866 Less: accumulated amortization (12,064 ) (5,908 ) Intangible assets, net $ 2,585,330 $ 1,336,958 Goodwill and intangible assets arose from the acquisitions of NCFM in April 2019 and CHM in May 2020. The NCFM medical database is assumed to have an indefinite life and is not amortized and the website is being amortized on a straight-line basis over its estimated useful life of five years. The CHM ACO physician contracts are assumed to have an indefinite life and are not amortized. Goodwill represents the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisition of CHM. Amortization expense in the three months ended September 30, 2020 and 2019 was $2,067 and $2,067, respectively. Amortization expense in the nine months ended September 30, 2020 and 2019 was $6,156 and $3,842, respectively. No impairment charges were recognized related to goodwill and intangible assets in the three or nine months ended September 30, 2020 or 2019. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 9 – LEASES The Company has three operating leases for office space related to its NWC, NCFM and BTG practices that expire in July 2023, May 2022, and March 2023, respectively. As of September 30, 2020, the Company’s weighted-average remaining lease term relating to its operating leases was 2.4 years, with a weighted-average discount rate of 33.89%. The Company was also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 that expired in March 2020. The table below summarizes the Company’s lease-related assets and liabilities as of September 30, 2020 and December 31, 2019: As of September 30, 2020 As of December 31, 2019 Operating Financing Total Operating Financing Total Leases Leases Leases Leases Leases Leases Lease assets $ 297,050 $ --- $ 297,050 $ 273,196 $ 4,482 $ 277,678 Lease liabilities Lease liabilities (short term) $ 105,233 $ --- $ 105,233 $ 197,041 $ 4,482 $ 201,523 Lease liabilities (long term) 198,667 --- 198,667 80,510 --- 80,510 Total lease liabilities $ 303,900 $ --- $ 303,900 $ 277,551 $ 4,482 $ 282,033 Lease expense in the three and nine months ended September 30, 2020 and 2019 was as follow: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Operating leases $ 61,526 $ 85,573 $ 242,891 $ 239,974 Financing leases --- 4,587 4,587 13,761 Total lease expense $ 61,526 $ 90,160 $ 247,478 $ 253,735 Maturities of operating and capital lease liabilities were as follows as of September 30, 2020: Operating Capital Total Leases Leases Commitments 2020 $ 50,882 $ --- $ 50,882 2021 205,430 --- 205,430 2022 159,561 --- 159,561 2023 68,457 --- 68,457 Total lease payments 484,330 --- 484,330 Less interest (180,430 ) --- (180,430 ) Present value of lease liabilities $ 303,900 $ --- $ 303,900 |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
DEFERRED REVENUE | NOTE 10 – DEFERRED REVENUE Amounts related to deferred contract revenue in the three and nine months ended September 30, 2020 and 2019 was as follow: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Balance, beginning of period $ 106,281 $ --- $ --- $ --- Acquisition of CHM --- --- 104,034 --- Payments received for unearned revenue 163,038 --- 215,705 --- Revenue earned (217,605 ) --- (268,025 ) --- Balance, end of period $ 51,714 $ --- $ 51,714 $ --- Deferred revenue relates to contracted consulting services at CHM for which payment has been made but services have not yet been rendered as of the measurement date. The Company typically satisfies its performance obligations related to such contracts upon completion of service. Payment is typically made in the month prior to the services being provided. |
Notes Payable and Other Amounts
Notes Payable and Other Amounts Due to Related Party | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY | NOTE 11 – NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY Amounts due to related parties as of September 30, 2020 and December 31, 2019 were comprised of the following: September 30, December 31, 2020 2019 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent --- 192,857 Total due to related party 300,600 493,457 Notes payable to related party: Notes payable to Dr. Michael Dent and family (all current) $ --- $ 743,955 Notes Payable to Dr. Michael Dent Our founder and CEO, Dr. Michael Dent, has made loans to the Company from time to time in the form of unsecured promissory notes payable (the “Dent Notes”). The carrying values of the Dent Notes as of September 30, 2020 and December 31, 2019 were as follows: Interest September 30, December 31, Inception Date Maturity Date Rate 2020 2019 January 12, 2017 December 31, 2020 10% $ --- $ 38,378 * January 18, 2017 December 31, 2020 10% --- 21,904 * January 24, 2017 December 31, 2020 10% --- 54,696 * February 9, 2017 December 31, 2020 10% --- 32,715 * April 20, 2017 December 31, 2020 10% --- 10,754 * June 15, 2017 December 31, 2020 10% --- 34,560 * August 17, 2017 December 31, 2020 10% --- 20,997 * August 24, 2017 December 31, 2020 10% --- 39,312 * September 7, 2017 December 31, 2020 10% --- 36,586 * September 21, 2017 December 31, 2020 10% --- 27,621 * September 29, 2017 December 31, 2020 10% --- 12,487 * December 21, 2017 December 31, 2020 10% --- 14,318 * January 8, 2018 December 31, 2020 10% --- 76,415 * January 11, 2018 December 31, 2020 10% --- 9,164 * January 26, 2018 December 31, 2020 10% --- 17,712 * January 3, 2014 December 31, 2020 10% --- 296,336 * $ --- $ 743,955 * Denotes that note payable is reflected at fair value On September 21, 2020, the Company and Dr. Dent entered into an agreement pursuant to which the Company repaid all obligations under the notes payable to Dr. Dent in exchange for one-time cash payment of $780,256. The payment was calculated as the face value of the Dent Notes of $646,000, plus $134,256 of interest accrued on the notes issued in 2017 and 2018. As part of the Agreement, Dr. Dent agreed to forgive interest of $105,003 accrued on the remaining Dent Notes. In connection with the agreement and repayment, the Company realized a gain of $283,863, being the excess of the carrying value of the Dent Notes over the consideration paid. This amount was recorded to additional paid in capital. As denoted in the table above, prior to extinguishment certain of our notes payable to Dr. Dent were carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The changes in fair value during the three months ended September 30, 2020 and 2019 were $32,968 and $5,986, respectively. The changes in fair value during the nine months ended September 30, 2020 and 2019 were $80,935 and $18,070, respectively. The fair value of these notes as of September 30, 2020 and December 31, 2019 was $-0- and $743,955, respectively. On January 7, 2020, the Company entered into a Merchant Cash Advance Factoring Agreement (“MCA”) with a trust controlled by Dr. Dent, pursuant to which the Company received an advance of $150,000 before closing fees (the “2020 MCA”). The Company is required to repay the 2020 MCA, which acts like an ordinary note payable, at the rate of $7,212 per week until the balance of $187,500 is repaid, which was scheduled for July 2020. At inception, the Company recognized a note payable in the amount of $187,500 and a discount against the note payable of $38,500. The discount is being amortized over the life of the instrument. The Company made installment payments against the MCA of $36,059 and $-0-, respectively, during the three months ended September 30, 2020 and 2019, and $187,500 and $-0-, respectively, during the nine months ended September 30, 2020 and 2019. The Company recognized amortization of the discount in the amount of $-0- and $-0-, respectively, during the three months ended September 30, 2020 and 2019, and $38,500 and $-0-, respectively, during the nine months ended September 30, 2020 and 2019. The 2020 MCA was repaid in full and retired during July 2020. Interest accrued on the above notes payable as of September 30, 2020 and December 31, 2019 was $-0- and $192,888, respectively. Interest expense on the above unsecured promissory notes was $14,159 and $16,598 for the three months ended September 30, 2020 and 2019, respectively, and $86,446 and $49,252 for the nine months ended September 30, 2020 and 2019, respectively. |
Government Notes Payable
Government Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Government Notes Payable [Abstract] | |
GOVERNMENT NOTES PAYABLE | NOTE 12 – GOVERNMENT NOTES PAYABLE On May 8, 2020, the Company and its subsidiaries received an aggregate of $585,969 in loans under the Paycheck Protection Program (the “PPP”). The PPP loans, administered by the U.S. Small Business Administration (the “SBA”) and processed through Wells Fargo bank, were issued under the recently enacted Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. The loans bear interest at 1% per annum and mature in May 2022. Principal and interest payments are deferred for the first six months of the loans. Pursuant to the terms of the PPP, principal amounts may be forgiven if loan proceeds are used for qualifying expenses as described in the CARES Act, including costs such as payroll, benefits, employer payroll taxes, rent and utilities. During June, July and August 2020, the Company and its subsidiaries received an aggregate of $450,000 in Disaster Relief Loans from the SBA. The loans bear interest at 3.75% per annum and mature 30 years from issuance. Mandatory principal and interest payments begin 12 months from the inception date of each loan. Interest accrued on government loans as of September 30, 2020 and December 31, 2019 was $4,716 and $-0-, respectively. Interest expense on the loans was $3,855 and $-0- for the three months ended September 30, 2020 and 2019, respectively, and $4,716 and $-0- for the nine months ended September 30, 2020 and 2019, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 13 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of September 30, 2020 and December 31, 2019 were comprised of the following: September 30, December 31, 2020 2019 $550k Note - July 2016 $ 607,628 * $ 548,010 * $50k Note - July 2016 63,053 * 56,866 * $111k Note - May 2017 118,108 * 118,606 * $357.5k Note - April 2019 364,490 * 328,728 * $154k Note - June 2019 --- 50,000 $136k Notes - July 2019 --- 135,850 $78k Note III - July 2019 --- 78,000 $230k Note - July 2019 --- 230,000 $108.9k Note - August 2019 --- 108,947 $142.5k Note - October 2019 --- 142,500 $103k Note V - October 2019 --- 103,000 $108.9k Note II - October 2019 --- 108,947 $128.5k Note - October 2019 --- 128,500 $103k Note VI - November 2019 --- 103,000 $78.8k Note II - December 2019 --- 78,750 1,153,279 2,319,704 Less: unamortized discount --- (777,668 ) Convertible notes payable, net of original issue discount and debt discount $ 1,153,279 $ 1,542,036 * - Denotes that convertible note payable is carried at fair value Amortization of debt discount recognized on each convertible note outstanding during the three and nine months ended September 30, 2020 and 2019 were as follows: Amortization of Debt Discount Three Months Ended Nine Months Ended 2020 2019 2020 2019 $103k Note I - October 2018 $ --- $ --- $ --- $ 33,972 $103k Note II - November 2018 --- --- --- 44,952 $153k Note - November 2018 --- 1,733 --- 91,451 $103k Note III - December 2018 --- --- --- 42,611 $78k Note I - January 2019 --- 4,286 --- 52,000 $78k Note II - January 2019 --- 6,346 --- 47,858 $103k Note III - April 2019 --- 28,628 --- 56,012 $104.5k Note - April 2019 --- 26,268 --- 49,109 $104.5k Note II - April 2019 --- 26,268 --- 49,109 $357.5k Note - April 2019 --- 91,230 --- 166,593 $103k Note IV - May 2019 --- 31,906 --- 50,633 $154k Note - June 2019 --- 38,710 1,093 50,071 $67.9k Note - July 2019 --- 16,277 7,252 16,277 $67.9k Note II - July 2019 --- 16,277 2,813 16,277 $78k Note III - July 2019 --- 20,512 6,208 20,512 $230k Note - July 2019 --- 46,503 58,527 46,503 $108.9k Note - August 2019 --- 7,784 21,038 7,785 $142.5k Note - October 2019 21,804 --- 92,663 --- $103k Note V - October 2019 --- --- 29,143 --- $108.9k Note II - October 2019 --- --- 33,205 --- $128.5k Note - October 2019 --- --- 51,705 --- $103k Note VI - November 2019 --- --- 39,450 --- $78.8k Note II - December 2019 --- --- 27,111 --- $131.3k Note - January 2020 1,158 --- 16,205 --- $78k Note IV - January 2020 1,608 --- 14,955 --- $157.5k Note - March 2020 7,432 --- 20,044 --- $157.5k Note II - April 2020 9,127 --- 21,436 --- $135k Note - April 2020 7,744 --- 17,718 --- $83k Note II - April 2020 6,675 --- 13,767 --- $128k Note - April 2020 10,268 --- 18,097 --- $ 65,816 $ 362,728 $ 492,430 $ 841,725 Unamortized debt discount on outstanding convertible notes payable as of September 30, 2020 and December 31, 2019 were comprised of the following: Unamortized Discount as of September 30, December 31, 2020 2019 $154k Note - June 2019 $ --- $ 21,175 $67.9k Note - July 2019 --- 20,497 $67.9k Note II - July 2019 --- 20,497 $78k Note III - July 2019 --- 32,657 $230k Note - July 2019 --- 125,684 $108.9k Note - August 2019 --- 59,392 $142.5k Note - October 2019 --- 107,070 $103k Note V - October 2019 --- 70,686 $108.9k Note II - October 2019 --- 72,592 $128.5k Note - October 2019 --- 106,732 $103k Note VI - November 2019 --- 81,740 $78.8k Note II - December 2019 --- 58,946 $ --- $ 777,668 Interest expense recognized on each convertible note outstanding during the three and nine months ended September 30, 2020 and 2019 were as follows: Interest Expense Three Months Ended Nine Months Ended 2020 2019 2020 2019 $550k Note - July 2016 $ 8,318 $ 8,318 $ 24,773 $ 24,682 $50k Note - July 2016 1,260 1,260 3,753 3,740 $111k Note - May 2017 2,042 4,168 8,755 12,369 $171.5k Note - October 2017 --- --- --- 1,785 $103k Note I - October 2018 --- --- --- 2,653 $103k Note II - November 2018 --- --- --- 3,584 $153k Note - November 2018 --- 297 --- 7,008 $103k Note III - December 2018 --- --- --- 4,261 $78k Note I - January 2019 --- 321 --- 3,889 $78k Note II - January 2019 --- 513 --- 3,868 $103k Note III - April 2019 --- 2,596 --- 5,079 $104.5k Note - April 2019 --- 2,634 --- 4,924 $104.5k Note II - April 2019 --- 2,634 --- 4,924 $357.5k Note - April 2019 9,012 12,650 18,751 23,101 $103k Note IV - May 2019 --- 2,596 --- 4,120 $154k Note - June 2019 --- 3,882 46 5,021 $67.9k Note - July 2019 --- 1,507 707 1,507 $67.9k Note II - July 2019 --- 1,507 177 1,507 $78k Note III - July 2019 --- 1,624 492 1,624 $230k Note - July 2019 --- 4,663 3,041 4,663 $108.9k Note - August 2019 --- 1,045 2,564 1,045 $142.5k Note - October 2019 3,592 --- 12,884 --- $103k Note V - October 2019 --- --- 2,653 --- $108.9k Note II - October 2019 --- --- 3,970 --- $128.5k Note - October 2019 --- --- 5,149 --- $103k Note VI - November 2019 --- --- 3,527 --- $78.8k Note II - December 2019 --- --- 3,344 --- $131.3k Note - January 2020 467 --- 6,545 --- $78k Note IV - January 2020 427 --- 3,975 --- $157.5k Note - March 2020 2,848 --- 7,681 --- $157.5k Note II - April 2020 2,848 --- 6,688 --- $135k Note - April 2020 2,441 --- 5,585 --- $83k Note II - April 2020 1,819 --- 3,752 --- $128k Note - April 2020 2,805 --- 4,945 --- $ 37,879 $ 52,215 $ 133,757 $ 125,354 Certain of our convertible notes payable are also carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The changes in fair value during the three and nine months ended September 30, 2020 and 2019 and the fair value as of such instruments as of September 30, 2020 and December 31, 2019 were as follows: Change in Fair Value of Debt Fair Value of Debt as of Three Months Ended Nine Months Ended September 30, December 31, 2020 2019 2020 2019 2020 2019 $550k Note - July 2016 $ 24,285 $ 17,455 $ 59,618 $ 52,708 $ 607,629 $ 548,010 $50k Note - July 2016 2,520 1,770 6,187 5,343 63,053 56,866 $111k Note - May 2017 4,721 3,674 16,261 11,089 118,108 118,606 $171.5k Note - October 2017 --- --- --- 1,781 --- --- $357.5k Note - April 2019 14,567 --- 35,763 --- 364,490 328,727 $ 46,093 $ 22,899 $ 117,829 $ 70,921 $ 1,153,280 $ 1,052,209 Convertible Note Payable ($111,000) – May 2017 On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000. The $111k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.15 per share, or 740,000 of the Company’s common shares, and is secured by all of the Company’s assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company’s common stock at an exercise price of $0.75 per share. The $111k Note matures on December 31, 2020. On February 6, 2020, the holder of the $111k Note converted $30,000 principal on the note into 448,029 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $25,394, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($171,500) – October 2017 On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the “$171.5k Note”) to an individual lender. On February 7, 2019, the holder of the $171.5k Note converted the entire principal balance of $171,500 into 2,512,821 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $139,798, representing the excess of the fair value of the shares issued at conversion over the carrying value of the host instrument and the bifurcated conversion feature at the time of conversion. Convertible Notes Payable ($103,000) – October 2018 On October 18, 2018, the Company issued a $103,000 convertible note (the “$103k Note I”). On April 4, 2019, the Company prepaid the balance on the $103k Note I, including accrued interest, for a one-time cash payment of $134,500. In connection with the repayment, the Company recognized a gain on debt extinguishment of $28,169 in the nine months ended September 30, 2019, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Notes Payable ($103,000) – November 2018 On November 12, 2018, the Company issued a $103,000 convertible note (the “$103k Note II”). On May 7, 2019, the Company prepaid the balance on the $103k Note II, including accrued interest, for a one-time cash payment of $134,888. In connection with the repayment, the Company recognized a gain on debt extinguishment of $23,821 in the nine months ended September 30, 2019, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Notes Payable ($153,000) – November 2018 On November 19, 2018, the Company issued a $153,000 convertible note (the “$153k Note”). During the nine months ended September 30, 2019, the holder converted the full principal in the amount of $153,000 and $8,768 of accrued interest into 1,070,894 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $44,993, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Notes Payable ($103,000) – December 2018 On December 3, 2018, the Company issued a $103,000 convertible note (the “$103k Note III”). On May 31, 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,029. In connection with the repayment, the Company recognized a gain on debt extinguishment of $20,445 in the nine months ended September 30, 2019, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($78,000) – January 2019 On January 14, 2019, the Company issued a $78,000 convertible note (the “$78k Note”). The $78k Note, including accrued interest, was repaid in July 2019 for a one-time cash payment of $102,321. In connection with the repayment, the Company recognized a loss on debt extinguishment of $6,258 in the nine months ended September 30, 2019, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($78,000) – January 2019 On January 24, 2019, the Company issued a $78,000 convertible note (the “$78k Note II”). The $78k Note II, including accrued interest, was repaid in July 2019 for a one-time cash payment of $102,255. In connection with the repayment, the Company recognized a gain on debt extinguishment of $11,161 in the nine months ended September 30, 2019, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($103,000) – April 2019 On April 3, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the “$103k Note III”). During the fourth quarter of 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,099. Convertible Note Payable ($104,500) – April 2019 On April 11, 2019, the Company entered into securities purchase agreements for the sale of a $104,500 convertible note (the “$104.5k Note I”). During the fourth quarter of 2019, the holder of the $104.5k Note I converted the full principal in the amount of $104,500 and $5,768 of accrued interest into 1,176,189 shares of Company common stock. Convertible Note Payable ($104,500) – April 2019 On April 11, 2019, the Company entered into securities purchase agreements for the sale of a second $104,500 convertible note (the “$104.5k Note II”). During the fourth quarter of 2019, the Company prepaid the balance on the $104.5k Note II, including accrued interest, for a one-time cash payment of $142,500. Convertible Note Payable ($357,500) – April 2019 On April 15, 2019, the Company issued a fixed convertible note with a face value of $357,500 (the “$357.5k Note”). The $357.5k Note has an interest rate of 10%, matures on December 31, 2020, and may be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.15, or 2,383,333 shares. Convertible Note Payable ($103,000) – May 2019 On May 7, 2019, the Company issued a $103,000 convertible note (the “$103k Note IV”). During the fourth quarter of 2019, the Company prepaid the balance on the $103k Note IV, including accrued interest, for a one-time cash payment of $133,900. Convertible Note Payable ($154,000) – June 2019 On June 3, 2019, the Company issued a $154,000 convertible note (the “$154k Note”), of which $104,000 was converted in the fourth quarter of 2019. During the nine months ended September 30, 2020, the holder converted the remaining unpaid principal balance of $50,000 and accrued interest of $8,572 into 968,390 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $125,865 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($67,925) – July 2019 On July 11, 2019, the Company issued a $67,925 convertible note (the “$67.9k Note I”). During the nine months ended September 30, 2020, the holder converted the full principal of $67,925 and accrued interest of $3,926 into 885,847 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $55,117 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($67,925) – July 2019 On July 11, 2019, the Company issued a second $67,925 convertible note (the “$67.9k Note II”). During the nine months ended September 30, 2020, the Company prepaid the balance on the $67.9k Note II, including accrued interest, for a one-time cash payment of $89,152. In connection with the repayment, the Company recognized a loss on debt extinguishment of $26,890 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($78,000) – July 2019 On July 16, 2019, the Company issued a $78,000 convertible note (the “$78k Note III”). During the first quarter of 2020, the Company prepaid the balance on the $78k Note III, including accrued interest, for a one-time cash payment of $102,388. In connection with the repayment, the Company recognized a loss on debt extinguishment of $31,432 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($230,000) – July 2019 On July 18, 2019, the Company issued a convertible note with a face value of $230,000 (the “$230k Note”). During the first quarter of 2020, the holder converted $80,000 of principal and $4,373 of accrued interest on the note into 1,236,668 shares of Company common stock and the Company repaid principal of $150,000 and accrued interest of $9,128 for cash payments totaling $181,554. The note was retired upon these conversions and repayments. In connection with the conversions and repayments, the Company recognized a loss on debt extinguishment of $112,498 in the nine months ended September 30, 2020, equal to the excess of the cash payment amount and the fair value of the shares issued at conversion over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($108,947) – August 2019 On August 26, 2019, the Company issued a convertible note with a face value of $108,947 (the “$108.9k Note”). During the nine months ended September 30, 2020, the holder converted the full principal of $108,947 and accrued interest of $6,354 into 2,650,251 shares of Company common stock. In connection with the conversions, the Company recognized a loss on debt extinguishment of $161,617 in the nine months ended September 30, 2020, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($142,500) – October 2019 On October 1, 2019, the Company issued a convertible note with a face value of $142,500 (the “$142.5k Note”). During the nine months ended September 30, 2020, the holder converted the full principal of $142,500 and accrued interest of $14,250 into 2,855,191 shares of Company common stock. In connection with the conversions, the Company recognized a loss on debt extinguishment of $305,100 in the nine months ended September 30, 2020, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($103,000) – October 2019 On October 1, 2019, the Company issued a $103,000 convertible note (the “$103k Note V”). On April 3, 2020, 2020, the Company prepaid the balance on the $103k Note V, including accrued interest, for a one-time cash payment of $135,205. In connection with the repayment, the Company recognized a loss on debt extinguishment of $43,777 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($108,947) – October 2019 On October 30, 2019, the Company issued a convertible note with a face value of $108,947 (the “$108.9k Note II”). During the nine months ended September 30, 2020, the holder converted the full principal of $108,947 and accrued interest of $5,821 into 1,954,870 shares of Company common stock. In connection with the conversions, the Company recognized a loss on debt extinguishment of $76,895 in the nine months ended September 30, 2020, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($128,500) – October 2019 On October 30, 2019, the Company issued a $128,500 convertible note (the “$128.5k Note”). During the nine months ended September 30, 2020, the holder converted the full principal of $128,500 and accrued interest of $8,832 into 3,197,877 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $154,248 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($103,000) – November 2019 On November 4, 2019, the Company issued a $103,000 convertible note (the “$103k Note VI”). On May 4, 2020, the Company prepaid the balance on the $103k Note VI, including accrued interest, for a one-time cash payment of $135,099. In connection with the repayment, the Company recognized a loss on debt extinguishment of $45,077 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($78,750) – December 2019 On December 2, 2019, the Company issued a $78,750 convertible note (the “$78.8k Note”). On June 3, 2020, the Company prepaid the balance on the $78.8k Note, including accrued interest, for a one-time cash payment of $103,359. In connection with the repayment, the Company recognized a loss on debt extinguishment of $37,554 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($131,250) – January 2020 On January 13, 2020, the Company issued a $131,250 convertible note (the “$131.3k Note”). On July 13, 2020, the Company prepaid the balance on the $131.3k Note, including accrued interest, for a one-time cash payment of $172,108. In connection with the repayment, the Company recognized a loss on debt extinguishment of $24,663 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($78,000) – January 2020 On January 16, 2020, the Company issued a $78,000 convertible note (the “$78k Note IV”). On July 20, 2020, the Company prepaid the balance on the $78k Note IV, including accrued interest, for a one-time cash payment of $102,308. In connection with the repayment, the Company recognized a loss on debt extinguishment of $9,104 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($157,500) – March 2020 On March 10, 2020, the Company issued a $157,500 convertible note (the “$157.5k Note”). On September 4, 2020, the Company prepaid the balance on the $157.5k Note, including accrued interest, for a one-time cash payment of $206,314. In connection with the repayment, the Company recognized a loss on debt extinguishment of $28,150 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($157,500) – April 2020 On April 2, 2020, the Company issued a $157,500 convertible note (the “$157.5k Note II”). On September 4, 2020, the Company prepaid the balance on the $157.5k Note, including accrued interest, for a one-time cash payment of $205,235. In connection with the repayment, the Company recognized a loss on debt extinguishment of $31,490 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($135,000) – April 2020 On April 6, 2020, the Company issued a $135,000 convertible note (the “$135k Note”). On September 4, 2020, the Company prepaid the balance on the $135k Note, including accrued interest, for a one-time cash payment of $175,592. In connection with the repayment, the Company recognized a loss on debt extinguishment of $18,479 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($83,000) – April 2020 On April 6, 2020, the Company issued an $83,000 convertible note (the “$83k Note”). On September 18, 2020, the Company prepaid the balance on the $83k Note, including accrued interest, for a one-time cash payment of $108,127. In connection with the repayment, the Company recognized a loss on debt extinguishment of $13,012 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($128,000) – April 2020 On April 30, 2020, the Company issued a $128,000 convertible note (the “$128k Note”). On September 18, 2020, the Company prepaid the balance on the $128k Note, including accrued interest, for a one-time cash payment of $165,962. In connection with the repayment, the Company recognized a loss on debt extinguishment of $21,000 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 14 – DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are comprised of the fair value of embedded conversion features (“ECFs”)embedded in convertible promissory notes for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company’s common stock. The fair market value of the ECF derivative liabilities was calculated at inception of each convertible promissory note for which the conversion rate is not fixed and allocated to the respective convertible notes, with any excess recorded as a charge to “Financing cost.” Derivative financial instruments are revalued at the end of each period, with the change in value recorded to “Change in fair value of on derivative financial instruments.” Derivative financial instruments and changes thereto recorded in the three and nine months ended September 30, 2020 and 2019 include the following: Three Months Ended Nine Months Ended September 30, 2020 2019 2020 2019 Balance, beginning of period $ 257,384 $ 632,605 $ 991,288 $ 800,440 Inception of derivative financial instruments --- 472,644 211,498 1,276,703 Change in fair value of derivative financial instruments (12,802 ) (158,691 ) (739,485 ) (574,205 ) Conversion or extinguishment of derivative financial instruments (244,582 ) (119,898 ) (463,301 ) (676,278 ) Balance, end of period $ --- $ 826,660 $ -- $ 826,660 Fair market value of the derivative financial instruments was measured using the following assumptions: Nine Months Ended 2020 2019 Pricing model utilized Binomial Lattice Black/Scholes Risk free rate range 0.05% to 1.61% 1.75% to 2.73% Expected life range (in years) 0.14 to 1.00 0.01 to 1.00 Volatility range 117.48% to 144.51% 119.04% to 293.97% Dividend yield 0.00% 0.00% In addition, specific assumptions regarding investor exercise behavior were used in 2020, including probability assumptions related to estimated exercise behavior. The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date. During the nine months ended September 30, 2020, the Company repaid 13 outstanding convertible notes and holders converted in part or in full an additional eight convertible notes for which the conversion rate was adjusted based on a discount to the market price of the Company’s common stock, which gave rise to ECF-related derivative financial instruments. Accordingly, the Company had no further derivative financial instruments outstanding as of September 30, 2020. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 15 – SHAREHOLDERS’ EQUITY (DEFICIT) Investment Transaction – August 2020 On August 20, 2020, the Company entered into the Contribution Agreement with the Trusts and Michael T. Dent, the Chief Executive Officer and Chairman of the board of directors of the Company. Pursuant to the Contribution Agreement, the Trusts contributed an aggregate of 76,026 shares of common stock of NeoGenomics, Inc. with a fair value of $3,006,889 to the Company. In consideration for the foregoing, the Company issued the Trusts an aggregate of 2,750,000 shares of the Company’s newly designated Series B Preferred stock and an aggregate of 24,522,727 shares of the Company’s common stock. Beginning on December 31, 2022, each share of Series B Preferred Stock is convertible into five shares of the Company’s common stock, subject to customary anti-dilution adjustments, including in the event of any stock split. The Series B Preferred Stock ranks senior to the common stock. Upon a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets of the Company available for distribution to its stockholders will be distributed to holders of Series B Preferred Stock on an as converted basis and pro rata with the holders of common stock. Holders of Series B Preferred Stock are also entitled to participate in dividends declared or paid on the common stock on an as-converted basis. The holders of Series B Preferred Stock generally are entitled to vote with the holders of the shares of common stock on all matters submitted for a vote of holders of shares of common stock (voting together with the holders of shares of common stock as one class). The holder of the shares of Preferred B Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders) equal to 100 shares of common stock for each share of Preferred B Preferred Stock held (which shall never be deemed less than 51% of the vote required to approve any action), which Nevada law provides may or must be approved by vote or consent of the holders of common stock or the holders of other securities entitled to vote, if any. At inception of the transaction, the Company recognized a beneficial conversion feature in the amount of $825,000, representing the difference between (i) the intrinsic price per share of the Series B Preferred based on the portion of proceeds allocated to the fair value of the Series B Preferred, and (ii) the fair value of the Company’s common stock. The beneficial conversion feature is being amortized as a deemed dividend from the inception date of the transaction through the end of the Series B Preferred conversion restriction on December 31, 2022. Amortization of the beneficial conversion feature is reflected in income or loss available to common stockholders on the statement of operations. Further, since the Company have negative retained earnings, so there is no change to APIC or anywhere else in net equity from the deemed dividend and therefore nothing to show on the statement of equity. Other Private Placements During the nine months ended September 30, 2019, the Company sold 1,550,001 shares of common stock in three separate private placement transactions and received $415,000 in proceeds from the sales. In connection with the stock sales, the Company also issued 1,025,001 warrants to purchase shares of common stock with exercise prices between $0.25 and $0.50. During the nine months ended September 30, 2020, the Company sold 6,650,843 shares of common stock in 20 separate private placement transactions and received $673,001 in proceeds from the sales. The shares were issued at per share prices between $0.06 and $0.17. In connection with the stock sales, the Company also issued 3,463,825 five-year warrants to purchase shares of common stock at exercise price between $0.16 and $0.27 per share. Of these shares, 7,143 with respect to proceeds of $749 were issuable as of September 30, 2020. Investment Agreement Draws During the nine months ended September 30, 2020 and 2019, the Company issued 4,975,491 and 4,273,779 common shares, respectively, pursuant to draws made by the Company under the Investment Agreement and received an aggregate of $426,299 and $825,616, respectively, in net proceeds from the draws. Common Stock Issuable As of September 30, 2020 and December 31, 2019, the Company was obligated to issue the following shares: September 30, December 31, Amount Shares Amount Shares Shares earned by consultants, employees and directors but not yet issued $ 181,343 1,458,095 $ 100,538 568,142 Shares issuable pursuant to stock subscriptions received 749 7,143 59,000 479,762 $ 182,092 1,465,238 $ 159,538 1,047,904 During December 2019, the Company completed stock subscription agreements totaling $59,000 for the sale of 479,762 shares of common stock. The funds were received and shares were issued in January and February 2020. Stock Warrants Transactions involving our stock warrants during the nine months ended September 30, 2020 and 2019 are summarized as follows: 2020 2019 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 47,056,293 $ 0.17 46,161,463 $ 0.18 Granted during the period 3,463,825 $ 0.20 1,805,001 $ 0.35 Exercised during the period --- $ --- (4,099,256 ) $ (0.00 ) Expired during the period (50,000 ) $ 0.40 --- $ --- Outstanding at end of the period 50,470,118 $ 0.18 43,867,208 $ 0.20 Exercisable at end of the period 50,470,118 $ 0.18 43,867,208 $ 0.20 Weighted average remaining life 3.4 years 3.0 years The following table summarizes information about the Company’s stock warrants outstanding as of September 30, 2020: Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.0001 to 0.09 15,287,011 4.2 $ 0.07 15,287,011 $ 0.07 $ 0.10 to 0.24 21,125,618 3.0 $ 0.18 21,125,618 $ 0.18 $ 0.25 to 0.49 10,117,489 3.7 $ 0.28 10,117,489 $ 0.28 $ 0.50 to 1.00 3,940,000 1.4 $ 0.28 3,940,000 $ 0.28 $ 0.05 to 1.00 50,470,118 3.4 $ 0.18 50,470,118 $ 0.18 During the nine months ended September 30, 2020 and 2019, the Company issued 3,463,825 and 1,805,001 warrants, respectively, the aggregate grant date fair value of which was $222,987 and $477,097, respectively. The fair value of the warrants was calculated using the following range of assumptions: Nine Months Ended September 30, 2020 2019 Pricing model utilized Binomial Lattice Black/Scholes Risk free rate range 0.19% to 1.59% 1.66% to 2.52% Expected life range (in years) 5.00 years 3.00 to 5.00 Volatility range 119.69% to 132.19% 119.34% to 212.98% Dividend yield 0.00% 0.00% In addition, specific assumptions regarding investor exercise behavior were used in 2020, including probability assumptions related to estimated exercise behavior. Employee Equity Incentive Plan On January 1, 2016, the Company instituted the Employee Equity Incentive Plan (the “EIP”) for the purpose of having equity awards available to allow for equity participation by its employees. The EIP allows for the issuance of up to 15,503,680 shares of the Company’s common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or restricted shares. The EIP is governed by the Company’s board, or a committee that may be appointed by the board in the future. The following table summarizes the status of shares issued and outstanding under the EIP outstanding as of and for the nine months ended September 30, 2020 and 2019: 2020 2019 Outstanding at beginning of the period 1,874,063 1,738,750 Granted during the period 664,465 135,313 Terminated during the period (62,500 ) --- Outstanding at end of the period 2,476,028 1,874,063 Shares vested at period-end 2,176,028 1,510,313 Weighted average grant date fair value of shares granted during the period $ 0.14 $ 0.26 Aggregate grant date fair value of shares granted during the period $ 18,760 $ 12,805 Shares available for grant pursuant to EIP at period-end 9,778,403 9,592,868 Total stock-based compensation recognized for grants under the EIP was $79,196 and $10,534 during the three months ended September 30, 2020 and 2019, respectively, and $109,349 and $69,128 during the nine months ended September 30, 2020 and 2019, respectively. Total unrecognized stock compensation related to these grants was $31,989 as of September 30, 2020. A summary of the status of nonvested shares issued pursuant to the EIP as of and for the nine months ended September 30, 2020 and 2019 is presented below: 2020 2019 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 332,500 $ 0.17 540,000 $ 0.16 Granted 664,465 $ 0.14 --- $ --- Vested (609,465 ) $ 0.14 (176,250 ) $ 0.16 Forfeited (87,500 ) $ 0.06 --- $ --- Nonvested at end of period 300,000 $ 0.20 363,750 $ 0.16 Employee Stock Options The following table summarizes the status of options outstanding as of and for the nine months ended September 30, 2020 and 2019: 2020 2019 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 3,269,250 $ 0.21 3,707,996 $ 0.18 Granted during the period 60,000 $ 0.09 1,078,750 $ 0.26 Exercised during the period --- $ --- (154,166 ) $ 0.20 Forfeited during the period (80,000 ) $ 0.26 (595,830 ) $ 0.20 Outstanding at end of the period 3,249,250 $ 0.20 4,036,750 $ 0.20 Options exercisable at period-end 2,012,375 1,486,000 Weighted average remaining life (in years) 7.0 7.9 Weighted average grant date fair value of options granted during the period $ 0.07 $ 0.20 Options available for grant at period-end 9,775,903 9,592,868 The following table summarizes information about the Company’s stock options outstanding as of September 30, 2020: Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ --- to 0.10 1,283,000 5.2 $ 0.08 1,283,000 0.08 $ 0.11 to 0.31 1,966,250 8.1 $ 0.28 729,375 0.29 $ 0.08 to 0.31 3,249,250 7.0 $ 0.20 2,012,375 $ 0.16 Total stock-based compensation recognized related to option grants was $19,305 and $24,107 during the three months ended September 30, 2020 and 2019, respectively, and $61,155 and $86,054 during the nine months ended September 30, 2020 and 2019, respectively. A summary of the status of nonvested options issued pursuant to the EIP as of and for the nine months ended September 30, 2020 and 2019 is presented below: 2020 2019 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 1,636,250 $ 0.22 2,332,413 $ 0.13 Granted 60,000 $ 0.07 1,078,750 $ 0.20 Vested (379,375 ) $ 0.20 (264,583 ) $ 0.18 Forfeited (80,000 ) $ 0.21 (595,830 ) $ 0.02 Nonvested at end of period 1,236,875 $ 0.21 2,550,750 $ 0.18 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMMITMENTS AND CONTINGENCIES Contracts related to Medicare shared savings revenue The Company acquired CHM and its subsidiary AHP on May 18, 2020. CHM and AHP combine to operate an ACO under the terms of the MSSP as administered by the CMS. The MSSP is a program created under the Affordable Care Act (the “ACA,” also known as “Obamacare”) designed to enhance the efficiency of healthcare provided to patients covered by Medicare. The program allows for the creation of ACOs, which are organizations that agree to take responsibility for the efficiency of healthcare services provided by a group of participating healthcare providers under Medicare. The ACO is held accountable for the efficiency of the healthcare services of its participating providers as measured against benchmarks prescribed in the MSSP and earns shared savings payments if such benchmarks are met. The Company, via AHP is party to a Medicare Shared Savings Program Accountable Care Organization Participation Agreement with the CMS that establishes AHP as an ACO. The agreement is effective through December 31, 2024. The Company must comply with the terms and conditions of the agreement in order to maintain its status as an ACO and generate shared savings revenue. The Company, via CHM, is party to 33 separate participant agreements with participating providers that are members of the Company’s ACO with expiration dates between 2020 and 2024. These agreements include certain restrictions and requirements to which the participating providers must adhere in order to maintain participation in the ACO. Service contracts The Company carries various service contracts on its office buildings & certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled. Litigation From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. On July 20, 2020, Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP, (the “Complainants”) filed a complaint against the Company in the Supreme Court of the State of New York. The Complaint alleges that the Company’s acquisition of CHM, in which the Company issued stock consideration of 2,240,838 common shares, triggered a change of control clause in warrants held by the Complainants that would allow the Complainants to demand cash value for their warrants. The Company believes that the asserted claims lack merit and intends to defend against all of the claims vigorously. Due to the inherent uncertainties of litigation, the Company cannot predict the outcome of the actions at this time and can give no assurance that the asserted claims will not have a material adverse effect on its financial position or results of operations. The Company has responded to the Complaint but discovery has not yet commenced as of the date of this filing. On August 24, 2020, the Company entered into a settlement agreement in response to a complaint filed by Delaney Equity Group LLC seeking unpaid fees from a 2015 Advisor, Consulting and Investment Banking Agreement. Pursuant to the terms of the settlement, the Company agreed to make cash payments totaling $75,000 over a six-month period. If the payments are not made in full and timely, the amount due increases to $112,500. Leases Maturities of operating lease liabilities were as follows as of September 30, 2020: 2020 $ 50,882 2021 205,430 2022 159,561 2023 68,457 Total lease payments 484,330 Less interest (180,430 ) Present value of lease liabilities $ 303,900 Our lease for office space for our NWC practice expired in July 2020. The Company entered into a new three-year lease agreement for a different facility in Naples facility comprised of 3,650 square feet commencing in August 2020. Employment/Consulting Agreements The Company has employment agreements with certain of its physicians, nurse practitioners and physical therapists in the Health Services division. The agreements generally call for a fixed salary at the beginning of the contract with a transaction to performance-based pay later in the contract. On July 1, 2016, the Company entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent’s employment agreement continues until terminated by Dr. Dent or the Company. If Dr. Dent’s employment is terminated by the Company (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination. On July 1, 2016, the Company entered into an agreement with Mr. George O’Leary, the Company’s Chief Financial Officer and a member of the Board of Directors, extending his prior agreement with the Company. Mr. O’Leary’s employment agreement continues until terminated by Mr. O’Leary or the Company. If Mr. O’Leary employment is terminated by the Company (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Mr. O’Leary will be entitled to receive his base salary and the Company shall maintain his employee benefits for a period of twelve (12) months beginning on the date of termination. In the event that Mr. O’Leary terminates the agreement, he shall be entitled to any accrued by unpaid salary and other benefits up to and including the date of termination. On July 1, 2018, the Company and Mr. O’Leary entered into an Extension Letter Agreement pursuant to which Mr. O’Leary was increased to full time employment (previously half-time) and agreed to extend the term of his employment to September 30, 2022. In addition to a base salary, the extension provides Mr. O’Leary with certain performance-based cash bonuses, stock grants, and stock option grants. On May 18, 2020, the Company entered into separate 4-year consulting services agreements with each of the two principals of the ACO/MSO business acquired in May 2020 that call for each person to earn fixed annual consulting fees and a share of Medicare shared savings revenue, consulting revenue and overall profits generated by the underlying business. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 17 – SEGMENT REPORTING The Company has three reportable segments: Health Services, Digital Healthcare and ACO/MCO. Health Services division is comprised of the operations of (i) Naples Women’s Center (“NWC”), a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice, (ii) Naples Center for Functional Medicine (“NCFM”), a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care, and (iii) Bridging the Gap Physical Therapy (“BTG”), a physical therapy practice in Bonita Springs, FL that provides hands-on functional manual therapy techniques to speed patients’ recovery and manage pain without pain medication or surgery. The Company’s Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the “HealthLynked Network,” which will enable patients and doctors to keep track of medical information via the Internet in a cloud-based system. The ACO/MSO Division is comprised of the business acquired with CHM, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP as administered by the CMS, which rewards providers for efficiency in patient care. The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Segment information for the three months ended September 30, 2020 and 2019 was as follows: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Health Services Digital Healthcare ACO / MSO Total Health Services Digital Healthcare ACO / MSO Total Revenue Patient service revenue, net $ 1,054,806 $ --- $ --- $ 1,054,806 $ 1,172,561 $ --- $ --- $ 1,172,561 Medicare shared savings revenue --- --- 767,744 767,744 --- --- --- --- Consulting revenue --- --- 217,605 217,605 --- --- --- --- Total revenue 1,054,806 --- 985,349 2,040,155 1,172,561 --- --- 1,172,561 Operating Expenses Practice salaries and benefits 590,690 --- --- 590,690 708,571 --- --- 708,571 Other practice operating expenses 548,667 --- --- 548,667 521,341 --- --- 521,341 Medicare shared savings expenses --- --- 759,848 759,848 --- --- --- --- General and administrative --- 958,874 --- 958,874 --- 733,360 --- 733,360 Depreciation and amortization 24,557 594 --- 25,151 24,385 595 --- 24,980 Total Operating Expenses 1,163,914 959,468 759,848 2,883,230 1,254,297 733,955 --- 1,988,252 Loss from operations $ (109,108 ) $ (959,468 ) $ 225,501 $ (843,075 ) $ (81,736 ) $ (733,955 ) $ --- $ (815,691 ) Other Segment Information Interest expense $ 23,186 $ 49,349 $ --- $ 72,535 $ 5,165 $ 64,397 $ --- $ 69,562 Loss on sales of marketable securities $ --- $ 281,606 $ --- $ 281,606 $ --- $ --- $ --- $ --- Loss on extinguishment of debt $ --- $ 450,999 $ --- $ 450,999 $ --- $ (4,904 ) $ --- $ (4,904 ) Financing cost $ --- $ --- $ --- $ --- $ --- $ 12,009 $ --- $ 12,009 Amortization of original issue and debt discounts on convertible notes $ --- $ 65,816 $ --- $ 65,816 $ --- $ 362,728 $ --- $ 362,728 Change in fair value of debt $ --- $ 79,062 $ --- $ 79,062 $ --- $ 28,885 $ --- $ 28,885 Change in fair value of derivative financial instruments $ --- $ (12,802 ) $ --- $ (12,802 ) $ --- $ (158,691 ) $ --- $ (158,691 ) Change in fair value of contingent acquisition consideration $ --- $ (45,996 ) $ --- $ (45,996 ) $ --- $ --- $ --- $ --- Segment information for the nine months ended September 30, 2020 and 2019 was as follows: Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Health Services Digital Healthcare ACO / MSO Total Health Services Digital Healthcare ACO / MSO Total Revenue Patient service revenue, net $ 3,502,836 $ --- $ --- $ 3,502,836 $ 2,845,941 $ --- $ --- $ 2,845,941 Medicare shared savings revenue --- --- 767,744 767,744 --- --- --- --- Consulting revenue --- --- 268,025 268,025 --- --- --- --- Total revenue 3,502,836 --- 1,035,769 4,538,605 2,845,941 --- --- 2,845,941 Operating Expenses Practice salaries and benefits 1,910,897 --- --- 1,910,897 1,762,662 --- --- 1,762,662 Other practice operating expenses 1,633,380 --- --- 1,633,380 1,287,432 --- --- 1,287,432 Medicare shared savings expenses --- --- 824,084 824,084 --- --- --- --- General and administrative --- 2,116,159 --- 2,116,159 --- 2,084,630 --- 2,084,630 Depreciation and amortization 73,027 1,784 --- 74,811 46,561 1,784 --- 48,345 Total Operating Expenses 3,617,304 2,117,943 824,084 6,559,331 3,096,655 2,086,414 --- 5,183,069 Loss from operations $ (114,468 ) $ (2,117,943 ) $ 211,685 $ (2,020,726 ) $ (250,714 ) $ (2,086,414 ) $ --- $ (2,337,128 ) Other Segment Information Interest expense $ 35,096 $ 158,038 $ --- $ 193,134 $ 17,010 $ 159,219 $ --- $ 176,229 Loss on sales of marketable securities $ --- $ 281,606 $ --- $ 281,606 $ --- $ --- $ --- $ --- Loss on extinguishment of debt $ --- $ 1,347,371 $ --- $ 1,347,371 $ --- $ 62,459 $ --- $ 62,459 Financing cost $ --- $ --- $ --- $ --- $ --- $ 133,244 $ --- $ 133,244 Amortization of original issue and debt discounts on convertible notes $ --- $ 530,930 $ --- $ 530,930 $ --- $ 841,725 $ --- $ 841,725 Change in fair value of debt $ --- $ 198,764 $ --- $ 198,764 $ --- $ 88,991 $ --- $ 88,991 Change in fair value of derivative financial instruments $ --- $ (739,485 ) $ --- $ (739,485 ) $ --- $ (574,205 ) $ --- $ (574,205 ) Change in fair value of contingent acquisition consideration $ --- $ (687 ) $ --- $ (687 ) September 30, December 31, Identifiable assets $ 2,250,647 $ 952,716 $ 901,736 $ 4,105,099 $ 2,356,886 $ 117,802 $ --- $ 2,474,688 Goodwill $ --- $ --- $ 1,454,856 $ 1,454,856 $ 71,866 $ --- $ --- $ 71,866 The Digital Healthcare segment recognized revenue of $1,366 and $1,164 in the three months ended September 30, 2020 and 2019, respectively, and $3,797 and $5,075 in the nine months ended September 30, 2020 and 2019, respectively, related to subscription revenue billed to and paid for by the Company’s physicians for access to the HealthLynked Network. The revenue for Digital Healthcare and related expense for Health Services were eliminated on consolidation. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 18 – FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans which were extinguished and reissued and are therefore subject to fair value measurement, as well as derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate is not fixed. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached regarding fair value measurements as of September 30, 2020 and December 31, 2019: Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 1,153,279 $ 1,153,279 Contingent acquisition consideration --- --- 926,597 926,597 Total $ --- $ --- $ 2,079,876 $ 2,079,876 As of December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 723,482 $ 723,482 Notes payable to related party --- --- 193,007 193,007 Derivative financial instruments --- --- 991,288 991,288 Contingent acquisition consideration --- --- 500,000 500,000 Total $ --- $ --- $ 2,407,777 $ 2,407,777 The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Convertible notes payable $ (46,094 ) $ (22,899 ) $ (117,829 ) $ (70,921 ) Notes payable to related party (32,968 ) (5,986 ) (80,935 ) (18,070 ) Derivative financial instruments 12,802 158,691 739,485 574,205 Contingent acquisition consideration 45,996 --- 687 --- Total $ (20,264 ) $ 129,806 $ 541,408 $ 485,214 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS On October 19, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, MOD FL, LLC, a Florida limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), MedOfficeDirect L.L.C. (“MOD”) and certain of the members of MOD. The Merger Agreement provided that the Merger Sub would merge with and into MOD, with MOD surviving as a wholly-owned subsidiary of the Company (the “Merger”). As consideration for the Merger, the members of MOD are receiving consideration valued at up to $6,010,000, including (i) the issuance of an aggregate of 19,045,563 restricted shares of the Company’s common stock valued at to $2,704,470 upon the closing of the Merger (the “Closing Shares”), (ii) the issuance of an aggregate of up to 10,004,749 restricted shares of the Company’s common stock valued at up to $2,602,330 over a four year period based on MOD achieving certain revenue targets as set forth in the Merger Agreement (the “Earnout Shares”), and (iii) the partial satisfaction of certain outstanding debt obligations of MOD in the amount of $703,200 in cash by the Company. The Company and MOD completed the Merger by filing the Certificate of Merger with the Florida Department of State. As a result of the Merger, with MOD surviving as a wholly-owned subsidiary of the Company, the Company acquired all of the assets of MOD. MOD is a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States. With over 13,000 name brand medical products in over 150 different categories, MOD leverages Group Purchasing Organization pricing discounts with a small unit-of-measure direct-to-consumer shipping model to make ordering medical supplies both convenient and highly cost effective for its users. Dr. Michael Dent, the Chief Executive Officer and the Chairman of the Board of Directors of the Company, George O’Leary, the Chief Financial Officer and a director of the Company, and Robert Gasparini, a director of the Company, were members of MOD and received Merger Consideration in connection with the Merger as follows: (1) Dr. Dent received 10,573,745 Closing Shares and may earn up to 5,554,452 additional Earnout Shares, (2) Mr. O’Leary received 1,130,213 Closing Shares and may earn up to 593,707 additional Earnout Shares, and (3) Mr. Gasparini received 99,437 Closing Shares and may earn up to 52,235 additional Earnout Shares. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed assets. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”) using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption “Leases” in this Note 2 and in Note 9 for more detail on the Company’s accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures. Revenue Recognition Patient service revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arr angements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. Medicare Shared Savings Revenue The Company earns Medicare shared savings revenue based on performance of the population of patient lives for which it is accountable as an ACO against benchmarks established by the MSSP. Because the MSSP, which was formed in 2012, is relatively new and has limited historical experience, the Company cannot accurately predict the amount of shared savings that will be determined by CMS. Such amounts are determined annually when the Company is notified by CMS of the amount of shared savings earned. Accordingly, the Company recognizes Medicare shared savings revenue in the period in which the CMS notifies the Company of the exact amount of shared savings to be paid, which historically has occurred during the three-month period ended September 30 for the program year ended December 31 of the previous year. The Company was notified of the amount of Medicare shared savings and received payment for such savings in September 2020. Accordingly, the Company recognized Medicare shared savings revenue of $767,744 in the three and nine months ended September 30, 2020. Based on the ACO operating agreements, the Company bears all costs of the ACO operations until revenue is recognized. At that point, the Company shares in up to 100% of the revenue to recover its costs incurred. Consulting Revenue Also pursuant to ASC 606, the Company recognizes service revenue as services are provided, with any unearned but paid amounts recorded a deferred revenue liability at each balance sheet date. Deferred Revenue The Company’s deferred revenue liability balance was $51,714 and $-0- as of September 30, 2020 and December 31, 2019. Provider shared savings expense Provider shared savings expense represents payments made to the ACO’s participating providers. The pool of provider shared savings expense paid to all participating providers, as well as the amounts paid to each individual participating provider from the pool, is determined by ACO management. Shared Savings expense is recognized in the period in which the size of the payment pool is determined, which typically corresponds the period in which the shared saving payment is received from CMS and shared savings revenue is recognized. This typically occurs in the second half of the year following the completion of the program year. The Company was notified of the amount of Medicare shared savings and received payment for such savings in September 2020 totaling $767,744, of which $388,884 had been determined to provider shared savings expense that will be paid to the providers in the fourth quarter of 2020. This amount was recognized as provider shared savings expense and accrued as of September 30, 2020. Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts receivable are recorded at this net amount. As of and September 30, 2020 and December 31, 2019, the Company’s gross patient services accounts receivable were $190,492 and $188,503, respectively, and net patient services accounts receivable were $97,819 and $97,223, respectively, based upon net reporting of accounts receivable. As of September 30, 2020 and December 31, 2019, the Company’s allowance of doubtful accounts was $13,972 and $13,972, respectively. The Company also had $109,897 accounts receivable related to amounts billed under consulting contracts. Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company adopted ASU 2016-02 in the first quarter of 2019. See Note 9 for more complete details on balances as of the reporting periods presented herein. The adoption had no material impact on cash provided by or used in operating, investing or financing activities on the Company’s unaudited condensed consolidated statements of cash flows. Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three or nine months ended September 30, 2020 or 2019. Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of or for the periods ended September 30, 2020 or 2019. Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.” Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ; ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Prior to January 1, 2020, the Company utilized the closed-form Black-Scholes option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. Effective January 1, 2020, the Company changed to a binomial lattice option pricing model. The Company believes that the binomial lattice model results in a better estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fair value these instruments and, unlike the Black-Scholes model, also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments. Stock-Based Compensation The Company accounts for stock-based compensation to employees and nonemployees under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. In prior periods, the Company used the Black-Scholes pricing model. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three and nine months ended September 30, 2020 or 2019, since the Company has sustained a loss for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Deemed dividend The Company incurs a deemed dividend on Series B Convertible Preferred Voting Stock (the “Series B Preferred”). As the intrinsic price per share of the Series B Preferred was less than the deemed fair value of the Company’s common stock on the date of issuance of the Series B Preferred, the Series B Preferred contains a beneficial conversion feature as described in FASB ASC 470-20, “Debt with Conversion and Other Options.” The difference in the stated conversion price and estimated fair value of the common stock is accounted for as a beneficial conversion feature and affects income or loss available to common stockholders for purposes of earnings per share available to common stockholders. Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and nine months ended September 30, 2020 and 2019, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of September 30, 2020 and December 31, 2019, potentially dilutive securities were comprised of (i) 50,470,118 and 47,056,293 warrants outstanding, respectively, (ii) 3,249,250 and 3,269,250 stock options outstanding, respectively, (iii) 10,298,333 and 23,210,423 shares issuable upon conversion of convertible notes, respectively, (iv) 300,000 and 332,500 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, and (v) up to 13,750,000 shares of common stock issuable upon conversion of Series B Preferred. Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. In prior periods, the Company used the Black-Scholes pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 15, Shareholders’ Equity (Deficit) Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has three operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice, the NCFM practice acquired in April 2019 and the BTG physical therapy practice launched in 2020), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), and ACO/MSO (comprised of the ACO/MSO business acquired with CHM in May 2020, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP). Recent Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”) using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption “Leases” in this Note 2 and in Note 9 for more detail on the Company’s accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures. |
Recent Accounting Pronouncements | ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption “Leases” in this Note 2 and in Note 9 for more detail on the Company’s accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures. Revenue Recognition Patient service revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arr angements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. Medicare Shared Savings Revenue The Company earns Medicare shared savings revenue based on performance of the population of patient lives for which it is accountable as an ACO against benchmarks established by the MSSP. Because the MSSP, which was formed in 2012, is relatively new and has limited historical experience, the Company cannot accurately predict the amount of shared savings that will be determined by CMS. Such amounts are determined annually when the Company is notified by CMS of the amount of shared savings earned. Accordingly, the Company recognizes Medicare shared savings revenue in the period in which the CMS notifies the Company of the exact amount of shared savings to be paid, which historically has occurred during the three-month period ended September 30 for the program year ended December 31 of the previous year. The Company was notified of the amount of Medicare shared savings and received payment for such savings in September 2020. Accordingly, the Company recognized Medicare shared savings revenue of $767,744 in the three and nine months ended September 30, 2020. Based on the ACO operating agreements, the Company bears all costs of the ACO operations until revenue is recognized. At that point, the Company shares in up to 100% of the revenue to recover its costs incurred. Consulting Revenue Also pursuant to ASC 606, the Company recognizes service revenue as services are provided, with any unearned but paid amounts recorded a deferred revenue liability at each balance sheet date. Deferred Revenue The Company’s deferred revenue liability balance was $51,714 and $-0- as of September 30, 2020 and December 31, 2019. Provider shared savings expense Provider shared savings expense represents payments made to the ACO’s participating providers. The pool of provider shared savings expense paid to all participating providers, as well as the amounts paid to each individual participating provider from the pool, is determined by ACO management. Shared Savings expense is recognized in the period in which the size of the payment pool is determined, which typically corresponds the period in which the shared saving payment is received from CMS and shared savings revenue is recognized. This typically occurs in the second half of the year following the completion of the program year. The Company was notified of the amount of Medicare shared savings and received payment for such savings in September 2020 totaling $767,744, of which $388,884 had been determined to provider shared savings expense that will be paid to the providers in the fourth quarter of 2020. This amount was recognized as provider shared savings expense and accrued as of September 30, 2020. Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts receivable are recorded at this net amount. As of and September 30, 2020 and December 31, 2019, the Company’s gross patient services accounts receivable were $190,492 and $188,503, respectively, and net patient services accounts receivable were $97,819 and $97,223, respectively, based upon net reporting of accounts receivable. As of September 30, 2020 and December 31, 2019, the Company’s allowance of doubtful accounts was $13,972 and $13,972, respectively. The Company also had $109,897 accounts receivable related to amounts billed under consulting contracts. Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company adopted ASU 2016-02 in the first quarter of 2019. See Note 9 for more complete details on balances as of the reporting periods presented herein. The adoption had no material impact on cash provided by or used in operating, investing or financing activities on the Company’s unaudited condensed consolidated statements of cash flows. Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three or nine months ended September 30, 2020 or 2019. Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of or for the periods ended September 30, 2020 or 2019. Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.” Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ; ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Prior to January 1, 2020, the Company utilized the closed-form Black-Scholes option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. Effective January 1, 2020, the Company changed to a binomial lattice option pricing model. The Company believes that the binomial lattice model results in a better estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fair value these instruments and, unlike the Black-Scholes model, also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments. Stock-Based Compensation The Company accounts for stock-based compensation to employees and nonemployees under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. In prior periods, the Company used the Black-Scholes pricing model. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three and nine months ended September 30, 2020 or 2019, since the Company has sustained a loss for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Deemed dividend The Company incurs a deemed dividend on Series B Convertible Preferred Voting Stock (the “Series B Preferred”). As the intrinsic price per share of the Series B Preferred was less than the deemed fair value of the Company’s common stock on the date of issuance of the Series B Preferred, the Series B Preferred contains a beneficial conversion feature as described in FASB ASC 470-20, “Debt with Conversion and Other Options.” The difference in the stated conversion price and estimated fair value of the common stock is accounted for as a beneficial conversion feature and affects income or loss available to common stockholders for purposes of earnings per share available to common stockholders. Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and nine months ended September 30, 2020 and 2019, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of September 30, 2020 and December 31, 2019, potentially dilutive securities were comprised of (i) 50,470,118 and 47,056,293 warrants outstanding, respectively, (ii) 3,249,250 and 3,269,250 stock options outstanding, respectively, (iii) 10,298,333 and 23,210,423 shares issuable upon conversion of convertible notes, respectively, (iv) 300,000 and 332,500 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, and (v) up to 13,750,000 shares of common stock issuable upon conversion of Series B Preferred. Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. In prior periods, the Company used the Black-Scholes pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 15, Shareholders’ Equity (Deficit) Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has three operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice, the NCFM practice acquired in April 2019 and the BTG physical therapy practice launched in 2020), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), and ACO/MSO (comprised of the ACO/MSO business acquired with CHM in May 2020, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP). Recent Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”) using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption “Leases” in this Note 2 and in Note 9 for more detail on the Company’s accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASC Update No 2018-02 (Topic 220) Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated other comprehensive income (“AOCI”) resulting from the enactment of the Tax Cuts and Jobs Act (“TCJA”). The updated guidance is effective for interim and annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. In July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance with effective dates for annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our unaudited condensed consolidated Financial Statements. |
Revenue Recognition | Revenue Recognition Patient service revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arr angements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. Medicare Shared Savings Revenue The Company earns Medicare shared savings revenue based on performance of the population of patient lives for which it is accountable as an ACO against benchmarks established by the MSSP. Because the MSSP, which was formed in 2012, is relatively new and has limited historical experience, the Company cannot accurately predict the amount of shared savings that will be determined by CMS. Such amounts are determined annually when the Company is notified by CMS of the amount of shared savings earned. Accordingly, the Company recognizes Medicare shared savings revenue in the period in which the CMS notifies the Company of the exact amount of shared savings to be paid, which historically has occurred during the three-month period ended September 30 for the program year ended December 31 of the previous year. The Company was notified of the amount of Medicare shared savings and received payment for such savings in September 2020. Accordingly, the Company recognized Medicare shared savings revenue of $767,744 in the three and nine months ended September 30, 2020. Based on the ACO operating agreements, the Company bears all costs of the ACO operations until revenue is recognized. At that point, the Company shares in up to 100% of the revenue to recover its costs incurred. Consulting Revenue Also pursuant to ASC 606, the Company recognizes service revenue as services are provided, with any unearned but paid amounts recorded a deferred revenue liability at each balance sheet date. Deferred Revenue The Company’s deferred revenue liability balance was $51,714 and $-0- as of September 30, 2020 and December 31, 2019. Provider shared savings expense Provider shared savings expense represents payments made to the ACO’s participating providers. The pool of provider shared savings expense paid to all participating providers, as well as the amounts paid to each individual participating provider from the pool, is determined by ACO management. Shared Savings expense is recognized in the period in which the size of the payment pool is determined, which typically corresponds the period in which the shared saving payment is received from CMS and shared savings revenue is recognized. This typically occurs in the second half of the year following the completion of the program year. The Company was notified of the amount of Medicare shared savings and received payment for such savings in September 2020 totaling $767,744, of which $388,884 had been determined to provider shared savings expense that will be paid to the providers in the fourth quarter of 2020. This amount was recognized as provider shared savings expense and accrued as of September 30, 2020 |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. |
Accounts Receivable | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts receivable are recorded at this net amount. As of and September 30, 2020 and December 31, 2019, the Company’s gross patient services accounts receivable were $190,492 and $188,503, respectively, and net patient services accounts receivable were $97,819 and $97,223, respectively, based upon net reporting of accounts receivable. As of September 30, 2020 and December 31, 2019, the Company’s allowance of doubtful accounts was $13,972 and $13,972, respectively. The Company also had $109,897 accounts receivable related to amounts billed under consulting contracts. |
Leases | Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company adopted ASU 2016-02 in the first quarter of 2019. See Note 9 for more complete details on balances as of the reporting periods presented herein. The adoption had no material impact on cash provided by or used in operating, investing or financing activities on the Company’s unaudited condensed consolidated statements of cash flows. |
Inventory | Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three or nine months ended September 30, 2020 or 2019. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of or for the periods ended September 30, 2020 or 2019. |
Convertible Notes | Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.” |
Derivative Financial Instruments | Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ; ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Prior to January 1, 2020, the Company utilized the closed-form Black-Scholes option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. Effective January 1, 2020, the Company changed to a binomial lattice option pricing model. The Company believes that the binomial lattice model results in a better estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fair value these instruments and, unlike the Black-Scholes model, also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation to employees and nonemployees under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. In prior periods, the Company used the Black-Scholes pricing model. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three and nine months ended September 30, 2020 or 2019, since the Company has sustained a loss for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Deemed dividend The Company incurs a deemed dividend on Series B Convertible Preferred Voting Stock (the “Series B Preferred”). As the intrinsic price per share of the Series B Preferred was less than the deemed fair value of the Company’s common stock on the date of issuance of the Series B Preferred, the Series B Preferred contains a beneficial conversion feature as described in FASB ASC 470-20, “Debt with Conversion and Other Options.” The difference in the stated conversion price and estimated fair value of the common stock is accounted for as a beneficial conversion feature and affects income or loss available to common stockholders for purposes of earnings per share available to common stockholders. Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and nine months ended September 30, 2020 and 2019, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of September 30, 2020 and December 31, 2019, potentially dilutive securities were comprised of (i) 50,470,118 and 47,056,293 warrants outstanding, respectively, (ii) 3,249,250 and 3,269,250 stock options outstanding, respectively, (iii) 10,298,333 and 23,210,423 shares issuable upon conversion of convertible notes, respectively, (iv) 300,000 and 332,500 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, and (v) up to 13,750,000 shares of common stock issuable upon conversion of Series B Preferred. Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. In prior periods, the Company used the Black-Scholes pricing model. |
Income Taxes | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three and nine months ended September 30, 2020 or 2019, since the Company has sustained a loss for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. |
Recurring Fair Value Measurements | Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. |
Deemed dividend | Deemed dividend The Company incurs a deemed dividend on Series B Convertible Preferred Voting Stock (the “Series B Preferred”). As the intrinsic price per share of the Series B Preferred was less than the deemed fair value of the Company’s common stock on the date of issuance of the Series B Preferred, the Series B Preferred contains a beneficial conversion feature as described in FASB ASC 470-20, “Debt with Conversion and Other Options.” The difference in the stated conversion price and estimated fair value of the common stock is accounted for as a beneficial conversion feature and affects income or loss available to common stockholders for purposes of earnings per share available to common stockholders. |
Net Loss per Share | Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and nine months ended September 30, 2020 and 2019, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of September 30, 2020 and December 31, 2019, potentially dilutive securities were comprised of (i) 50,470,118 and 47,056,293 warrants outstanding, respectively, (ii) 3,249,250 and 3,269,250 stock options outstanding, respectively, (iii) 10,298,333 and 23,210,423 shares issuable upon conversion of convertible notes, respectively, (iv) 300,000 and 332,500 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, and (v) up to 13,750,000 shares of common stock issuable upon conversion of Series B Preferred. |
Common stock awards | Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. |
Warrants | Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. In prior periods, the Company used the Black-Scholes pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 15, Shareholders’ Equity (Deficit) |
Business Segments | Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has three operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice, the NCFM practice acquired in April 2019 and the BTG physical therapy practice launched in 2020), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), and ACO/MSO (comprised of the ACO/MSO business acquired with CHM in May 2020, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP). |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of consideration paid for HCFM | Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Contingent acquisition consideration subject to earn-out 299,672 Fair Value of Total Consideration $ 1,799,672 |
Schedule of estimated fair values of the assets acquired | Cash $ 35,000 Hyperbaric Chambers 452,289 Medical Equipment 29,940 Computer Equipment/Software 19,739 Office Furniture & Equipment 23,052 Inventory 72,114 Leasehold Improvements 25,000 Website 41,000 Patient Management Platform Database 1,101,538 Fair Value of Identifiable Assets Acquired $ 1,799,672 |
Schedule of fair value represents a transaction value | Cash paid at closing $ 214,000 Shares issued at closing 201,675 Cash and shares contingent upon 2019 program year MSSP payment target 778,192 Cash contingent upon four-year earn-out 279,593 $ 1,473,460 |
Schedule of estimated fair values of the assets acquired and liabilities | Cash $ 49,995 Accounts receivable 90,197 Prepayments 15,294 ACO physician contracts 1,073,000 Goodwill 381,856 Accounts payable (32,846 ) Deferred revenue (104,034 ) Fair Value of Identifiable Assets Acquired and Liabilities Assumed $ 1,473,460 |
Schedule of pro forma consolidated income statement as if HCFM and CHM had been included in the consolidated results | Nine Months Ended 2020 2019 Revenue $ 4,740,283 $ 3,741,591 Net loss $ (3,846,293 ) $ (2,994,648 ) |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | September 30, December 31, 2020 2019 Capital lease equipment $ --- $ 251,752 Medical equipment 484,126 482,229 Furniture, telephone and office equipment 792,519 529,123 Total property, plant and equipment 1,276,645 1,263,104 Less: accumulated depreciation (817,971 ) (749,316 ) Property, plant and equipment, net $ 458,674 $ 513,788 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | September 30, December 31, 2020 2019 NCFM: Medical database $ 1,101,538 $ 1,230,000 NCFM: Website 41,000 41,000 CHM: ACO physician contracts 1,073,000 --- Goodwill 381,856 71,866 Total intangible assets 2,597,394 1,342,866 Less: accumulated amortization (12,064 ) (5,908 ) Intangible assets, net $ 2,585,330 $ 1,336,958 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of lease-related assets and liabilities | As of September 30, 2020 As of December 31, 2019 Operating Financing Total Operating Financing Total Leases Leases Leases Leases Leases Leases Lease assets $ 297,050 $ --- $ 297,050 $ 273,196 $ 4,482 $ 277,678 Lease liabilities Lease liabilities (short term) $ 105,233 $ --- $ 105,233 $ 197,041 $ 4,482 $ 201,523 Lease liabilities (long term) 198,667 --- 198,667 80,510 --- 80,510 Total lease liabilities $ 303,900 $ --- $ 303,900 $ 277,551 $ 4,482 $ 282,033 |
Schedule of lease expense | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Operating leases $ 61,526 $ 85,573 $ 242,891 $ 239,974 Financing leases --- 4,587 4,587 13,761 Total lease expense $ 61,526 $ 90,160 $ 247,478 $ 253,735 |
Schedule of maturities of operating and capital lease liabilities | Operating Capital Total Leases Leases Commitments 2020 $ 50,882 $ --- $ 50,882 2021 205,430 --- 205,430 2022 159,561 --- 159,561 2023 68,457 --- 68,457 Total lease payments 484,330 --- 484,330 Less interest (180,430 ) --- (180,430 ) Present value of lease liabilities $ 303,900 $ --- $ 303,900 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of amounts related to deferred contract revenue | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Balance, beginning of period $ 106,281 $ --- $ --- $ --- Acquisition of CHM --- --- 104,034 --- Payments received for unearned revenue 163,038 --- 215,705 --- Revenue earned (217,605 ) --- (268,025 ) --- Balance, end of period $ 51,714 $ --- $ 51,714 $ --- |
Notes Payable and Other Amoun_2
Notes Payable and Other Amounts Due to Related Party (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of amounts due to related parties | September 30, December 31, 2020 2019 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent --- 192,857 Total due to related party 300,600 493,457 Notes payable to related party: Notes payable to Dr. Michael Dent and family (all current) $ --- $ 743,955 |
Schedule of notes payable | Interest September 30, December 31, Inception Date Maturity Date Rate 2020 2019 January 12, 2017 December 31, 2020 10% $ --- $ 38,378 * January 18, 2017 December 31, 2020 10% --- 21,904 * January 24, 2017 December 31, 2020 10% --- 54,696 * February 9, 2017 December 31, 2020 10% --- 32,715 * April 20, 2017 December 31, 2020 10% --- 10,754 * June 15, 2017 December 31, 2020 10% --- 34,560 * August 17, 2017 December 31, 2020 10% --- 20,997 * August 24, 2017 December 31, 2020 10% --- 39,312 * September 7, 2017 December 31, 2020 10% --- 36,586 * September 21, 2017 December 31, 2020 10% --- 27,621 * September 29, 2017 December 31, 2020 10% --- 12,487 * December 21, 2017 December 31, 2020 10% --- 14,318 * January 8, 2018 December 31, 2020 10% --- 76,415 * January 11, 2018 December 31, 2020 10% --- 9,164 * January 26, 2018 December 31, 2020 10% --- 17,712 * January 3, 2014 December 31, 2020 10% --- 296,336 * $ --- $ 743,955 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Convertible Notes Payable 1 [Abstract] | |
Schedule of convertible notes payable | September 30, December 31, 2020 2019 $550k Note - July 2016 $ 607,628 * $ 548,010 * $50k Note - July 2016 63,053 * 56,866 * $111k Note - May 2017 118,108 * 118,606 * $357.5k Note - April 2019 364,490 * 328,728 * $154k Note - June 2019 --- 50,000 $136k Notes - July 2019 --- 135,850 $78k Note III - July 2019 --- 78,000 $230k Note - July 2019 --- 230,000 $108.9k Note - August 2019 --- 108,947 $142.5k Note - October 2019 --- 142,500 $103k Note V - October 2019 --- 103,000 $108.9k Note II - October 2019 --- 108,947 $128.5k Note - October 2019 --- 128,500 $103k Note VI - November 2019 --- 103,000 $78.8k Note II - December 2019 --- 78,750 1,153,279 2,319,704 Less: unamortized discount --- (777,668 ) Convertible notes payable, net of original issue discount and debt discount $ 1,153,279 $ 1,542,036 |
Schedule of Interest expense | Amortization of Debt Discount Three Months Ended Nine Months Ended 2020 2019 2020 2019 $103k Note I - October 2018 $ --- $ --- $ --- $ 33,972 $103k Note II - November 2018 --- --- --- 44,952 $153k Note - November 2018 --- 1,733 --- 91,451 $103k Note III - December 2018 --- --- --- 42,611 $78k Note I - January 2019 --- 4,286 --- 52,000 $78k Note II - January 2019 --- 6,346 --- 47,858 $103k Note III - April 2019 --- 28,628 --- 56,012 $104.5k Note - April 2019 --- 26,268 --- 49,109 $104.5k Note II - April 2019 --- 26,268 --- 49,109 $357.5k Note - April 2019 --- 91,230 --- 166,593 $103k Note IV - May 2019 --- 31,906 --- 50,633 $154k Note - June 2019 --- 38,710 1,093 50,071 $67.9k Note - July 2019 --- 16,277 7,252 16,277 $67.9k Note II - July 2019 --- 16,277 2,813 16,277 $78k Note III - July 2019 --- 20,512 6,208 20,512 $230k Note - July 2019 --- 46,503 58,527 46,503 $108.9k Note - August 2019 --- 7,784 21,038 7,785 $142.5k Note - October 2019 21,804 --- 92,663 --- $103k Note V - October 2019 --- --- 29,143 --- $108.9k Note II - October 2019 --- --- 33,205 --- $128.5k Note - October 2019 --- --- 51,705 --- $103k Note VI - November 2019 --- --- 39,450 --- $78.8k Note II - December 2019 --- --- 27,111 --- $131.3k Note - January 2020 1,158 --- 16,205 --- $78k Note IV - January 2020 1,608 --- 14,955 --- $157.5k Note - March 2020 7,432 --- 20,044 --- $157.5k Note II - April 2020 9,127 --- 21,436 --- $135k Note - April 2020 7,744 --- 17,718 --- $83k Note II - April 2020 6,675 --- 13,767 --- $128k Note - April 2020 10,268 --- 18,097 --- $ 65,816 $ 362,728 $ 492,430 $ 841,725 |
Schedule of unamortized debt discount on outstanding convertible notes payable | Unamortized Discount as of September 30, December 31, 2020 2019 $154k Note - June 2019 $ --- $ 21,175 $67.9k Note - July 2019 --- 20,497 $67.9k Note II - July 2019 --- 20,497 $78k Note III - July 2019 --- 32,657 $230k Note - July 2019 --- 125,684 $108.9k Note - August 2019 --- 59,392 $142.5k Note - October 2019 --- 107,070 $103k Note V - October 2019 --- 70,686 $108.9k Note II - October 2019 --- 72,592 $128.5k Note - October 2019 --- 106,732 $103k Note VI - November 2019 --- 81,740 $78.8k Note II - December 2019 --- 58,946 $ --- $ 777,668 |
Schedule of Interest expense | Interest Expense Three Months Ended Nine Months Ended 2020 2019 2020 2019 $550k Note - July 2016 $ 8,318 $ 8,318 $ 24,773 $ 24,682 $50k Note - July 2016 1,260 1,260 3,753 3,740 $111k Note - May 2017 2,042 4,168 8,755 12,369 $171.5k Note - October 2017 --- --- --- 1,785 $103k Note I - October 2018 --- --- --- 2,653 $103k Note II - November 2018 --- --- --- 3,584 $153k Note - November 2018 --- 297 --- 7,008 $103k Note III - December 2018 --- --- --- 4,261 $78k Note I - January 2019 --- 321 --- 3,889 $78k Note II - January 2019 --- 513 --- 3,868 $103k Note III - April 2019 --- 2,596 --- 5,079 $104.5k Note - April 2019 --- 2,634 --- 4,924 $104.5k Note II - April 2019 --- 2,634 --- 4,924 $357.5k Note - April 2019 9,012 12,650 18,751 23,101 $103k Note IV - May 2019 --- 2,596 --- 4,120 $154k Note - June 2019 --- 3,882 46 5,021 $67.9k Note - July 2019 --- 1,507 707 1,507 $67.9k Note II - July 2019 --- 1,507 177 1,507 $78k Note III - July 2019 --- 1,624 492 1,624 $230k Note - July 2019 --- 4,663 3,041 4,663 $108.9k Note - August 2019 --- 1,045 2,564 1,045 $142.5k Note - October 2019 3,592 --- 12,884 --- $103k Note V - October 2019 --- --- 2,653 --- $108.9k Note II - October 2019 --- --- 3,970 --- $128.5k Note - October 2019 --- --- 5,149 --- $103k Note VI - November 2019 --- --- 3,527 --- $78.8k Note II - December 2019 --- --- 3,344 --- $131.3k Note - January 2020 467 --- 6,545 --- $78k Note IV - January 2020 427 --- 3,975 --- $157.5k Note - March 2020 2,848 --- 7,681 --- $157.5k Note II - April 2020 2,848 --- 6,688 --- $135k Note - April 2020 2,441 --- 5,585 --- $83k Note II - April 2020 1,819 --- 3,752 --- $128k Note - April 2020 2,805 --- 4,945 --- $ 37,879 $ 52,215 $ 133,757 $ 125,354 |
Schedule of allocation of proceeds at inception | Change in Fair Value of Debt Fair Value of Debt as of Three Months Ended Nine Months Ended September 30, December 31, 2020 2019 2020 2019 2020 2019 $550k Note - July 2016 $ 24,285 $ 17,455 $ 59,618 $ 52,708 $ 607,629 $ 548,010 $50k Note - July 2016 2,520 1,770 6,187 5,343 63,053 56,866 $111k Note - May 2017 4,721 3,674 16,261 11,089 118,108 118,606 $171.5k Note - October 2017 --- --- --- 1,781 --- --- $357.5k Note - April 2019 14,567 --- 35,763 --- 364,490 328,727 $ 46,093 $ 22,899 $ 117,829 $ 70,921 $ 1,153,280 $ 1,052,209 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative financial instruments | Three Months Ended Nine Months Ended September 30, 2020 2019 2020 2019 Balance, beginning of period $ 257,384 $ 632,605 $ 991,288 $ 800,440 Inception of derivative financial instruments --- 472,644 211,498 1,276,703 Change in fair value of derivative financial instruments (12,802 ) (158,691 ) (739,485 ) (574,205 ) Conversion or extinguishment of derivative financial instruments (244,582 ) (119,898 ) (463,301 ) (676,278 ) Balance, end of period $ --- $ 826,660 $ -- $ 826,660 |
Schedule of fair market value of the derivative financial instruments measured using assumptions | Nine Months Ended 2020 2019 Pricing model utilized Binomial Lattice Black/Scholes Risk free rate range 0.05% to 1.61% 1.75% to 2.73% Expected life range (in years) 0.14 to 1.00 0.01 to 1.00 Volatility range 117.48% to 144.51% 119.04% to 293.97% Dividend yield 0.00% 0.00% |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Shareholders' Equity (Deficit) (Tables) [Line Items] | |
Schedule of common stock issuable | September 30, December 31, Amount Shares Amount Shares Shares earned by consultants, employees and directors but not yet issued $ 181,343 1,458,095 $ 100,538 568,142 Shares issuable pursuant to stock subscriptions received 749 7,143 59,000 479,762 $ 182,092 1,465,238 $ 159,538 1,047,904 |
Schedule of stock warrants | 2020 2019 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 47,056,293 $ 0.17 46,161,463 $ 0.18 Granted during the period 3,463,825 $ 0.20 1,805,001 $ 0.35 Exercised during the period --- $ --- (4,099,256 ) $ (0.00 ) Expired during the period (50,000 ) $ 0.40 --- $ --- Outstanding at end of the period 50,470,118 $ 0.18 43,867,208 $ 0.20 Exercisable at end of the period 50,470,118 $ 0.18 43,867,208 $ 0.20 Weighted average remaining life 3.4 years 3.0 years |
Schedule of stock options outstanding | 2020 2019 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 3,269,250 $ 0.21 3,707,996 $ 0.18 Granted during the period 60,000 $ 0.09 1,078,750 $ 0.26 Exercised during the period --- $ --- (154,166 ) $ 0.20 Forfeited during the period (80,000 ) $ 0.26 (595,830 ) $ 0.20 Outstanding at end of the period 3,249,250 $ 0.20 4,036,750 $ 0.20 Options exercisable at period-end 2,012,375 1,486,000 Weighted average remaining life (in years) 7.0 7.9 Weighted average grant date fair value of options granted during the period $ 0.07 $ 0.20 Options available for grant at period-end 9,775,903 9,592,868 |
Schedule of fair value of the warrant | Nine Months Ended September 30, 2020 2019 Pricing model utilized Binomial Lattice Black/Scholes Risk free rate range 0.19% to 1.59% 1.66% to 2.52% Expected life range (in years) 5.00 years 3.00 to 5.00 Volatility range 119.69% to 132.19% 119.34% to 212.98% Dividend yield 0.00% 0.00% |
Schedule of stock warrants outstanding | 2020 2019 Outstanding at beginning of the period 1,874,063 1,738,750 Granted during the period 664,465 135,313 Terminated during the period (62,500 ) --- Outstanding at end of the period 2,476,028 1,874,063 Shares vested at period-end 2,176,028 1,510,313 Weighted average grant date fair value of shares granted during the period $ 0.14 $ 0.26 Aggregate grant date fair value of shares granted during the period $ 18,760 $ 12,805 Shares available for grant pursuant to EIP at period-end 9,778,403 9,592,868 |
Employee Equity Incentive Plan [Member] | |
Shareholders' Equity (Deficit) (Tables) [Line Items] | |
Schedule of shares issued and outstanding under the EIP outstanding | 2020 2019 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 332,500 $ 0.17 540,000 $ 0.16 Granted 664,465 $ 0.14 --- $ --- Vested (609,465 ) $ 0.14 (176,250 ) $ 0.16 Forfeited (87,500 ) $ 0.06 --- $ --- Nonvested at end of period 300,000 $ 0.20 363,750 $ 0.16 |
Employee Stock [Member] | |
Shareholders' Equity (Deficit) (Tables) [Line Items] | |
Schedule of stock warrants outstanding | Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ --- to 0.10 1,283,000 5.2 $ 0.08 1,283,000 0.08 $ 0.11 to 0.31 1,966,250 8.1 $ 0.28 729,375 0.29 $ 0.08 to 0.31 3,249,250 7.0 $ 0.20 2,012,375 $ 0.16 |
Schedule of non-vested shares issued | 2020 2019 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 1,636,250 $ 0.22 2,332,413 $ 0.13 Granted 60,000 $ 0.07 1,078,750 $ 0.20 Vested (379,375 ) $ 0.20 (264,583 ) $ 0.18 Forfeited (80,000 ) $ 0.21 (595,830 ) $ 0.02 Nonvested at end of period 1,236,875 $ 0.21 2,550,750 $ 0.18 |
Warrant [Member] | |
Shareholders' Equity (Deficit) (Tables) [Line Items] | |
Schedule of stock options outstanding | Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.0001 to 0.09 15,287,011 4.2 $ 0.07 15,287,011 $ 0.07 $ 0.10 to 0.24 21,125,618 3.0 $ 0.18 21,125,618 $ 0.18 $ 0.25 to 0.49 10,117,489 3.7 $ 0.28 10,117,489 $ 0.28 $ 0.50 to 1.00 3,940,000 1.4 $ 0.28 3,940,000 $ 0.28 $ 0.05 to 1.00 50,470,118 3.4 $ 0.18 50,470,118 $ 0.18 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of maturities operating lease liabilities | 2020 $ 50,882 2021 205,430 2022 159,561 2023 68,457 Total lease payments 484,330 Less interest (180,430 ) Present value of lease liabilities $ 303,900 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Health Services Digital Healthcare ACO / MSO Total Health Services Digital Healthcare ACO / MSO Total Revenue Patient service revenue, net $ 1,054,806 $ --- $ --- $ 1,054,806 $ 1,172,561 $ --- $ --- $ 1,172,561 Medicare shared savings revenue --- --- 767,744 767,744 --- --- --- --- Consulting revenue --- --- 217,605 217,605 --- --- --- --- Total revenue 1,054,806 --- 985,349 2,040,155 1,172,561 --- --- 1,172,561 Operating Expenses Practice salaries and benefits 590,690 --- --- 590,690 708,571 --- --- 708,571 Other practice operating expenses 548,667 --- --- 548,667 521,341 --- --- 521,341 Medicare shared savings expenses --- --- 759,848 759,848 --- --- --- --- General and administrative --- 958,874 --- 958,874 --- 733,360 --- 733,360 Depreciation and amortization 24,557 594 --- 25,151 24,385 595 --- 24,980 Total Operating Expenses 1,163,914 959,468 759,848 2,883,230 1,254,297 733,955 --- 1,988,252 Loss from operations $ (109,108 ) $ (959,468 ) $ 225,501 $ (843,075 ) $ (81,736 ) $ (733,955 ) $ --- $ (815,691 ) Other Segment Information Interest expense $ 23,186 $ 49,349 $ --- $ 72,535 $ 5,165 $ 64,397 $ --- $ 69,562 Loss on sales of marketable securities $ --- $ 281,606 $ --- $ 281,606 $ --- $ --- $ --- $ --- Loss on extinguishment of debt $ --- $ 450,999 $ --- $ 450,999 $ --- $ (4,904 ) $ --- $ (4,904 ) Financing cost $ --- $ --- $ --- $ --- $ --- $ 12,009 $ --- $ 12,009 Amortization of original issue and debt discounts on convertible notes $ --- $ 65,816 $ --- $ 65,816 $ --- $ 362,728 $ --- $ 362,728 Change in fair value of debt $ --- $ 79,062 $ --- $ 79,062 $ --- $ 28,885 $ --- $ 28,885 Change in fair value of derivative financial instruments $ --- $ (12,802 ) $ --- $ (12,802 ) $ --- $ (158,691 ) $ --- $ (158,691 ) Change in fair value of contingent acquisition consideration $ --- $ (45,996 ) $ --- $ (45,996 ) $ --- $ --- $ --- $ --- Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Health Services Digital Healthcare ACO / MSO Total Health Services Digital Healthcare ACO / MSO Total Revenue Patient service revenue, net $ 3,502,836 $ --- $ --- $ 3,502,836 $ 2,845,941 $ --- $ --- $ 2,845,941 Medicare shared savings revenue --- --- 767,744 767,744 --- --- --- --- Consulting revenue --- --- 268,025 268,025 --- --- --- --- Total revenue 3,502,836 --- 1,035,769 4,538,605 2,845,941 --- --- 2,845,941 Operating Expenses Practice salaries and benefits 1,910,897 --- --- 1,910,897 1,762,662 --- --- 1,762,662 Other practice operating expenses 1,633,380 --- --- 1,633,380 1,287,432 --- --- 1,287,432 Medicare shared savings expenses --- --- 824,084 824,084 --- --- --- --- General and administrative --- 2,116,159 --- 2,116,159 --- 2,084,630 --- 2,084,630 Depreciation and amortization 73,027 1,784 --- 74,811 46,561 1,784 --- 48,345 Total Operating Expenses 3,617,304 2,117,943 824,084 6,559,331 3,096,655 2,086,414 --- 5,183,069 Loss from operations $ (114,468 ) $ (2,117,943 ) $ 211,685 $ (2,020,726 ) $ (250,714 ) $ (2,086,414 ) $ --- $ (2,337,128 ) Other Segment Information Interest expense $ 35,096 $ 158,038 $ --- $ 193,134 $ 17,010 $ 159,219 $ --- $ 176,229 Loss on sales of marketable securities $ --- $ 281,606 $ --- $ 281,606 $ --- $ --- $ --- $ --- Loss on extinguishment of debt $ --- $ 1,347,371 $ --- $ 1,347,371 $ --- $ 62,459 $ --- $ 62,459 Financing cost $ --- $ --- $ --- $ --- $ --- $ 133,244 $ --- $ 133,244 Amortization of original issue and debt discounts on convertible notes $ --- $ 530,930 $ --- $ 530,930 $ --- $ 841,725 $ --- $ 841,725 Change in fair value of debt $ --- $ 198,764 $ --- $ 198,764 $ --- $ 88,991 $ --- $ 88,991 Change in fair value of derivative financial instruments $ --- $ (739,485 ) $ --- $ (739,485 ) $ --- $ (574,205 ) $ --- $ (574,205 ) Change in fair value of contingent acquisition consideration $ --- $ (687 ) $ --- $ (687 ) |
Schedule of segment assets information | September 30, December 31, Identifiable assets $ 2,250,647 $ 952,716 $ 901,736 $ 4,105,099 $ 2,356,886 $ 117,802 $ --- $ 2,474,688 Goodwill $ --- $ --- $ 1,454,856 $ 1,454,856 $ 71,866 $ --- $ --- $ 71,866 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements | Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 1,153,279 $ 1,153,279 Contingent acquisition consideration --- --- 926,597 926,597 Total $ --- $ --- $ 2,079,876 $ 2,079,876 As of December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 723,482 $ 723,482 Notes payable to related party --- --- 193,007 193,007 Derivative financial instruments --- --- 991,288 991,288 Contingent acquisition consideration --- --- 500,000 500,000 Total $ --- $ --- $ 2,407,777 $ 2,407,777 |
Schedule of level 3 financial instruments measured at fair value on recurring basis | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Convertible notes payable $ (46,094 ) $ (22,899 ) $ (117,829 ) $ (70,921 ) Notes payable to related party (32,968 ) (5,986 ) (80,935 ) (18,070 ) Derivative financial instruments 12,802 158,691 739,485 574,205 Contingent acquisition consideration 45,996 --- 687 --- Total $ (20,264 ) $ 129,806 $ 541,408 $ 485,214 |
Business and Business Present_2
Business and Business Presentation (Details) - shares | Feb. 05, 2018 | Sep. 02, 2014 |
Accounting Policies [Abstract] | ||
Total authorized shares | 250,000,000 | |
Common shares | 230,000,000 | |
Preferred shares | 20,000,000 | |
Increase authorized shares of common stock | 500,000,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Significant Accounting Policies (Details) [Line Items] | |||||
Provider shared savings expense, description | ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. | ||||
Medicare shared savings revenue | $ 767,744 | $ 767,744 | |||
Revenue to recover costs incurred percentage | 100.00% | ||||
Deferred revenue liability | $ 51,714 | ||||
Percentage of customers accounts receivable billings | 48.00% | ||||
Accounts receivable net | 190,492 | $ 190,492 | $ 188,503 | ||
Net patient services accounts receivable | 97,819 | 97,819 | 97,223 | ||
Allowance of doubtful accounts | $ 13,972 | 13,972 | $ 13,972 | ||
Accounts receivable bill amount | $ 109,897 | ||||
Concentration risk, percentage | 10.00% | ||||
Equity Option [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Anti-dilutive securities | 3,249,250 | 3,269,250 | |||
Minimum [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Maximum [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Estimated useful lives | 7 years | ||||
Convertible Notes Payable [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Anti-dilutive securities | 10,298,333 | 23,210,423 | |||
Warrant [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Anti-dilutive securities | 50,470,118 | 47,056,293 | |||
Unissued [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Anti-dilutive securities | 300,000 | 332,500 | |||
Common Stock Issuable [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Anti-dilutive securities | 13,750,000 |
Going Concern Matters and Liq_2
Going Concern Matters and Liquidity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Working capital deficit | $ 1,979,983 | ||||
Accumulated deficit | $ (19,862,013) | (19,862,013) | $ (16,029,654) | ||
Net loss | $ (1,798,157) | $ (1,125,280) | (3,896,221) | $ (3,065,571) | |
Net cash used by operating activities | 1,094,495 | ||||
Net cash used in investing activities | 2,425,870 | ||||
Sale of marketable securities | 2,740,806 | ||||
Net cash provided by financing activities | 271,308 | ||||
Proceeds from loans issued by federal government | 1,045,669 | ||||
Net proceeds from issuance of convertible notes | 827,500 | 1,540,000 | |||
Proceeds from the issuance of related party loans | 149,000 | ||||
Repayment of convertible debt | 1,882,405 | $ 608,992 | |||
Related part laons amount | 967,756 | ||||
Aggregate face value | $ 1,038,500 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Aug. 20, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Marketable Securities (Details) [Line Items] | |||
Aggregate trading shares of common stock | 76,026 | ||
Fair value of marketable securities (in Dollars) | $ 3,006,889 | $ 44,477 | |
Aggregate shares of common stock | 24,522,727 | ||
Sale of shares | 74,900 | ||
Proceeds from sale of marketable securities (in Dollars) | $ 2,740,806 | ||
Recognized trading losses (in Dollars) | $ 281,606 | ||
Held shares | 1,126 | ||
Series B Preferred Stock [Member] | |||
Marketable Securities (Details) [Line Items] | |||
Shares authorized | 2,750,000 | 20,000,000 | 20,000,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Apr. 12, 2019 | May 18, 2020 | Sep. 30, 2020 | Sep. 30, 2020 |
Acquisitions (Details) [Line Items] | ||||
Cash | $ 500,000 | |||
Change fair value of contingent acquisition consideration | $ 12,512 | |||
Cash paid to seller | 47,000 | |||
Fair value of website | 41,000 | |||
Fair value of patient management platform database | $ 1,101,538 | |||
Description of acquisition | Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow. The Company finalized the purchase price allocation in March 2020 and determined that no goodwill was included in the acquisition. | Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 24.24% (ii) sustainable growth of 5.00% and (iii) a benefit stream using EBITDA cash flow. Goodwill of $381,856 arising from the acquisition consists of value associated with the legacy name. None of the goodwill recognized is expected to be deductible for income tax purposes. | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 1,473,460 | |||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 2,240,838 | $ 1,073,000 | 1,073,000 | |
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 13,200 | |||
HCFM [Member] | ||||
Acquisitions (Details) [Line Items] | ||||
Acquired interest rate | 100.00% | |||
Cash | $ 500,000 | |||
Shares of common stock (in Shares) | 3,968,254 | |||
Change fair value of contingent acquisition consideration | 1,185 | |||
Agreed to earn-out provision, description | agreed to an earn-out provision of $500,000 that may be earned based on the performance of HCFM in the years ended on the first, second and third anniversary dates of the acquisition closing. The total consideration fair value represents a transaction value of $1,799,672. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”). Following the acquisition, HCFM was rebranded as NCFM and was combined with NWC to form the Company’s Health Services segment. As a result of the acquisition, the Company is expected to be a leading provider of Functional Medicine in Southwest Florida. The Company also expects to reduce costs in its Health Services segment through economies of scale. The following table summarizes the fair value of consideration paid for HCFM: Cash $500,000 Common Stock (3,968,254 shares) 1,000,000 Contingent acquisition consideration subject to earn-out 299,672 Fair Value of Total Consideration $1,799,672 The fair value of the 3,968,254 common shares issued as part of the acquisition consideration was determined using the intraday volume weighted average price of the Company’s common shares on the acquisition date. The terms of the earn out require the Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 ( | |||
HCFM [Member] | Common Stock [Member] | ||||
Acquisitions (Details) [Line Items] | ||||
Shares of common stock (in Shares) | 3,968,254 | |||
CHM [Member] | ||||
Acquisitions (Details) [Line Items] | ||||
Acquired interest rate | 100.00% | |||
Change fair value of contingent acquisition consideration | $ 47,181 | |||
Description of acquisition | The terms of the earn out require the Company to pay the former owners of CHM (i) up to $223,500 additional cash and to $660,000 of additional shares of Company common stock when CHM receives the final assessment of the calculation of 2019 plan year MSSP revenue (the “Current Earnout”), and (ii) up to $62,500, $125,000, $125,000 and $125,000 on the first, second, third and fourth anniversary, respectively, based on achievement by the underlying business of revenue of at least $2,250,000 (50% weighting) and profit of at least $500,000 (50% weighting) in the year preceding each anniversary date (the “Future Earnout”) | |||
Agreed to earn-out provision, description | Under the terms of acquisition, the Company paid CHM shareholders the following consideration: (i) $214,000 in cash paid at closing, (ii) 2,240,838 shares of HealthLynked common stock issued at closing, (iii) up to $223,500 additional cash and $660,000 in additional shares of HealthLynked common payable at the time CHM receives the final assessment of the calculation of MSSP savings for the 2019 program year, with this amount prorated based on a target MSSP payment (plus other ancillary revenue) of $1,725,000, and (iv) up to $437,500 based on the business achieving annual revenue of $2,250,000 and annual profit of $500,000 in each of the four years following closing. |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of consideration paid for HCFM | Apr. 12, 2019USD ($) |
Schedule of consideration paid for HCFM [Abstract] | |
Cash | $ 500,000 |
Common Stock (3,968,254 shares) | 1,000,000 |
Contingent acquisition consideration subject to earn-out | 299,672 |
Fair Value of Total Consideration | $ 1,799,672 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of estimated fair values of the assets acquired - USD ($) | May 18, 2020 | Apr. 12, 2019 |
Schedule of estimated fair values of the assets acquired [Abstract] | ||
Cash | $ 49,995 | $ 35,000 |
Hyperbaric Chambers | 452,289 | |
Medical Equipment | 29,940 | |
Computer Equipment/Software | 19,739 | |
Office Furniture & Equipment | 23,052 | |
Inventory | 72,114 | |
Leasehold Improvements | 25,000 | |
Website | 41,000 | |
Patient Management Platform Database | 1,101,538 | |
Fair Value of Identifiable Assets Acquired | $ 1,799,672 |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of fair value represents a transaction value | 1 Months Ended |
May 18, 2020USD ($) | |
Schedule of fair value represents a transaction value [Abstract] | |
Cash paid at closing | $ 214,000 |
Shares issued at closing | 201,675 |
Cash and shares contingent upon 2019 program year MSSP payment target | 778,192 |
Cash contingent upon four-year earn-out | 279,593 |
Total | $ 1,473,460 |
Acquisitions (Details) - Sche_4
Acquisitions (Details) - Schedule of estimated fair values of the assets acquired and liabilities - USD ($) | May 18, 2020 | Apr. 12, 2019 |
Schedule of estimated fair values of the assets acquired and liabilities [Abstract] | ||
Cash | $ 49,995 | $ 35,000 |
Accounts receivable | 90,197 | |
Prepayments | 15,294 | |
ACO physician contracts | 1,073,000 | |
Goodwill | 381,856 | |
Accounts payable | (32,846) | |
Deferred revenue | (104,034) | |
Fair Value of Identifiable Assets Acquired and Liabilities Assumed | $ 1,473,460 |
Acquisitions (Details) - Sche_5
Acquisitions (Details) - Schedule of pro forma consolidated income statement as if HCFM and CHM had been included in the consolidated results - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of pro forma consolidated income statement as if HCFM and CHM had been included in the consolidated results [Abstract] | ||
Revenue | $ 4,740,283 | $ 3,741,591 |
Net loss | $ (3,846,293) | $ (2,994,648) |
Deferred Offering Costs and P_2
Deferred Offering Costs and Prepaid Expenses (Details) - USD ($) | Dec. 06, 2018 | Jun. 07, 2017 | Mar. 22, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 15, 2017 |
Deferred Offering Costs and Prepaid Expenses (Details) [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | 153,625 | |||||||
Warrant Terms | On December 6, 2018, the Company granted three-year warrants to purchase 240,000 shares at an exercise price of $0.20 per share to two advisors for services to be provided over a three-month period. | |||||||
Fair of warrants (in Dollars) | $ 54,257 | |||||||
General and administrative expense (in Dollars) | $ 958,874 | $ 733,360 | 2,116,159 | 2,084,630 | ||||
Advisor [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Details) [Line Items] | ||||||||
Issuance of shares | 50,000 | |||||||
Per share price (in Dollars per share) | $ 1 | |||||||
Two Advisor [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Details) [Line Items] | ||||||||
Warrants to purchase of common stock | 240,000 | |||||||
Warrants to purchase, per share (in Dollars per share) | $ 0.20 | |||||||
Warrant [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Details) [Line Items] | ||||||||
Fair of warrants (in Dollars) | 222,987 | 477,097 | ||||||
General and administrative expense (in Dollars) | 0 | $ 25,611 | ||||||
Warrant One [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Details) [Line Items] | ||||||||
Selling, general and administrative expense (in Dollars) | 0 | $ 12,802 | $ 19,203 | |||||
Fair of warrants (in Dollars) | $ 35,462 | |||||||
Amended Investment Agreement [Member] | Investor [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Details) [Line Items] | ||||||||
Warrants to purchase of common stock | 200,000 | 4,000,000 | ||||||
Warrants to purchase, per share (in Dollars per share) | $ 0.25 | $ 0.25 | ||||||
Issuance of shares | 100,000 | 2,000,000 | ||||||
Per share price (in Dollars per share) | $ 0.50 | $ 0.50 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Member] | ||||
Property, Plant, and Equipment (Details) [Line Items] | ||||
Depreciation expense | $ 23,083 | $ 22,913 | $ 68,655 | $ 44,503 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,276,645 | $ 1,263,104 |
Less: accumulated depreciation | (817,971) | (749,316) |
Property, plant and equipment, net | 458,674 | 513,788 |
Capital lease equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 251,752 | |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 484,126 | 482,229 |
Furniture, telephone and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 792,519 | $ 529,123 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Estimated useful life | 5 years | |||
Amortization expense | $ 2,067 | $ 2,067 | $ 6,156 | $ 3,842 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 2,597,394 | $ 1,342,866 |
Less: accumulated amortization | (12,064) | (5,908) |
Intangible assets, net | 2,585,330 | 1,336,958 |
NCFM: Medical database [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,101,538 | 1,230,000 |
NCFM: Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 41,000 | 41,000 |
CHM: ACO physician contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,073,000 | |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 381,856 | $ 71,866 |
Leases (Details)
Leases (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Operating leases, description | The Company has three operating leases for office space related to its NWC, NCFM and BTG practices that expire in July 2023, May 2022, and March 2023, respectively. |
Finance leases, description | As of September 30, 2020, the Company’s weighted-average remaining lease term relating to its operating leases was 2.4 years, with a weighted-average discount rate of 33.89%. The Company was also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 that expired in March 2020. |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease-related assets and liabilities - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases (Details) - Schedule of lease-related assets and liabilities [Line Items] | ||
Lease assets | $ 297,050 | $ 277,678 |
Lease liabilities | ||
Lease liabilities (short term) | 105,233 | 201,523 |
Lease liabilities (long term) | 198,667 | 80,510 |
Total lease liabilities | 303,900 | 282,033 |
Operating Leases [Member] | ||
Leases (Details) - Schedule of lease-related assets and liabilities [Line Items] | ||
Lease assets | 297,050 | 273,196 |
Lease liabilities | ||
Lease liabilities (short term) | 105,233 | 197,041 |
Lease liabilities (long term) | 198,667 | 80,510 |
Total lease liabilities | 303,900 | 277,551 |
Financing Leases [Member] | ||
Leases (Details) - Schedule of lease-related assets and liabilities [Line Items] | ||
Lease assets | 4,482 | |
Lease liabilities | ||
Lease liabilities (short term) | 4,482 | |
Lease liabilities (long term) | ||
Total lease liabilities | $ 4,482 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease expense - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of lease expense [Abstract] | ||||
Operating leases | $ 61,526 | $ 85,573 | $ 242,891 | $ 239,974 |
Financing leases | 4,587 | 4,587 | 13,761 | |
Total lease expense | $ 61,526 | $ 90,160 | $ 247,478 | $ 253,735 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturities of operating and capital lease liabilities | Sep. 30, 2020USD ($) |
Leases (Details) - Schedule of maturities of operating and capital lease liabilities [Line Items] | |
2020 | $ 50,882 |
2021 | 205,430 |
2022 | 159,561 |
2023 | 68,457 |
Total lease payments | 484,330 |
Less interest | (180,430) |
Present value of lease liabilities | 303,900 |
Operating Leases [Member] | |
Leases (Details) - Schedule of maturities of operating and capital lease liabilities [Line Items] | |
2020 | 50,882 |
2021 | 205,430 |
2022 | 159,561 |
2023 | 68,457 |
Total lease payments | 484,330 |
Less interest | (180,430) |
Present value of lease liabilities | 303,900 |
Capital Leases [Member] | |
Leases (Details) - Schedule of maturities of operating and capital lease liabilities [Line Items] | |
2020 | |
2021 | |
2022 | |
2023 | |
Total lease payments | |
Less interest | |
Present value of lease liabilities |
Deferred Revenue (Details) - Sc
Deferred Revenue (Details) - Schedule of amounts related to deferred contract revenue - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of amounts related to deferred contract revenue [Abstract] | ||||
Balance, beginning of period | $ 106,281 | |||
Acquisition of CHM | 104,034 | |||
Payments received for unearned revenue | 163,038 | 215,705 | ||
Revenue earned | (217,605) | (268,025) | ||
Balance, end of period | $ 51,714 | $ 51,714 |
Notes Payable and Other Amoun_3
Notes Payable and Other Amounts Due to Related Party (Details) - USD ($) | Jan. 07, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 21, 2020 |
Notes Payable and Other Amounts Due to Related Party (Details) [Line Items] | |||||||
Interest Expense Other | $ 72,535 | $ 69,562 | $ 193,134 | $ 176,229 | |||
Change in fair value of debt | 0 | 743,955 | |||||
Installment payments | 0 | ||||||
Amortization of debt discount | 65,816 | 362,728 | 492,430 | 841,725 | |||
Dr Dent [Member] | |||||||
Notes Payable and Other Amounts Due to Related Party (Details) [Line Items] | |||||||
Notes Payable | $ 780,256 | ||||||
Debt instrument face amount | $ 646,000 | ||||||
Interest accrued | 134,256 | 0 | $ 192,888 | ||||
Interest Expense Other | 105,003 | ||||||
Debt Securities RealizedGain | 283,863 | ||||||
Change in fair value of debt | 32,968 | 5,986 | 80,935 | 18,070 | |||
Notes payable, description | pursuant to which the Company received an advance of $150,000 before closing fees (the “2020 MCA”). The Company is required to repay the 2020 MCA, which acts like an ordinary note payable, at the rate of $7,212 per week until the balance of $187,500 is repaid, which was scheduled for July 2020. At inception, the Company recognized a note payable in the amount of $187,500 and a discount against the note payable of $38,500. | ||||||
Installment payments | 36,059 | 0 | 187,500 | ||||
Amortization of debt discount | 0 | 0 | 38,500 | 0 | |||
Interest expense on unsecured promissory notes | $ 14,159 | $ 16,598 | $ 86,446 | $ 49,252 |
Notes Payable and Other Amoun_4
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of amounts due to related parties - Notes Payable, Other Payables [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Notes payable to Dr. Michael Dent and family (all current) | $ 743,955 | |
Deferred compensation, Dr. Michael Dent [Member] | ||
Related Party Transaction [Line Items] | ||
Total due to related party | 300,600 | 300,600 |
Accrued interest payable to Dr. Michael Dent [Member] | ||
Related Party Transaction [Line Items] | ||
Total due to related party | 192,857 | |
Total [Member] | ||
Related Party Transaction [Line Items] | ||
Total due to related party | $ 300,600 | $ 493,457 |
Notes Payable and Other Amoun_5
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | ||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Issuance of unsecured promissory notes, Amount | $ 743,955 | ||
Michael Dent [Member] | Notes Payable, Other Payables [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Jan. 12, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 38,378 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables One [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Jan. 18, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 21,904 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Two [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Jan. 24, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 54,696 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Three [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Feb. 9, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 32,715 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Four [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Apr. 20, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 10,754 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Five [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Jun. 15, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 34,560 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Six [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Aug. 17, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 20,997 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Seven [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Aug. 24, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 39,312 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Eight [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Sep. 7, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 36,586 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Nine [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Sep. 21, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 27,621 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Ten [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Sep. 29, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 12,487 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Eleven [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Dec. 21, 2017 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 14,318 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Twelve [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Jan. 8, 2018 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 76,415 | [1] | |
Michael Dent [Member] | Notes Payable Other Payable Thirteen [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Jan. 11, 2018 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 9,164 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Fourteen [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Jan. 26, 2018 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | 17,712 | [1] | |
Michael Dent [Member] | Notes Payable Other Payables Fifteen [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Details) - Schedule of notes payable [Line Items] | |||
Inception Date | Jan. 3, 2014 | ||
Maturity Date | Dec. 31, 2020 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 296,336 | [1] | |
[1] | Denotes that note payable is reflected at fair value |
Government Notes Payable (Detai
Government Notes Payable (Details) - PPP Loans [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 08, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2019 | |
Government Notes Payable (Details) [Line Items] | |||||||
Loans face amount | $ 585,969 | $ 450,000 | $ 450,000 | ||||
Loans interest rate | 1.00% | 3.75% | 3.75% | ||||
Maturity period | May 2022 | ||||||
Debt instrument maturity period | 30 years | ||||||
Accrued interest | $ 4,716 | $ 4,716 | $ 0 | ||||
Interest expense | $ 3,855 | $ 0 | $ 4,716 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Jul. 13, 2020 | Feb. 06, 2020 | Jul. 18, 2019 | Apr. 15, 2019 | Feb. 07, 2019 | Oct. 27, 2017 | May 22, 2017 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 18, 2020 | Sep. 04, 2020 | Jul. 20, 2020 | Jun. 20, 2020 | Jun. 03, 2020 | May 04, 2020 | Apr. 30, 2020 | Apr. 06, 2020 | Apr. 03, 2020 | Mar. 10, 2020 | Feb. 02, 2020 | Jan. 16, 2020 | Jan. 13, 2020 | Dec. 02, 2019 | Nov. 12, 2019 | Nov. 04, 2019 | Oct. 30, 2019 | Oct. 01, 2019 | Aug. 26, 2019 | Jul. 31, 2019 | Jul. 16, 2019 | Jul. 11, 2019 | Jun. 03, 2019 | May 31, 2019 | May 07, 2019 | Apr. 11, 2019 | Apr. 04, 2019 | Apr. 03, 2019 | Jan. 24, 2019 | Jan. 14, 2019 | Dec. 03, 2018 | Nov. 19, 2018 | Oct. 18, 2018 |
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal balance | $ 1,153,279 | $ 2,319,704 | $ 1,153,279 | |||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | (450,999) | $ 4,904 | (1,347,371) | $ (62,459) | ||||||||||||||||||||||||||||||||||||||||||
Convertible note | 1,153,279 | 1,542,036 | 1,153,279 | |||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded conversion feature | 825,000 | |||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 28,150 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($111,000) – May 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal balance | $ 30,000 | $ 111,000 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $111k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.15 per share, or 740,000 of the Company’s common shares, and is secured by all of the Company’s assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company’s common stock at an exercise price of $0.75 per share. The $111k Note matures on December 31, 2020. On February 6, 2020, the holder of the $111k Note converted $30,000 principal on the note into 448,029 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $25,394, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. | |||||||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share (in Dollars per share) | $ 0.15 | |||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares (in Shares) | 448,029 | 740,000 | ||||||||||||||||||||||||||||||||||||||||||||
Net proceeds convertible debt | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Original issue convertible debt discount | $ 11,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares (in Shares) | 133,333 | |||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price (in Dollars per share) | $ 0.75 | |||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 25,394 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($171,500) – October 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the “$171.5k Note”) to an individual lender. On February 7, 2019, the holder of the $171.5k Note converted the entire principal balance of $171,500 into 2,512,821 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $139,798, representing the excess of the fair value of the shares issued at conversion over the carrying value of the host instrument and the bifurcated conversion feature at the time of conversion. | |||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 139,798 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 171,500 | |||||||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 171,500 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 2,512,821 | |||||||||||||||||||||||||||||||||||||||||||||
$103k Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 134,500 | |||||||||||||||||||||||||||||||||||||||||||||
Recognized a gain on debt extinguishment | 28,169 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($103,000) – November 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 134,888 | |||||||||||||||||||||||||||||||||||||||||||||
Recognized a gain on debt extinguishment | 23,821 | |||||||||||||||||||||||||||||||||||||||||||||
$153k Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 44,993 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 153,000 | |||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 153,000 | |||||||||||||||||||||||||||||||||||||||||||||
Increase for accrued, but unpaid interest on the debt instrument for the period. | 8,768 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,070,894 | 1,070,894 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($103,000) – December 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 135,029 | |||||||||||||||||||||||||||||||||||||||||||||
Recognized a gain on debt extinguishment | 20,445 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($103,000) – April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | 135,099 | |||||||||||||||||||||||||||||||||||||||||||||
$104.5k Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 104,500 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 1,176,189 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 5,768 | |||||||||||||||||||||||||||||||||||||||||||||
$104.5k Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 104,500 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | 142,500 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($357,500) – April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $357.5k Note has an interest rate of 10%, matures on December 31, 2020, and may be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.15, or 2,383,333 shares. | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 357,500 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($103,000) – May 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | 133,900 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($154,000) - June 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 125,865 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 104,000 | |||||||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 968,390 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 8,572 | $ 8,572 | ||||||||||||||||||||||||||||||||||||||||||||
$67.9k Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 55,117 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 67,925 | |||||||||||||||||||||||||||||||||||||||||||||
Principal balance | 67,925 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,926 | 3,926 | ||||||||||||||||||||||||||||||||||||||||||||
$67.9k Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 26,890 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 67,925 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | 89,152 | 89,152 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($78,000) – July 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 78,000 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 102,388 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($230,000) – July 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal balance | $ 230,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | the holder converted $80,000 of principal and $4,373 of accrued interest on the note into 1,236,668 shares of Company common stock and the Company repaid principal of $150,000 and accrued interest of $9,128 for cash payments totaling $181,554. The note was retired upon these conversions and repayments. In connection with the conversions and repayments, the Company recognized a loss on debt extinguishment of $112,498 in the nine months ended September 30, 2020, equal to the excess of the cash payment amount and the fair value of the shares issued at conversion over the carrying value of the note, derivative embedded conversion feature and accrued interest. | |||||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded conversion feature | $ 230,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($108,947) – August 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 161,617 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 108,947 | |||||||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 108,947 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 2,650,251 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 6,354 | $ 6,354 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($142,500) – October 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 305,100 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 142,500 | |||||||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 142,500 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 2,855,191 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 14,250 | $ 14,250 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($78,000) – July 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 43,777 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 135,205 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($108,947) – October 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 76,895 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 108,947 | |||||||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 108,947 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 1,954,870 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 5,821 | $ 5,821 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($128,500) – October 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 154,248 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 128,500 | |||||||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 128,500 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 3,197,877 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 8,832 | $ 8,832 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($103,000) - November 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 45,077 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 135,099 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($108,947) – August 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 37,554 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 78,750 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 103,359 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($131,250) – January 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 24,663 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 172,108 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($78,000) – January 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 9,104 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 78,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 102,308 | |||||||||||||||||||||||||||||||||||||||||||||
$157.5k Note - March 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 157,500 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 206,314 | |||||||||||||||||||||||||||||||||||||||||||||
157.5k Note - April 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 31,490 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 157,500 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | 205,235 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($135,000) – April 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 18,479 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 135,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 175,592 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($83,000) – April 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 13,012 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 83,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 108,127 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($128,000) – April 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 21,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 128,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 165,962 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($78,000) – January 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 78,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($111,000) – May 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 102,321 | |||||||||||||||||||||||||||||||||||||||||||||
$78k Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Recognized a gain on debt extinguishment | 6,258 | |||||||||||||||||||||||||||||||||||||||||||||
$78k Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 78,000 | |||||||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 102,255 | |||||||||||||||||||||||||||||||||||||||||||||
Recognized a gain on debt extinguishment | $ 11,161 | |||||||||||||||||||||||||||||||||||||||||||||
$104.5k Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 104,500 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($103,000) – May 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal balance | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($154,000) - June 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal balance | $ 154,000 | |||||||||||||||||||||||||||||||||||||||||||||
$67.9k Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares (in Shares) | 885,847 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($131,250) – January 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 131,250 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | $ 1,153,279 | $ 2,319,704 | |
Less: unamortized discount | (777,668) | ||
Convertible notes payable, net of original issue discount and debt discount | 1,153,279 | 1,542,036 | |
$550k Note - July 2016 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | [1] | 607,628 | 548,010 |
$50k Note - July 2016 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | [1] | 63,053 | 56,866 |
$111k Note - May 2017 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | [1] | 118,108 | 118,606 |
$357.5k Note - April 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | [1] | 364,490 | 328,728 |
$154k Note - June 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 50,000 | ||
$136k Notes - July 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 135,850 | ||
$78k Note III - July 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 78,000 | ||
$230k Note - July 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 230,000 | ||
$108.9k Note - August 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 108,947 | ||
$142.5k Note - October 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 142,500 | ||
$103k Note V - October 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 103,000 | ||
$108.9k Note II - October 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 108,947 | ||
$128.5k Note - October 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 128,500 | ||
$103k Note VI - November 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | 103,000 | ||
$78.8k Note II - December 2019 [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Total | $ 78,750 | ||
[1] | Denotes that convertible note payable is carried at fair value |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | $ 65,816 | $ 362,728 | $ 492,430 | $ 841,725 |
$103k Note I - October 2018 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 33,972 | |||
$103k Note II - November 2018 Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 44,952 | |||
$153k Note - November 2018 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 1,733 | 91,451 | ||
$103k Note III - December 2018 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 42,611 | |||
$78k Note I - January 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 4,286 | 52,000 | ||
$78k Note II - January 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 6,346 | 47,858 | ||
$103k Note III - April 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 28,628 | 56,012 | ||
$104.5k Note - April 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 26,268 | 49,109 | ||
$104.5k Note II - April 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 26,268 | 49,109 | ||
$357.5k Note - April 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 91,230 | 166,593 | ||
$103k Note IV - May 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 31,906 | 50,633 | ||
$154k Note - June 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 38,710 | 1,093 | 50,071 | |
$67.9k Note - July 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 16,277 | 7,252 | 16,277 | |
$67.9k Note II - July 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 16,277 | 2,813 | 16,277 | |
$78k Note III - July 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 20,512 | 6,208 | 20,512 | |
$230k Note - July 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 46,503 | 58,527 | 46,503 | |
$108.9k Note - August 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | $ 7,784 | 21,038 | $ 7,785 | |
$142.5k Note - October 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 21,804 | 92,663 | ||
$103k Note V - October 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 29,143 | |||
$108.9k Note II - October 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 33,205 | |||
$128.5k Note - October 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 51,705 | |||
$103k Note VI - November 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 39,450 | |||
$78.8k Note II - December 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 27,111 | |||
$131.3k Note - January 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 1,158 | 16,205 | ||
$78k Note IV - January 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 1,608 | 14,955 | ||
$157.5k Note - March 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 7,432 | 20,044 | ||
$157.5k Note II - April 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 9,127 | 21,436 | ||
$135k Note - April 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 7,744 | 17,718 | ||
$83k Note II - April 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | 6,675 | 13,767 | ||
$128k Note - April 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense and amortization expense [Line Items] | ||||
Amortization of Debt Discount | $ 10,268 | $ 18,097 |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | $ 777,668 | |
$154k Note - June 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 21,175 | |
$67.9k Note - July 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 20,497 | |
$67.9k Note II - July 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 20,497 | |
$78k Note III - July 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 32,657 | |
$230k Note - July 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 125,684 | |
$108.9k Note - August 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 59,392 | |
$142.5k Note - October 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 107,070 | |
$103k Note V - October 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 70,686 | |
$108.9k Note II - October 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 72,592 | |
$128.5k Note - October 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 106,732 | |
$103k Note VI - November 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | 81,740 | |
$78.8k Note II - December 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount on outstanding convertible notes payable [Line Items] | ||
Unamortized Discount | $ 58,946 |
Convertible Notes Payable (De_5
Convertible Notes Payable (Details) - Schedule of Interest expense - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | $ 37,879 | $ 52,215 | $ 133,757 | $ 125,354 |
$550k Note - July 2016 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 8,318 | 8,318 | 24,773 | 24,682 |
$50k Note - July 2016 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 1,260 | 1,260 | 3,753 | 3,740 |
$111k Note - May 2017 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,042 | 4,168 | 8,755 | 12,369 |
$171.5k Note - October 2017 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 1,785 | |||
$103k Note I - October 2018 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,653 | |||
$103k Note II - November 2018 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 3,584 | |||
$153k Note - November 2018 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 297 | 7,008 | ||
$103k Note III - December 2018 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 4,261 | |||
$78k Note I - January 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 321 | 3,889 | ||
$78k Note II - January 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 513 | 3,868 | ||
$103k Note III - April 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,596 | 5,079 | ||
$104.5k Note - April 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,634 | 4,924 | ||
$104.5k Note II - April 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,634 | 4,924 | ||
$357.5k Note - April 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 9,012 | 12,650 | 18,751 | 23,101 |
$103k Note IV - May 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,596 | 4,120 | ||
$154k Note - June 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 3,882 | 46 | 5,021 | |
$67.9k Note - July 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 1,507 | 707 | 1,507 | |
$67.9k Note II - July 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 1,507 | 177 | 1,507 | |
$78k Note III - July 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 1,624 | 492 | 1,624 | |
$230k Note - July 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 4,663 | 3,041 | 4,663 | |
$108.9k Note - August 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 1,045 | 2,564 | 1,045 | |
$142.5k Note - October 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 3,592 | 12,884 | ||
$103k Note V - October 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,653 | |||
$108.9k Note II - October 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 3,970 | |||
$128.5k Note - October 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 5,149 | |||
$103k Note VI - November 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 3,527 | |||
$78.8k Note II - December 2019 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 3,344 | |||
$131.3k Note - January 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 467 | 6,545 | ||
$78k Note IV - January 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 427 | 3,975 | ||
$157.5k Note - March 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,848 | 7,681 | ||
$157.5k Note II - April 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,848 | 6,688 | ||
$135k Note - April 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 2,441 | 5,585 | ||
$83k Note II - April 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | 1,819 | 3,752 | ||
$128k Note - April 2020 [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Interest expense [Line Items] | ||||
Interest Expense | $ 2,805 | $ 4,945 |
Convertible Notes Payable (De_6
Convertible Notes Payable (Details) - Schedule of allocation of proceeds at inception - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||
Convertible Notes Payable (Details) - Schedule of allocation of proceeds at inception [Line Items] | ||||||
Fair Value of Debt | $ 1,153,279 | $ 1,153,279 | $ 2,319,704 | |||
$550k Note - July 2016 [Member] | ||||||
Convertible Notes Payable (Details) - Schedule of allocation of proceeds at inception [Line Items] | ||||||
Change in Fair Value of Debt | 24,285 | $ 17,455 | 59,618 | $ 52,708 | ||
Fair Value of Debt | 607,629 | 607,629 | 548,010 | |||
$50k Note - July 2016 [Member] | ||||||
Convertible Notes Payable (Details) - Schedule of allocation of proceeds at inception [Line Items] | ||||||
Change in Fair Value of Debt | 2,520 | 1,770 | 6,187 | 5,343 | ||
Fair Value of Debt | [1] | 63,053 | 63,053 | 56,866 | ||
$111k Note - May 2017 [Member] | ||||||
Convertible Notes Payable (Details) - Schedule of allocation of proceeds at inception [Line Items] | ||||||
Change in Fair Value of Debt | 4,721 | 3,674 | 16,261 | 11,089 | ||
Fair Value of Debt | 118,108 | 118,108 | 118,606 | |||
$171.5k Note - October 2017 [Member] | ||||||
Convertible Notes Payable (Details) - Schedule of allocation of proceeds at inception [Line Items] | ||||||
Change in Fair Value of Debt | 1,781 | |||||
Fair Value of Debt | ||||||
$357.5k Note - April 2019 [Member] | ||||||
Convertible Notes Payable (Details) - Schedule of allocation of proceeds at inception [Line Items] | ||||||
Change in Fair Value of Debt | 14,567 | 35,763 | ||||
Fair Value of Debt | 364,490 | 364,490 | 328,727 | |||
Total [Member] | ||||||
Convertible Notes Payable (Details) - Schedule of allocation of proceeds at inception [Line Items] | ||||||
Change in Fair Value of Debt | 46,093 | $ 22,899 | 117,829 | $ 70,921 | ||
Fair Value of Debt | $ 1,153,280 | $ 1,153,280 | $ 1,052,209 | |||
[1] | Denotes that convertible note payable is carried at fair value |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - Schedule of derivative financial instruments - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of derivative financial instruments [Abstract] | ||||
Balance, beginning of period | $ 257,384 | $ 632,605 | $ 991,288 | $ 800,440 |
Inception of derivative financial instruments | 472,644 | 211,498 | 1,276,703 | |
Change in fair value of derivative financial instruments | (12,802) | (158,691) | (739,485) | (574,205) |
Conversion or extinguishment of derivative financial instruments | (244,582) | (119,898) | (463,301) | (676,278) |
Balance, end of period | $ 826,660 | $ 826,660 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details) - Schedule of fair market value of the derivative financial instruments measured using assumptions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Financial Instruments (Details) - Schedule of fair market value of the derivative financial instruments measured using assumptions [Line Items] | ||
Pricing model utilized | Binomial Lattice | Black/Scholes |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Derivative Financial Instruments (Details) - Schedule of fair market value of the derivative financial instruments measured using assumptions [Line Items] | ||
Risk free rate range | 0.05% | 1.75% |
Expected life range (in years) | 51 days | 3 days |
Volatility range | 117.48% | 119.04% |
Maximum [Member] | ||
Derivative Financial Instruments (Details) - Schedule of fair market value of the derivative financial instruments measured using assumptions [Line Items] | ||
Risk free rate range | 1.61% | 2.73% |
Expected life range (in years) | 1 year | 1 year |
Volatility range | 144.51% | 293.97% |
Shareholders' Equity (Deficit_2
Shareholders' Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 20, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jan. 01, 2016 | |
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Aggregate trading shares of common stock (in Shares) | 76,026 | ||||||
Fair value of marketable securities | $ 3,006,889 | $ 44,477 | $ 44,477 | ||||
Aggregate shares of common stock (in Shares) | 24,522,727 | ||||||
Voting right percentage | 51.00% | ||||||
Beneficial conversion feature | $ 825,000 | ||||||
Sales of stock, shares (in Shares) | 74,900 | ||||||
Proceeds from issuable | 749 | $ 749 | |||||
Aggregate grant date fair value of warrants issued | $ 54,257 | ||||||
Warrant [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Issued warrants (in Shares) | 3,463,825 | 1,805,001 | |||||
Aggregate grant date fair value of warrants issued | $ 222,987 | $ 477,097 | |||||
Employee Equity Incentive Plan [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Stock based compensation recognized for grants | 79,196 | $ 10,534 | 109,349 | 69,128 | |||
Unrecognized stock compensation | 31,989 | 31,989 | |||||
Employee Stock Option [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Stock based compensation recognized for grants | $ 19,305 | $ 24,107 | $ 61,155 | $ 86,054 | |||
Three Separate Private Placement [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Sales of stock, shares (in Shares) | 1,550,001 | ||||||
Proceeds from sale of stock | $ 415,000 | ||||||
Three Separate Private Placement [Member] | Five-year warrants [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Warrants to purchase shares of common stock (in Shares) | 1,025,001 | ||||||
Exercise price (in Dollars per share) | $ 0.25 | $ 0.25 | |||||
Three Separate Private Placement [Member] | Three-year warrants [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 0.50 | $ 0.50 | |||||
Twelve Separate Private Placement [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Sales of stock, shares (in Shares) | 6,650,843 | ||||||
Proceeds from sale of stock | $ 673,001 | ||||||
Shares issuable (in Shares) | 7,143 | ||||||
Twelve Separate Private Placement [Member] | Minimum [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 0.16 | $ 0.16 | |||||
Sales of stock, per share (in Dollars per share) | 0.06 | 0.06 | |||||
Twelve Separate Private Placement [Member] | Maximum [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Exercise price (in Dollars per share) | 0.27 | 0.27 | |||||
Sales of stock, per share (in Dollars per share) | $ 0.17 | $ 0.17 | |||||
Twelve Separate Private Placement [Member] | Five-year warrants [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Warrants to purchase shares of common stock (in Shares) | 3,463,825 | ||||||
Series B Preferred Stock [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Shares authorized (in Shares) | 2,750,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common shares, issued (in Shares) | 100 | 100 | |||||
Common Stock [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Sales of stock, shares (in Shares) | 479,762 | ||||||
Stock subscription agreements | $ 59,000 | ||||||
Common stock, description | The funds were received and shares were issued in January and February 2020. | ||||||
Common Stock [Member] | Employee Equity Incentive Plan [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Common shares, issued (in Shares) | 15,503,680 | ||||||
Common Stock [Member] | Investment Agreement [Member] | |||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||
Common shares, issued (in Shares) | 4,975,491 | 4,273,779 | 4,975,491 | 4,273,779 | |||
Net proceeds | $ 426,299 | $ 825,616 |
Shareholders' Equity (Deficit_3
Shareholders' Equity (Deficit) (Details) - Schedule of common stock issuable - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Shareholders' Equity (Deficit) (Details) - Schedule of common stock issuable [Line Items] | ||
Common stock issuable, Amount | $ 182,092 | $ 159,538 |
Common stock issuable, Shares | 1,465,238 | 1,047,904 |
Shares earned by consultants, employees and directors but not yet issued [Member] | ||
Shareholders' Equity (Deficit) (Details) - Schedule of common stock issuable [Line Items] | ||
Common stock issuable, Amount | $ 181,343 | $ 100,538 |
Common stock issuable, Shares | 1,458,095 | 568,142 |
Shares issuable pursuant to stock subscriptions received [Member] | ||
Shareholders' Equity (Deficit) (Details) - Schedule of common stock issuable [Line Items] | ||
Common stock issuable, Amount | $ 749 | $ 59,000 |
Common stock issuable, Shares | 7,143 | 479,762 |
Shareholders' Equity (Deficit_4
Shareholders' Equity (Deficit) (Details) - Schedule of stock warrants - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock warrants [Line Items] | ||
Outstanding at beginning of the period | 47,056,293 | 46,161,463 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.17 | $ 0.18 |
Granted during the period | 3,463,825 | 1,805,001 |
Weighted Average Exercise Price, Granted during the period | $ 0.20 | $ 0.35 |
Exercised during the period | (4,099,256) | |
Weighted Average Exercise Price, Exercised during the period | $ 0 | |
Expired during the period | (50,000) | |
Weighted Average Exercise Price, Expired during the period | $ 0.40 | |
Outstanding at end of the period | 50,470,118 | 43,867,208 |
Weighted Average Exercise Price, Outstanding at end of the period | $ 0.18 | $ 0.20 |
Exercisable at end of the period | 50,470,118 | 43,867,208 |
Weighted Average Exercise Price, Exercisable at end of the period | $ 0.18 | $ 0.20 |
Weighted average remaining life | 3 years 146 days | 3 years |
Shareholders' Equity (Deficit_5
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding - Warrant [Member] | 12 Months Ended |
Dec. 30, 2020$ / sharesshares | |
Exercise Prices One [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants/Options Outstanding, Number Outstanding (in Shares) | shares | 15,287,011 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 4 years 73 days |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.07 |
Warrants/Options Exercisable, Number Exercisable (in Shares) | shares | 15,287,011 |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.07 |
Exercise Prices One [Member] | Minimum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.0001 |
Exercise Prices One [Member] | Maximum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 0.09 |
Exercise Prices Two [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants/Options Outstanding, Number Outstanding (in Shares) | shares | 21,125,618 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.18 |
Warrants/Options Exercisable, Number Exercisable (in Shares) | shares | 21,125,618 |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.18 |
Exercise Prices Two [Member] | Minimum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.10 |
Exercise Prices Two [Member] | Maximum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 0.24 |
Exercise Prices Three [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants/Options Outstanding, Number Outstanding (in Shares) | shares | 10,117,489 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 255 days |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.28 |
Warrants/Options Exercisable, Number Exercisable (in Shares) | shares | 10,117,489 |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.28 |
Exercise Prices Three [Member] | Minimum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.25 |
Exercise Prices Three [Member] | Maximum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 0.49 |
Exercise Prices Four [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants/Options Outstanding, Number Outstanding (in Shares) | shares | 3,940,000 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 1 year 146 days |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.28 |
Warrants/Options Exercisable, Number Exercisable (in Shares) | shares | 3,940,000 |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.28 |
Exercise Prices Four [Member] | Minimum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.50 |
Exercise Prices Four [Member] | Maximum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 1 |
Exercise Prices Five [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants/Options Outstanding, Number Outstanding (in Shares) | shares | 50,470,118 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 146 days |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.18 |
Warrants/Options Exercisable, Number Exercisable (in Shares) | shares | 50,470,118 |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.18 |
Exercise Prices Five [Member] | Minimum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.05 |
Exercise Prices Five [Member] | Maximum [Member] | |
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 1 |
Shareholders' Equity (Deficit_6
Shareholders' Equity (Deficit) (Details) - Schedule of fair value of the warrant - Warrant [Member] | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Shareholders' Equity (Deficit) (Details) - Schedule of fair value of the warrant [Line Items] | ||
Pricing model utilized | Binomial Lattice | Black/Scholes |
Expected life range (in years) | 5 years | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Shareholders' Equity (Deficit) (Details) - Schedule of fair value of the warrant [Line Items] | ||
Risk free rate range | 0.19% | 1.66% |
Expected life range (in years) | 3 years | |
Volatility range | 119.69% | 119.34% |
Maximum [Member] | ||
Shareholders' Equity (Deficit) (Details) - Schedule of fair value of the warrant [Line Items] | ||
Risk free rate range | 1.59% | 2.52% |
Expected life range (in years) | 5 years | |
Volatility range | 132.19% | 212.98% |
Shareholders' Equity (Deficit_7
Shareholders' Equity (Deficit) (Details) - Schedule of stock warrants outstanding - Employee Equity Incentives Plans [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||
Outstanding at beginning of the period | 1,874,063 | 1,738,750 |
Granted during the period | 664,465 | 135,313 |
Terminated during the period | (62,500) | |
Outstanding at end of the period | 2,476,028 | 1,874,063 |
Shares vested at period-end | 2,176,028 | 1,510,313 |
Weighted average grant date fair value of shares granted during the period (in Dollars per share) | $ 0.14 | $ 0.26 |
Aggregate grant date fair value of shares granted during the period (in Dollars) | $ 18,760 | $ 12,805 |
Shares available for grant pursuant to EIP at period-end | 9,778,403 | 9,592,868 |
Shareholders' Equity (Deficit_8
Shareholders' Equity (Deficit) (Details) - Schedule of shares issued and outstanding under the EIP outstanding - Employee Equity Incentives Plans [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Shareholders' Equity (Deficit) (Details) - Schedule of shares issued and outstanding under the EIP outstanding [Line Items] | |||
Nonvested at beginning of period | 332,500 | 540,000 | 540,000 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.17 | $ 0.16 | $ 0.16 |
Granted | 664,465 | ||
Weighted Average Grant Date Fair Value, Granted | $ 0.14 | ||
Vested | (609,465) | (176,250) | |
Weighted Average Grant Date Fair Value, Vested | $ 0.14 | $ 0.16 | |
Forfeited | (87,500) | ||
Weighted Average Grant Date Fair Value, Forfeited | $ 0.06 | ||
Nonvested at end of period | 300,000 | 363,750 | 332,500 |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.20 | $ 0.16 | $ 0.17 |
Shareholders' Equity (Deficit_9
Shareholders' Equity (Deficit) (Details) - Schedule of stock options outstanding - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Schedule of stock options outstanding [Abstract] | |||
Outstanding at beginning of the period | 3,269,250 | 3,707,996 | 3,707,996 |
Weighted Average Exercise Price, Outstanding at beginning of the period (in Dollars per share) | $ 0.21 | $ 0.18 | $ 0.18 |
Granted during the period | 60,000 | 1,078,750 | |
Weighted Average Exercise Price, Granted during the period (in Dollars per share) | $ 0.09 | $ 0.26 | |
Exercised during the period | (154,166) | ||
Weighted Average Exercise Price, Exercised during the period (in Dollars per share) | $ 0.20 | ||
Forfeited during the period | (80,000) | (595,830) | |
Weighted Average Exercise Price, Forfeited during the period (in Dollars per share) | $ 0.26 | $ 0.20 | |
Outstanding at end of the period | 3,249,250 | 4,036,750 | 3,269,250 |
Weighted Average Exercise Price, Outstanding at end of the period (in Dollars per share) | $ 0.20 | $ 0.20 | $ 0.21 |
Options exercisable at period-end | 2,012,375 | 1,486,000 | |
Weighted average remaining life (in years) | 7 years | 7 years 328 days | |
Weighted average grant date fair value of options granted during the period (in Dollars per share) | $ 0.07 | $ 0.20 | |
Options available for grant at period-end | 9,775,903 | 9,592,868 |
Shareholders' Equity (Defici_10
Shareholders' Equity (Deficit) (Details) - Schedule of stock warrants outstanding - Equity Option [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Exercise Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Options Outstanding, Number Outstanding (in Shares) | shares | 1,283,000 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 5 years 73 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.08 |
Options Exercisable, Number Exercisable (in Shares) | shares | 1,283,000 |
Options Exercisable, Weighted Average Exercise Price | $ 0.08 |
Exercise Price One [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Options Outstanding, Exercise Prices | |
Exercise Price One [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.10 |
Exercise Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Options Outstanding, Number Outstanding (in Shares) | shares | 1,966,250 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 8 years 36 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.28 |
Options Exercisable, Number Exercisable (in Shares) | shares | 729,375 |
Options Exercisable, Weighted Average Exercise Price | $ 0.29 |
Exercise Price Two [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Options Outstanding, Exercise Prices | 0.11 |
Exercise Price Two [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.31 |
Exercise Prices Three [Member] | |
Class of Warrant or Right [Line Items] | |
Options Outstanding, Number Outstanding (in Shares) | shares | 3,249,250 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 7 years |
Options Outstanding, Weighted-Average Exercise Price | $ 0.20 |
Options Exercisable, Number Exercisable (in Shares) | shares | 2,012,375 |
Options Exercisable, Weighted Average Exercise Price | $ 0.16 |
Exercise Prices Three [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Options Outstanding, Exercise Prices | 0.08 |
Exercise Prices Three [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.31 |
Shareholders' Equity (Defici_11
Shareholders' Equity (Deficit) (Details) - Schedule of non-vested shares issued - Employee Stock Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Shareholders' Equity (Deficit) (Details) - Schedule of non-vested shares issued [Line Items] | |||
Nonvested at beginning of period | 1,636,250 | 2,332,413 | 2,332,413 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.22 | $ 0.13 | $ 0.13 |
Granted | 60,000 | 1,078,750 | |
Weighted Average Grant Date Fair Value, Granted | $ 0.07 | $ 0.20 | |
Vested | (379,375) | (264,583) | |
Weighted Average Grant Date Fair Value, Vested | $ 0.20 | $ 0.18 | |
Forfeited | (80,000) | (595,830) | |
Weighted Average Grant Date Fair Value, Forfeited | $ 0.21 | $ 0.02 | |
Nonvested at end of period | 1,236,875 | 2,550,750 | 1,636,250 |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.21 | $ 0.18 | $ 0.22 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - shares | 1 Months Ended | 9 Months Ended | |
Aug. 24, 2020 | Jul. 20, 2020 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Consideration of common stock issued | 2,240,838 | ||
Cash payment, description | Pursuant to the terms of the settlement, the Company agreed to make cash payments totaling $75,000 over a six-month period. If the payments are not made in full and timely, the amount due increases to $112,500. | ||
Operating lease liability, description | Our lease for office space for our NWC practice expired in July 2020. The Company entered into a new three-year lease agreement for a different facility in Naples facility comprised of 3,650 square feet commencing in August 2020. | ||
Description of commitment | On May 18, 2020, the Company entered into separate 4-year consulting services agreements with each of the two principals of the ACO/MSO business acquired in May 2020 that call for each person to earn fixed annual consulting fees and a share of Medicare shared savings revenue, consulting revenue and overall profits generated by the underlying business. |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of maturities operating lease liabilities - Operating Leases [Member] | Sep. 30, 2020USD ($) |
Commitments and Contingencies (Details) - Schedule of maturities operating lease liabilities [Line Items] | |
2020 | $ 50,882 |
2021 | 205,430 |
2022 | 159,561 |
2023 | 68,457 |
Total lease payments | 484,330 |
Less interest | (180,430) |
Present value of lease liabilities | $ 303,900 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | 3 | |||
Subscription revenue billed and paid | $ 1,366 | $ 1,164 | $ 3,797 | $ 5,075 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of segment information - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Health Services [Member] | ||||
Revenue | ||||
Patient service revenue, net | $ 1,054,806 | $ 1,172,561 | $ 3,502,836 | $ 2,845,941 |
Medicare shared savings revenue | ||||
Consulting revenue | ||||
Total revenue | 1,054,806 | 1,172,561 | 3,502,836 | 2,845,941 |
Operating Expenses | ||||
Practice salaries and benefits | 590,690 | 708,571 | 1,910,897 | 1,762,662 |
Other practice operating expenses | 548,667 | 521,341 | 1,633,380 | 1,287,432 |
Medicare shared savings expenses | ||||
General and administrative | ||||
Depreciation and amortization | 24,557 | 24,385 | 73,027 | 46,561 |
Total Operating Expenses | 1,163,914 | 1,254,297 | 3,617,304 | 3,096,655 |
Loss from operations | (109,108) | (81,736) | (114,468) | (250,714) |
Other Segment Information | ||||
Interest expense | 23,186 | 5,165 | 35,096 | 17,010 |
Loss on sales of marketable securities | ||||
Loss on extinguishment of debt | ||||
Financing cost | ||||
Amortization of original issue and debt discounts on convertible notes | ||||
Change in fair value of debt | ||||
Change in fair value of derivative financial instruments | ||||
Change in fair value of contingent acquisition consideration | ||||
Digital Healthcare [Member] | ||||
Revenue | ||||
Patient service revenue, net | ||||
Medicare shared savings revenue | ||||
Consulting revenue | ||||
Total revenue | ||||
Operating Expenses | ||||
Practice salaries and benefits | ||||
Other practice operating expenses | ||||
Medicare shared savings expenses | ||||
General and administrative | 958,874 | 733,360 | 2,116,159 | 2,084,630 |
Depreciation and amortization | 594 | 595 | 1,784 | 1,784 |
Total Operating Expenses | 959,468 | 733,955 | 2,117,943 | 2,086,414 |
Loss from operations | (959,468) | (733,955) | (2,117,943) | (2,086,414) |
Other Segment Information | ||||
Interest expense | 49,349 | 64,397 | 158,038 | 159,219 |
Loss on sales of marketable securities | 281,606 | 281,606 | ||
Loss on extinguishment of debt | 450,999 | (4,904) | 1,347,371 | 62,459 |
Financing cost | 12,009 | 133,244 | ||
Amortization of original issue and debt discounts on convertible notes | 65,816 | 362,728 | 530,930 | 841,725 |
Change in fair value of debt | 79,062 | 28,885 | 198,764 | 88,991 |
Change in fair value of derivative financial instruments | (12,802) | (158,691) | (739,485) | (574,205) |
Change in fair value of contingent acquisition consideration | (45,996) | (687) | ||
ACO / MSO [Member] | ||||
Revenue | ||||
Patient service revenue, net | ||||
Medicare shared savings revenue | 767,744 | 767,744 | ||
Consulting revenue | 217,605 | 268,025 | ||
Total revenue | 985,349 | 1,035,769 | ||
Operating Expenses | ||||
Practice salaries and benefits | ||||
Other practice operating expenses | ||||
Medicare shared savings expenses | 759,848 | 824,084 | ||
General and administrative | ||||
Depreciation and amortization | ||||
Total Operating Expenses | 759,848 | 824,084 | ||
Loss from operations | 225,501 | 211,685 | ||
Other Segment Information | ||||
Interest expense | ||||
Loss on sales of marketable securities | ||||
Loss on extinguishment of debt | ||||
Financing cost | ||||
Amortization of original issue and debt discounts on convertible notes | ||||
Change in fair value of debt | ||||
Change in fair value of derivative financial instruments | ||||
Change in fair value of contingent acquisition consideration | ||||
Total [Member] | ||||
Revenue | ||||
Patient service revenue, net | 1,054,806 | 1,172,561 | 3,502,836 | 2,845,941 |
Medicare shared savings revenue | 767,744 | 767,744 | ||
Consulting revenue | 217,605 | 268,025 | ||
Total revenue | 2,040,155 | 1,172,561 | 4,538,605 | 2,845,941 |
Operating Expenses | ||||
Practice salaries and benefits | 590,690 | 708,571 | 1,910,897 | 1,762,662 |
Other practice operating expenses | 548,667 | 521,341 | 1,633,380 | 1,287,432 |
Medicare shared savings expenses | 759,848 | 824,084 | ||
General and administrative | 958,874 | 733,360 | 2,116,159 | 2,084,630 |
Depreciation and amortization | 25,151 | 24,980 | 74,811 | 48,345 |
Total Operating Expenses | 2,883,230 | 1,988,252 | 6,559,331 | 5,183,069 |
Loss from operations | (843,075) | (815,691) | (2,020,726) | (2,337,128) |
Other Segment Information | ||||
Interest expense | 72,535 | 69,562 | 193,134 | 176,229 |
Loss on sales of marketable securities | 281,606 | 281,606 | ||
Loss on extinguishment of debt | 450,999 | (4,904) | 1,347,371 | 62,459 |
Financing cost | 12,009 | 133,244 | ||
Amortization of original issue and debt discounts on convertible notes | 65,816 | 362,728 | 530,930 | 841,725 |
Change in fair value of debt | 79,062 | 28,885 | 198,764 | 88,991 |
Change in fair value of derivative financial instruments | (12,802) | (158,691) | (739,485) | $ (574,205) |
Change in fair value of contingent acquisition consideration | $ (45,996) | $ (687) |
Segment Reporting (Details) -_2
Segment Reporting (Details) - Schedule of segment assets information - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Reporting (Details) - Schedule of segment assets information [Line Items] | ||
Identifiable assets | $ 4,105,099 | $ 2,474,688 |
Goodwill | 1,454,856 | 71,866 |
Health Services [Member] | ||
Segment Reporting (Details) - Schedule of segment assets information [Line Items] | ||
Identifiable assets | 2,250,647 | 2,356,886 |
Goodwill | 71,866 | |
Digital Healthcare [Member] | ||
Segment Reporting (Details) - Schedule of segment assets information [Line Items] | ||
Identifiable assets | 952,716 | 117,802 |
Goodwill | ||
ACO/MCO [Member] | ||
Segment Reporting (Details) - Schedule of segment assets information [Line Items] | ||
Identifiable assets | 901,736 | |
Goodwill | $ 1,454,856 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 2,079,876 | $ 2,407,777 |
Convertible notes payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,153,279 | 723,482 |
Contingent acquisition consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 926,597 | 500,000 |
Notes payable to related party [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 193,007 | |
Derivative financial instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 991,288 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 1 [Member] | Convertible notes payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 1 [Member] | Contingent acquisition consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 1 [Member] | Notes payable to related party [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 1 [Member] | Derivative financial instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | Convertible notes payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | Contingent acquisition consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | Notes payable to related party [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | Derivative financial instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 2,079,876 | 2,407,777 |
Fair Value, Inputs, Level 3 [Member] | Convertible notes payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,153,279 | 723,482 |
Fair Value, Inputs, Level 3 [Member] | Contingent acquisition consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 926,597 | 500,000 |
Fair Value, Inputs, Level 3 [Member] | Notes payable to related party [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 193,007 | |
Fair Value, Inputs, Level 3 [Member] | Derivative financial instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 991,288 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of level 3 financial instruments measured at fair value on recurring basis - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Total | $ (20,264) | $ 129,806 | $ 541,408 | $ 485,214 |
Convertible Notes Payable [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Total | (46,094) | (22,899) | (117,829) | (70,921) |
Notes Payable to Related Party [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Total | (32,968) | (5,986) | (80,935) | (18,070) |
Derivative Financial Instruments [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Total | 12,802 | 158,691 | 739,485 | 574,205 |
Contingent acquisition consideration [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Total | $ 45,996 | $ 687 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Oct. 20, 2020 | |
MedOfficeDirect L.L.C. [Member] | Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Merger agreement, description | the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, MOD FL, LLC, a Florida limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), MedOfficeDirect L.L.C. (“MOD”) and certain of the members of MOD. The Merger Agreement provided that the Merger Sub would merge with and into MOD, with MOD surviving as a wholly-owned subsidiary of the Company (the “Merger”). As consideration for the Merger, the members of MOD are receiving consideration valued at up to $6,010,000, including (i) the issuance of an aggregate of 19,045,563 restricted shares of the Company’s common stock valued at to $2,704,470 upon the closing of the Merger (the “Closing Shares”), (ii) the issuance of an aggregate of up to 10,004,749 restricted shares of the Company’s common stock valued at up to $2,602,330 over a four year period based on MOD achieving certain revenue targets as set forth in the Merger Agreement (the “Earnout Shares”), and (iii) the partial satisfaction of certain outstanding debt obligations of MOD in the amount of $703,200 in cash by the Company. The Company and MOD completed the Merger by filing the Certificate of Merger with the Florida Department of State. As a result of the Merger, with MOD surviving as a wholly-owned subsidiary of the Company, the Company acquired all of the assets of MOD. MOD is a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States. With over 13,000 name brand medical products in over 150 different categories, MOD leverages Group Purchasing Organization pricing discounts with a small unit-of-measure direct-to-consumer shipping model to make ordering medical supplies both convenient and highly cost effective for its users. Dr. Michael Dent, the Chief Executive Officer and the Chairman of the Board of Directors of the Company, George O’Leary, the Chief Financial Officer and a director of the Company, and Robert Gasparini, a director of the Company, were members of MOD and received Merger Consideration in connection with the Merger as follows: (1) Dr. Dent received 10,573,745 Closing Shares and may earn up to 5,554,452 additional Earnout Shares, (2) Mr. O’Leary received 1,130,213 Closing Shares and may earn up to 593,707 additional Earnout Shares, and (3) Mr. Gasparini received 99,437 Closing Shares and may earn up to 52,235 additional Earnout Shares. |