Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | HealthLynked Corp. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 238,033,117 | ||
Entity Public Float | $ 88,288,799 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001680139 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-55768 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 47-1634127 | ||
Entity Address, Address Line One | 1265 Creekside Parkway | ||
Entity Address, Address Line Two | Suite 302 | ||
Entity Address, City or Town | Naples | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 34108 | ||
City Area Code | (800) | ||
Local Phone Number | 928-7144 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | RBSM LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 587 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 3,291,646 | $ 162,184 |
Accounts receivable, net of allowance for doubtful accounts of $13,972 and $13,972 as of December 31, 2021 and 2020, respectively | 86,287 | 87,153 |
Inventory | 134,930 | 95,200 |
Prepaid expenses and other | 137,630 | 59,003 |
Total Current Assets | 3,650,493 | 403,540 |
Property, plant and equipment, net of accumulated depreciation of $283,512 and $177,457 as of December 31, 2021 and 2020, respectively | 350,482 | 437,286 |
Intangible assets, net of accumulated amortization of $873,417 and $151,776 as of December 31, 2021 and 2020, respectively | 4,880,121 | 5,601,762 |
Goodwill | 1,148,105 | 1,148,105 |
Right of use lease assets | 526,730 | 417,913 |
Deferred equity compensation and deposits | 138,625 | 17,942 |
Total Assets | 10,694,556 | 8,026,548 |
Current Liabilities | ||
Accounts payable and accrued expenses | 790,843 | 1,891,749 |
Contract liabilities | 72,838 | 89,425 |
Lease liability, current portion | 288,966 | 150,251 |
Due to related party, current portion | 300,600 | 300,600 |
Government and vendor notes payable, current portion | 411,427 | |
Convertible notes payable, net of original issue discount and debt discount of $-0- and $-0- as of December 31, 2021 and 2020, respectively | 1,336,350 | |
Liability-classified equity instruments, current portion | 61,250 | |
Contingent acquisition consideration, current portion | 403,466 | 701,961 |
Total Current Liabilities | 1,917,963 | 4,881,763 |
Long-Term Liabilities | ||
Government and vendor notes payable, long term portion | 450,000 | 722,508 |
Liability-classified equity instruments, long term portion | 101,250 | |
Contingent acquisition consideration, long term portion | 782,224 | 798,479 |
Lease liability, long term portion | 239,225 | 273,790 |
Total Liabilities | 3,490,662 | 6,676,540 |
Shareholders’ Equity | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 237,893,473 and 187,967,881 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 23,789 | 18,797 |
Series B convertible preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 2,750,000 and 2,750,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 2,750 | 2,750 |
Common stock issuable, $0.0001 par value; 719,366 and 2,150,020 shares as of December 31, 2021 and 2020, respectively | 282,347 | 262,273 |
Additional paid-in capital | 39,100,197 | 22,851,098 |
Accumulated deficit | (32,205,189) | (21,784,910) |
Total Shareholders’ Equity | 7,203,894 | 1,350,008 |
Total Liabilities and Shareholders’ Equity | $ 10,694,556 | $ 8,026,548 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, net of allowance for doubtful accounts (in Dollars) | $ 13,972 | $ 13,972 |
Property, plant and equipment, net of accumulated depreciation (in Dollars) | 283,512 | 177,457 |
Intangible assets, net of accumulated amortization (in Dollars) | 873,417 | 151,776 |
Convertible notes payable, net of original issue discount (in Dollars) | $ 0 | $ 0 |
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 | 237,893,473 | 187,967,881 |
Common stock, shares outstanding | 237,893,473 | 187,967,881 |
Common stock issuable, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock issuable, shares | 719,366 | 2,150,020 |
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 | 2,750,000 |
Preferred stock, shares outstanding | 2,750,000 | 2,750,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Patient service revenue, net | $ 5,764,186 | $ 4,743,811 |
Medicare shared savings revenue | 2,419,312 | 767,744 |
Consulting and event revenue | 296,432 | 432,977 |
Product revenue | 718,062 | 188,588 |
Total revenue | 9,197,992 | 6,133,120 |
Operating Expenses and Costs | ||
Practice salaries and benefits | 3,114,991 | 2,581,481 |
Other practice operating expenses | 2,349,279 | 2,149,118 |
Medicare shared savings expenses | 2,413,205 | 1,017,494 |
Cost of product revenue | 606,521 | 146,461 |
Selling, general and administrative expenses | 4,929,668 | 3,063,029 |
Depreciation and amortization | 827,696 | 247,366 |
Total Operating Expenses and Costs | 14,241,360 | 9,204,949 |
Loss from operations | (5,043,368) | (3,071,829) |
Other Income (Expenses) | ||
Loss on sales of marketable securities | (282,107) | |
Gain (loss) on extinguishment of debt | (4,957,168) | (1,347,371) |
Change in fair value of debt | (19,246) | (381,835) |
Amortization of original issue and debt discounts on notes payable and convertible notes | (530,930) | |
Change in fair value of derivative financial instruments | 739,485 | |
Change in fair value of contingent acquisition consideration | (373,656) | 75,952 |
Loss on settlement of litigation and other dispute | (706,862) | |
Interest income (expense) | (19,144) | (249,759) |
Total other income (expenses) | (5,369,214) | (2,683,427) |
Net loss before provision for income taxes | (10,412,582) | (5,755,256) |
Provision for income taxes | ||
Net loss | (10,412,582) | (5,755,256) |
Deemed dividend - amortization of beneficial conversion feature and down round adjustment to warrants | (353,571) | (446,036) |
Net loss to common shareholders | $ (10,766,153) | $ (6,201,292) |
Net loss per share to common shareholders, basic and diluted: | ||
Basic (in Dollars per share) | $ (0.05) | $ (0.04) |
Fully diluted (in Dollars per share) | $ (0.05) | $ (0.04) |
Basic (in Shares) | 227,847,181 | 142,824,870 |
Fully diluted (in Shares) | 227,847,181 | 142,824,870 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders’ Equity - USD ($) | Common Stock | Preferred Stock | Common Stock Issuable | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 10,990 | $ 159,538 | $ 13,016,446 | $ (16,029,654) | $ (2,842,680) | |
Balance (in Shares) at Dec. 31, 2019 | 109,894,490 | |||||
Sales of common stock | $ 1,327 | (59,000) | 1,058,684 | 1,001,011 | ||
Sales of common stock (in Shares) | 13,264,262 | |||||
Fair value of warrants allocated to proceeds of common stock | 186,275 | 186,275 | ||||
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 | ||||
Conversion of convertible notes payable to common stock | $ 1,420 | 1,664,096 | 1,665,516 | |||
Conversion of convertible notes payable to common stock (in Shares) | 14,197,123 | |||||
Gain on extinguishment of related party debt allocated to additional paid in capital | 283,862 | 283,862 | ||||
Acquisition of Cura Health Management LLC | $ 224 | 201,451 | 201,675 | |||
Acquisition of Cura Health Management LLC (in Shares) | 2,240,838 | |||||
Acquisition of MedOffice Direct LLC | $ 1,904 | 2,702,565 | 2,704,469 | |||
Acquisition of MedOffice Direct LLC (in Shares) | 19,045,564 | |||||
Contingent acquisition consideration issuable | $ 184 | 292,599 | 292,783 | |||
Contingent acquisition consideration issuable (in Shares) | 1,835,626 | |||||
Exercise of stock warrants | $ 93 | (93) | ||||
Exercise of stock warrants (in Shares) | 927,398 | |||||
Consultant and director fees payable with common shares and warrants | $ 111 | 153,940 | 159,817 | 313,868 | ||
Consultant and director fees payable with common shares and warrants (in Shares) | 1,114,861 | |||||
Shares and options issued pursuant to employee equity incentive plan | $ 92 | 7,795 | 223,709 | 231,596 | ||
Shares and options issued pursuant to employee equity incentive plan (in Shares) | 924,992 | |||||
Net loss | (5,755,256) | (5,755,256) | ||||
Balance at Dec. 31, 2020 | $ 18,797 | $ 2,750 | 262,273 | 22,851,098 | (21,784,910) | 1,350,008 |
Balance (in Shares) at Dec. 31, 2020 | 187,967,881 | 2,750,000 | ||||
Sales of common stock | $ 1,986 | 4,767,883 | 4,769,869 | |||
Sales of common stock (in Shares) | 19,871,745 | |||||
Fair value of warrants allocated to proceeds of common stock | 2,179,412 | 2,179,412 | ||||
Conversion of convertible notes payable to common stock | $ 1,354 | 4,060,194 | 4,061,548 | |||
Conversion of convertible notes payable to common stock (in Shares) | 13,538,494 | |||||
Fair value of warrants issued in connection with conversion and retirement of convertible notes payable | 3,201,138 | 3,201,138 | ||||
Fair value of warrants issued for professional services | 43,235 | 43,235 | ||||
Contingent acquisition consideration issuable | $ 81 | 366,219 | 366,300 | |||
Contingent acquisition consideration issuable (in Shares) | 806,828 | |||||
Exercise of stock warrants | $ 1,212 | 946,760 | 947,972 | |||
Exercise of stock warrants (in Shares) | 12,112,610 | |||||
Exercise of stock options | $ 14 | 16,436 | 16,450 | |||
Exercise of stock options (in Shares) | 145,500 | |||||
Repurchase of treasury stock | $ (3) | (7,697) | (7,700) | |||
Repurchase of treasury stock (in Shares) | (27,500) | |||||
Consultant and director fees payable with common shares and warrants | $ 300 | (7,968) | 494,946 | 487,278 | ||
Consultant and director fees payable with common shares and warrants (in Shares) | 2,998,122 | |||||
Shares and options issued pursuant to employee equity incentive plan | $ 48 | 28,042 | 172,876 | 200,966 | ||
Shares and options issued pursuant to employee equity incentive plan (in Shares) | 479,793 | |||||
Net loss | (10,412,582) | (10,412,582) | ||||
Balance at Dec. 31, 2021 | $ 23,789 | $ 2,750 | $ 282,347 | $ 39,100,197 | $ (32,205,189) | $ 7,203,894 |
Balance (in Shares) at Dec. 31, 2021 | 237,893,473 | 2,750,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (10,412,582) | $ (5,755,256) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 827,696 | 247,366 |
Stock based compensation, including amortization of deferred equity compensation | 742,729 | 564,667 |
Amortization of original issue discount and debt discount on convertible notes | 530,930 | |
Loss on sales of marketable securities | 282,107 | |
Change in fair value of derivative financial instruments | (739,485) | |
Loss on extinguishment of debt | 4,957,168 | 1,347,371 |
Change in fair value of debt | 19,246 | 381,835 |
Change in fair value of contingent acquisition consideration | 373,656 | (75,952) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 866 | 86,295 |
Inventory | (39,730) | (24,740) |
Prepaid expenses and deposits | (48,060) | 73,125 |
ROU lease assets | 109,587 | 222,781 |
Accounts payable and accrued expenses | (169,589) | 983,904 |
Lease liability | (114,254) | (221,009) |
Due to related party, current portion | 46,370 | |
Contract liabilities | (16,587) | (67,606) |
Net cash used in operating activities | (3,769,854) | (2,117,297) |
Cash Flows from Investing Activities | ||
Proceeds from sale of marketable securities | 2,784,782 | |
Acquisition, net of cash acquired | (810,156) | |
Payment of contingent acquisition consideration | (322,106) | (137,390) |
Acquisition of property and equipment | (19,250) | (24,997) |
Net cash (used in) provided by investing activities | (341,356) | 1,812,239 |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 6,949,281 | 1,187,286 |
Proceeds from exercise of options and warrants | 350,200 | |
Proceeds from issuance of convertible notes | 827,500 | |
Repayment of convertible notes | (1,882,405) | |
Proceeds from related party loans | 149,000 | |
Repayment of related party loans | (967,756) | |
Proceeds from government loans | 1,071,069 | |
Repayment of vendor loans payable | (51,109) | (27,893) |
Repurchase of treasury stock | (7,700) | |
Net cash provided by financing activities | 7,240,672 | 356,801 |
Net increase in cash | 3,129,462 | 51,743 |
Cash, beginning of year | 162,184 | 110,441 |
Cash, end of year | 3,291,646 | 162,184 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 232 | 203,396 |
Cash paid during the period for income tax | ||
Schedule of non-cash investing and financing activities: | ||
Forgiveness of government loans | 632,826 | |
Common stock issuable issued during period | 262,273 | 66,161 |
Fair value of warrants issued for professional service | 43,236 | |
Incremental fair value of warrants modified to extend maturity date of convertible notes payable | 126,502 | |
Conversion of convertible note payable to common shares | 4,061,549 | 1,665,516 |
Fair value of warrants issued in connection with conversion of convertible notes payable | 3,074,637 | |
Accrued liabilities relieved upon cashless exercise of warrants | 614,221 | |
Contingent acquisition consideration payable in common stock | 366,300 | |
Fair value of liability-classified equity instruments issued | 165,000 | |
Initial derivative liability and fair value of beneficial conversion feature and original issue discount allocated to proceeds of variable convertible notes payable | 211,497 | |
Adoption of lease obligation and ROU asset | 365,563 | |
Fair value of shares issued as acquisition consideration | 2,906,145 | |
Fair value of contingent acquisition consideration issued | 1,999,676 | |
Derivative liabilities written off with repayment of convertible notes payable | 328,000 | |
Derivative liabilities written off with conversion of convertible notes payable | 135,300 | |
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 | |
Gain on extinguishment of related party debt allocated to additional paid in capital | $ 283,862 |
Business and Business Presentat
Business and Business Presentation | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021, the Company operated in four distinct divisions: the Health Services Division, the Digital Healthcare Division, the ACO/MSO (Accountable Care Organization / Managed Service Organization) Division, and the Medical Distribution 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 operates an online personal medical information and record archive system, the “HealthLynked Network,” which enables 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. The Medical Distribution Division is comprised of the operations of MedOffice Direct LLC (“MOD”), a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States acquired by the Company on October 19, 2020. These 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”). On a consolidated basis, the Company’s operations are comprised of the parent company, HealthLynked Corp., and its six subsidiaries: NWC, NCFM, BTG, CHM, AHP and MOD. 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 | 12 Months Ended |
Dec. 31, 2021 | |
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 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 fair valuation of acquired intangible assets, cash flow and fair value assumptions associated with measurements of contingent acquisition consideration and impairment of intangible assets and goodwill, valuation of inventory, 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. 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 include 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 arrangements 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 and BTG are provided on a cash basis and not submitted through third party insurance providers. Contract liabilities related to prepaid BTG patient service revenue were $42,530 and $35,779 as of December 31, 2021 and 2020, respectively. 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 fiscal quarter 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 plan year 2020 in September 2021 and for plan year 2019 in September 2020. Accordingly, the Company recognized Medicare shared savings revenue of $2,419,312 and $767,744 in the years ended December 31, 2021 and 2020, respectively. 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 and Event Revenue Also pursuant to ASC 606, the Company recognizes service revenue as services are provided, with any unearned but paid amounts recorded as a contract liability at each balance sheet date. Contract liabilities related to consulting revenue were $25,000 and $47,864 as of December 31, 2021 and 2020, respectively. Event revenue, comprised of admission fees for summit events, is recognized when an event is held. Product Revenue Revenue is derived from the distribution of medical products that are sourced from a third party. The Company recognizes revenue at a point in time when title transfers to customers and the Company has no further obligation to provide services related to such products, which occurs when the product ships. The Company is the principal in its revenue transactions and as a result revenue is recorded on a gross basis. The Company has determined that it controls the ability to direct the use of the product provided prior to transfer to a customer, is primarily responsible for fulfilling the promise to provide the product to its customer, has discretion in establishing prices, and ultimately controls the transfer of the product to the customer. Shipping and handling costs billed to customers are recorded in revenue. Contract liabilities related to product revenue were $5,308 and $5,782 as of December 31, 2021 and 2020, respectively. There were no contract assets as of December 31, 2021 or 2020. Sales are made inclusive of sales tax, where such sales tax is applicable. Sales tax is applicable on sales made in the state of Florida, where the Company has physical nexus. The Company has determined that it does not have economic nexus in any other states. The Company does not sell products outside of the United States. The Company maintains a return policy that allows customers to return a product within a specified period of time prior to and subsequent to the expiration date of the product. The Company analyzes the need for a product return allowance at the end of each period based on eligible products. Product return allowance was $14,834 and $26,839 and as of December 31, 2021 and 2020, respectively. Contract Liabilities Contract liabilities represent payments from customers for consulting services, patient services and medical products that precede the Company’s service or product fulfillment performance obligation. The Company’s contract liabilities balance was $72,838 and $89,425 as of December 31, 2021 and 2020, respectively. 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 to 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 received Medicare shared savings payments and recognized revenue of $2,419,312 for plan year 2020 in September 2021 and $767,744 for plan year 2019 in September 2020. Of the Medicare shared savings payments received, $979,736 and $388,884 were recognized as provider shared savings expense in the quarter and years ended December 31, 2021 and 2020, respectively, and are included in “Medicare shared savings expenses” on the accompanying Consolidated Statement of Operations. 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 at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2021 and 2020, the Company had $2,957,040 and $18,227 in excess of the FDIC insured limit, respectively. 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 December 31, 2021 and 2020, the Company’s gross patient services accounts receivable were $193,363 and $165,464, respectively, and net patient services accounts receivable were $86,287 and $71,655, respectively, based upon net reporting of accounts receivable. As of December 31, 2021 and 2020, the Company’s allowance of doubtful accounts was $13,972 and $13,972, respectively. The Company also had $-0- and $15,498 accounts receivable related to amounts billed under consulting contracts as of December 31, 2021 and 2020, respectively. 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 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 years ended December 31, 2021 or 2020. 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. The Company relies on a sole supplier for the fulfillment of all of its product sales made through MOD. 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. 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 revalued at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.” Government Notes Payable During 2020, the Company and certain of its subsidiaries received loans under the Paycheck Protection Program (the “PPP”). The PPP loans, administered by the U.S. Small Business Administration (the “SBA”), were issued under the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. 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. The Company accounts for forgiveness of government loans pursuant to FASB ASC 470, “Debt,” (“ASC 470”). Pursuant to ASC 470, loan forgiveness is recognized in earnings as a gain on extinguishment of debt when the debt is legally released by the lender. 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. The Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. 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 years ended December 31, 2021 or 2020, 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. The Company incurs further deemed dividends on certain of its warrants containing a down round provision equal to the difference in fair value of the warrants before and after the triggering of the down round adjustment. 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 years ended December 31, 2021 and 2020, 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 December 31, 2021 and 2020, potentially dilutive securities were comprised of (i) 59,796,992 and 51,352,986 warrants outstanding, respectively, (ii) 3,456,250 and 3,111,750 stock options outstanding, respectively, (iii) -0- and 10,298,333 shares issuable upon conversion of convertible notes, respectively, (iv) 302,050 and 200,000 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, and (v) up to 13,750,000 and 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. From time to time, the Company also issues stock awards settleable in a variable number of common shares. Such awards are classified as liabilities until such time as the number of shares underlying the grant is determinable. 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. The Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. 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. Certain of the Company’s warrants include a so-called down round provision. The Company accounts for such provisions pursuant to ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging Shareholders’ Equity 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 four 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), 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), and Medical Distribution (comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices acquired by the Company on October 19, 2020). Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clar |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity [Abstract] | |
LIQUIDITY | NOTE 3 – LIQUIDITY As of December 31, 2021, the Company had cash balances of $3,291,646, working capital of $1,732,530 and accumulated deficit $32,205,189. For the year months ended December 31, 2021, the Company had a net loss of $10,412,582 and net cash used by operating activities of $3,769,854. Net cash used in investing activities was $341,356. Net cash provided by financing activities was $7,240,672, including $6,949,281 received from sales of common stock in private placements, registered direct transactions and puts pursuant to the July 2016 $3 million investment agreement (the “Investment Agreement”), and $350,200 in proceeds from the exercise of stock options and warrants. During January 2021, the holder of $1,038,500 fixed rate convertible debt converted the entire face value of $1,038,500, plus $317,096 of accrued interest on such notes, into 13,538,494 shares of common stock pursuant to the original conversion terms of the underlying notes. Following the conversion, the Company had no further convertible debt outstanding. During May 2021, PPP loans in the amount of $632,826 plus $6,503 accrued interest were forgiven. During August 2021, the Company sold 3,703,704 common shares and 1,851,852 five-year warrants with an exercise price of $0.65 to an institutional investor at an offering price of $0.54 per share, resulting in gross proceeds of $2,000,000. Management believes that the Company has sufficient cash on hand to fund the business for at least the next 12 months. The Company intends that the longer term (i.e., beyond twelve months) cost of completing additional intended acquisitions, implementing its development and sales efforts related to the HealthLynked Network and maintaining existing and expanding overhead and administrative costs will be financed from (i) cash on hand resulting from fund raising efforts in 2021, (ii) profits generated by NCFM, BTG and CHM (including expected Medicare Shared Savings revenue projected to be received annually in the third fiscal quarter of each year), and (iii) the use of further outside funding sources. No assurances can be given that the Company will be able to access additional outside capital in a timely fashion. 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. 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. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The outbreak of the pandemic is materially adversely affecting the Company’s employees, patients, communities and business operations, as well as the U.S. economy and financial markets. 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. In response to COVID-19, the Company implemented additional safety measures in its patient services locations and its corporate headquarters. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
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 $3,066,889 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 year ended December 31, 2020, the Company sold all 76,026 of the NEO Shares and received proceeds of $2,784,782, realizing losses of $282,107. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
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. Following the acquisition, HCFM was rebranded as NCFM and was combined with NWC to form the Company’s Health Services segment. 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 $1,764,672. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”). The total consideration fair value represents a transaction value of $1,764,672. The following table summarizes the fair value of consideration paid: Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Fair Value of Contingent Acquisition Consideration 299,672 Less cash received (35,000 ) Fair Value of Total Consideration $ 1,764,672 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. In May 2020, the Company paid the seller $47,000 in satisfaction of the year 1 earn out. In May 2021, the Company paid the seller $196,000 in satisfaction of the year 2 earn out. The fair value of the contingent acquisition consideration related to the future earn-out payments is calculated using a probability-weighted discounted cash flow projection and 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 years ended December 31, 2021 and 2020, the Company recognized losses on the change in the fair value of contingent acquisition consideration of ($66,888) and ($48,564), respectively. During the years ended December 31, 2021 and 2020, the Company paid the sellers $196,000 and $47,000 cash, respectively, in satisfaction of the second year and first year earn-outs, respectively. 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. 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 $ 1,764,672 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 CHM and its wholly owned subsidiary 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. Following the acquisition, the business of CHM comprised 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 the Company’s common stock issued at closing, (iii) up to $223,500 additional cash and $660,000 in additional shares of the Company’s common stock 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 $1,423,465. The following table summarizes the fair value of consideration paid: Cash paid at closing $ 214,000 Shares issued at closing (2,240,838 shares) 201,675 Cash and shares contingent upon 2019 program year MSSP payment target 778,192 Cash contingent upon four-year earn-out 279,593 Less cash received (49,995 ) $ 1,423,465 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 (the “Second Amendment”) and in satisfaction of the Current Earnout, the Company paid $90,389 cash, issued 1,835,625 shares of the Company’s common stock 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 “Residual Earnout”). During September 2021, the Company was notified of the amount of Medicare shared savings and received payment for plan year 2020 in the amount of $2,419,312. Because the shared saving payment exceeded $1.725 million, the sellers were paid $124,043 cash and issued 806,828 shares of Company common stock with a value of $366,300 pursuant to the Residual Earnout. Following the payments, the Company had no further obligations under the Residual Earnout. The Company also determined that the sellers did not earn any of the $62,500 year-one Future Earnout related to the performance period May 19, 2020 to May 18, 2021. 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 years ended December 31, 2021 and 2020, the Company recognized (losses) on the change in the fair value of contingent acquisition consideration of ($86,274) and ($8,048), respectively. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Accounts receivable $ 90,197 Prepayments 15,294 ACO physician contracts 1,073,000 Goodwill 381,856 Accounts payable (32,848 ) Deferred revenue (104,034 ) Fair Value of Identifiable Assets Acquired and Liabilities Assumed $ 1,423,465 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. MedOffice Direct LLC – October 2020 On October 19, 2020, the Company acquired a 100% interest in MOD, 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 pricing discounts with a small unit-of-measure direct-to-consumer shipping model to make ordering medical supplies more convenient and cost effective for its users. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805. Following the acquisition, the business of MOD comprised the Company’s Medical Distribution Division. Under the terms of acquisition, the Company paid the following consideration: (i) 19,045,563 shares of Company common stock issued at closing, (ii) partial satisfaction of certain outstanding debt obligations of MOD in the amount of $703,200 in cash paid by the Company, and (iii) up to 10,004,749 restricted shares of the Company’s common stock over a four-year period based on MOD achieving prescribed revenue targets in calendar years 2021 through 2024. 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 consideration in connection with Company’s acquisition of MOD as follows: (1) Dr. Dent received 10,573,745 Company common shares at closing, may earn up to 5,554,452 additional Company common shares pursuant to the earn-out, and received $457,200 cash repayment of debt, (2) Mr. O’Leary received 1,130,213 Company common shares at closing, may earn up to 593,707 additional Company common shares pursuant to the earn-out, and received $66,000 cash repayment of debt, and (3) Mr. Gasparini received 99,437 Company common shares at closing and may earn up to 52,235 additional Company common shares pursuant to the earn-out. The total consideration fair value represents a transaction value of $3,999,730. The following table summarizes the fair value of consideration paid: Shares issued at closing (19,045,563 shares) $ 2,704,470 Payment of MOD debt obligations in cash 703,200 Shares contingent upon four-year earn-out 649,108 Less cash received (57,048 ) $ 3,999,730 The fair value of the 19,045,563 common shares issued at closing was determined using the average closing price for the five days prior to the closing date of October 19, 2020. The terms of the earn out require the Company to issue to the former equity members of MOD up to 1,9688,448 shares, 3,154,264 shares, 2,631,195 shares and 2,250,842 shares, respectively, (the “MOD Earnout Shares”) based on achievement by the underlying business of revenue of at least $1,500,000 in 2021, $1,875,000 in 2022, $2,344,000 in 2023 and $2,930,000 in 2024. The MOD Earnout Shares are issuable by April 30 of the year following the measurement year. The fair value of the contingent acquisition consideration related to the MOD Earnout Shares 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 years ended December 31, 2021 and 2020, the Company recognized gains (losses) on the change in the fair value of contingent acquisition consideration related to the MOD Earnout Shares of ($220,494) and $132,564, respectively. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Website $ 3,538,000 Goodwill 766,249 Accounts payable and accruals (160,762 ) Notes payable (90,759 ) Deferred revenue (52,998 ) Fair Value of Identifiable Assets Acquired and Liabilities Assumed $ 3,999,730 The fair value of the website of $3,538,000 was estimated by applying the income approach. Under the income approach, the expected future cash flows generated by the asset 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 discount rate of 23.48% (ii) sustainable growth of 3.00% and (iii) a benefit stream using EBITDA cash flow. The website is being amortized over a five-year expected life. Goodwill of $766,249 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 table represents the pro forma consolidated income statement as if HCFM, CHM and MOD had been included in the consolidated results of the Company for the year ended December 31, 2020. All acquired entities were included in the Company’s consolidated results of operations in the year ended December 31, 2021. 2020 Revenue $ 7,174,911 Net loss $ (6,399,368 ) These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of HCFM, CHM and MOD 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. |
Prepaid Expenses and Other
Prepaid Expenses and Other | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER | NOTE 6 –PREPAID EXPENSES AND OTHER Prepaid and other expenses as of December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Insurance prepayments $ 25,020 $ 19,590 Other expense prepayments 50,860 14,119 Rent deposits 49,125 43,236 Deferred equity compensation 151,250 --- Total prepaid expenses and other 276,255 76,945 Less: long term portion (138,625 ) (17,942 ) Prepaid expenses and other, current portion $ 137,630 $ 59,003 Deferred equity compensation reflects common stock grants made in the year ended December 31, 2021 from the Company’s 2021 Equity Incentive Plan that vest over a four-year period and that are settleable for a fixed dollar amount rather than a fixed number of shares. The original grant date fair value of the equity compensation was $165,000. Amortization in the years ended December 31, 2021 and 2020 was $13,750 and $-0-, respectively. At inception, the Company recorded a corresponding liability captioned “Liability-classified equity instruments.” |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 7 – PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment as of December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Medical equipment $ 484,126 $ 484,126 Furniture, office equipment and leasehold improvements 149,868 130,617 Total property, plant and equipment 633,994 614,743 Less: accumulated depreciation (283,512 ) (177,457 ) Property, plant and equipment, net $ 350,482 $ 437,286 Depreciation expense during the years ended December 31, 2021 and 2020 was $106,055 and $101,498, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 8 – INTANGIBLE ASSETS AND GOODWILL Intangible assets as of December 31, 2021 and 2020 were as follows: December 31, 2021 2020 NCFM: Medical database $ 1,101,538 $ 1,101,538 NCFM: Website 41,000 41,000 CHM: ACO physician contracts 1,073,000 1,073,000 MOD: Website 3,538,000 3,538,000 Total intangible assets 5,753,538 5,753,538 Less: accumulated amortization (873,417 ) (151,776 ) Intangible assets, net $ 4,880,121 $ 5,601,762 Goodwill and intangible assets arose from the acquisitions of NCFM in April 2019, CHM in May 2020, and MOD in October 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. The MOD website is being amortized on a straight-line basis over its estimated useful life of five years. Goodwill represents the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisition of CHM and MOD and amounts to $ 1, 481,105 Amortization expense in the years ended December 31, 2021 and 2020 was $721,641 and $145,868, respectively. No impairment charges were recognized related to goodwill and intangible assets in the years ended December 31, 2021 or 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 9 – LEASES The Company has separate operating leases for office space related to its NWC, NCFM and BTG practices and two separate lease relating to its corporate headquarters that expire in July 2023, May 2022, March 2023, November 2023 and November 2023, respectively. As of December 31, 2021, the Company’s weighted-average remaining lease term relating to its operating leases was 1.7 years, with a weighted-average discount rate of 20.25%. The Company was also previously a 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 December 31, 2021 and 2020: December 31, 2021 2020 Lease assets $ 526,730 $ 417,913 Lease liabilities Lease liabilities (short term) $ 288,966 $ 150,251 Lease liabilities (long term) 239,225 273,790 Total lease liabilities $ 528,191 $ 424,041 Lease expense in the years ended December 31, 2021 and 2020 was as follows: Year Ended December 31, 2021 2020 Operating leases $ 341,453 $ 296,027 Financing leases --- 4,587 Total lease expense $ 341,453 $ 300,614 Maturities of operating lease liabilities were as follows as of December 31, 2021: 2022 $ 383,619 2023 273,844 Total lease payments 657,463 Less interest (129,272 ) Present value of lease liabilities $ 528,191 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Amounts related to accounts payable and accrued expenses as of December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Trade accounts payable $ 306,220 $ 361,346 Accrued payroll liabilities 172,500 135,625 Accrued operating expenses 265,411 340,464 Accrued interest 46,712 347,452 Accrued settlement of litigation and other dispute --- 706,862 $ 790,843 $ 1,891,749 |
Contract Liabilities
Contract Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Contract Liabilities [Abstract] | |
CONTRACT LIABILITIES | NOTE 11 – CONTRACT LIABILITIES Amounts related to contract liabilities in the years ended December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Patient services paid but not provided $ 42,530 $ 35,779 Consulting services paid but not provided 25,000 47,864 Unshipped products 5,308 5,782 $ 72,838 $ 89,425 Contract liabilities relate to contracted consulting services at CHM for which payment has been made but services have not yet been rendered as of the measurement date, physical therapy services purchased as a prepaid bundle for which services have not yet been provided, and MOD products that have been ordered and paid for by the customer but which have not been shipped as of the measurement date. The Company typically satisfies its performance obligations related to such contracts upon completion of service or shipment of product. Payment is typically made in the period prior to the services being provided. |
Amounts Due To Related Party an
Amounts Due To Related Party and Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS | NOTE 12 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS Amounts due to related parties as of December 31, 2021 and 2020 were comprised of deferred compensation in the amount of $300,600. Retired Notes Payable to Dr. Dent Our founder and CEO, Dr. Michael Dent, made loans to the Company from time to time in the form of unsecured promissory notes payable (the “Dent Notes”). On September 21, 2020, the Company and Dr. Dent entered into an agreement pursuant to which the Company repaid all obligations under the Dent Notes in exchange for a 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. Prior to extinguishment as described below, the Dent Notes 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 years ended December 31, 2021 and 2020 were $-0- and $80,935, respectively. No interest was accrued on the Dent Notes as of December 31, 2021 or 2020. Interest expense on the Dent Notes was $-0- and $46,370 during the years ended December 31, 2021 and 2020, respectively. Other Amounts Due to Dr. Dent On January 7, 2020, the Company entered into a Merchant Cash Advance Factoring Agreement with a trust controlled by Dr. Dent, pursuant to which the Company received an advance of $149,000 (the “2020 MCA”). The Company was required to repay the 2020 MCA at the rate of $7,212 per week until the balance of $187,500 was 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 was amortized over the life of the instrument. The 2020 MCA was repaid in full and retired during July 2020. The Company made installment payments against the 2020 MCA of $0-0 and $187,500, respectively, during the years ended December 31, 2021 and 2020. The Company recognized amortization of the discount in the amount of $-0- and $38,500, respectively, during the years ended December 31, 2021 and 2020. Interest expense on the 2020 MCA was $-0- and $40,076 during the years ended December 31, 2021 and 2020, respectively. The 2020 MCA was repaid in full and retired during July 2020. Investment Transaction with Dr. Dent – 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 $3,066,889 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. Other Related Transactions During the years ended December 31, 2021 and 2020, the Company paid Dr. Dent’s spouse $145,192 and $132,864, respectively, in consulting fees pursuant to a consulting agreement. |
Government and Vendor Notes Pay
Government and Vendor Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Government and Vendor Notes Payable [Abstract] | |
GOVERNMENT AND VENDOR NOTES PAYABLE | NOTE 13 – GOVERNMENT AND VENDOR NOTES PAYABLE Government and vendor notes payable as of December 31, 2021 and 2020 were comprised of the following: December 31, 2021 2020 PPP loans $ --- $ 632,826 Disaster relief loans 450,000 450,000 Vendor note --- 51,109 Total government and vendor notes payable 450,000 1,133,935 Less: long term portion (450,000 ) (722,508 ) Government and vendor notes payable, current portion $ --- $ 411,427 During May and June 2020, the Company and certain of its subsidiaries received an aggregate of $621,069 in loans under the PPP. The Company also acquired a PPP loan in the MOD acquisition with an inception date of April 3, 2020 and a face value of $11,757. The PPP loans, administered by SBA, were issued under the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. The loans bore interest at 1% per annum and were scheduled to mature in May and June 2022. Principal and interest payments were deferred for the first nine 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. The entirety of the PPP loans outstanding, comprised of $632,826 principal and $6,503 accrued interest, was forgiven in May 2021. As a result of the forgiveness, the Company recognized a gain on extinguishment of debt in the amount of $632,826 and interest income of $6,503 during the year ended December 31, 2021. 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 were originally scheduled to begin 12 months from the inception date of each loan and were subsequently extended by the SBA until 24 months from the inception date. In connection with the October 19, 2020 of MOD, the Company acquired a note payable to MOD’s primary product vendor with a remaining principal balance of $79,002 as of the acquisition date and $51,109 as of December 31, 2020. The vendor note was paid in full during the first quarter of 2021. Interest accrued on government and vendor notes payable as of December 31, 2021 and 2020 was $24,723 and $12,240, respectively. Interest expense on the loans was $13,010 and $12,240 for the years ended December 31, 2021 and 2020, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 14 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of December 31, 2021 and 2020 were comprised of the following: December 31, 2021 2020 $550k Note - July 2016 $ --- $ 719,790 $50k Note - July 2016 --- 71,611 $111k Note - May 2017 --- 120,659 $357.5k Note - April 2019 --- 424,290 --- 1,336,350 Less: unamortized discount --- --- Convertible notes payable, net of original issue discount and debt discount $ --- $ 1,336,350 Interest expense and amortization of debt discount recognized on each convertible note outstanding during the years ended December 31, 2021 and 2020 are shown in the following table. There were no unamortized discounts as of December 31, 2021 or 2020 related to convertible notes payable. Interest Expense Amortization of Debt Discount Years Ended December 31, Years Ended December 31, 2021 2020 2021 2020 $550k Note - July 2016 $ 2,351 $ 62,775 $ --- $ --- $50k Note - July 2016 219 4,986 --- --- $111k Note - May 2017 333 (909 ) --- --- $357.5k Note - April 2019 1,469 37,950 --- --- $154k Note - June 2019 --- 46 --- 1,093 $67.9k Note - July 2019 --- 707 --- 7,252 $67.9k Note II - July 2019 --- 177 --- 2,813 $78k Note III - July 2019 --- 492 --- 6,208 $230k Note - July 2019 --- 3,041 --- 58,527 $108.9k Note - August 2019 --- 2,564 --- 21,038 $142.5k Note - October 2019 --- 12,882 --- 92,663 $103k Note V - October 2019 --- 2,653 --- 29,143 $108.9k Note II - October 2019 --- 3,970 --- 33,205 $128.5k Note - October 2019 --- 5,149 --- 51,705 $103k Note VI - November 2019 --- 3,527 --- 39,450 $78.8k Note II - December 2019 --- 3,344 --- 27,111 $131.3k Note - January 2020 --- 6,545 --- 16,205 $78k Note IV - January 2020 --- 3,975 --- 14,955 $157.5k Note - March 2020 --- 7,681 --- 20,044 $157.5k Note II - April 2020 --- 6,688 --- 21,436 $135k Note - April 2020 --- 5,585 --- 17,718 $83k Note II - April 2020 --- 3,752 --- 13,767 $128k Note - April 2020 --- 4,945 --- 18,097 $ 4,372 $ 182,525 $ --- $ 492,430 Certain of the Company’s 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 years ended December 31, 2021 and 2020 and the fair value as of such instruments as of December 31, 2021 and 2020 were as follows: Change in Fair Value of Debt Fair Value of Debt as of Years Ended December 31, December 31, 2021 2020 2021 2020 $550k Note - July 2016 $ 10,344 $ 171,780 $ --- $ 719,790 $50k Note - July 2016 1,017 14,745 --- 71,611 $111k Note - May 2017 1,706 18,812 --- 120,659 $357.5k Note - April 2019 6,179 95,562 --- 424,290 $ 19,246 $ 300,899 $ --- $ 1,336,350 Extension and Conversion – January 2021 On January 6, 2021, the holder of the Company’s four remaining fixed rate convertible promissory notes with a face value of $1,038,500 – comprised of a $550,000 6% fixed convertible secured promissory note dated July 7, 2016 (the “$550k Note”), a $50,000 10% fixed convertible commitment fee promissory note dated July 7, 2016 (the “$50k Note”), $81,000 of principal remaining on a $111,000 10% fixed convertible secured promissory note dated May 22, 2017 (the “$111k Note”), and a $357,500 10% fixed convertible note dated April 15, 2019 (the “$357.5k Note” and together with the $550k Note, the $50k Note and the $111k Note, the “Remaining Notes”) – agreed to extend the maturity date on the Remaining Notes to January 14, 2021. In exchange for the extension, the Company agreed to extend the expiration date of 3,508,333 existing warrants held by the holder (the “Extended Warrants”) from dates between July 2021 and March 2022 until March 2023. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified Remaining Notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $126,502 in the year ended December 31, 2021, equal to the incremental fair value of the Extended Warrants before and after the modification. On January 14, 2021, the Company and the holder of the Remaining Notes entered into a series of agreements pursuant to which (i) the holder agreed to convert the full face value of $1,038,500 and $317,096 of accrued interest on the Remaining Notes into 13,538,494 shares of common stock pursuant to the original conversion terms of the underlying notes, (ii) the holder agreed to a 180-day leak out provision, whereby, from and after January 14, 2021, it may not sell in shares of the Company’s common stock in excess of 5% of the Company’s daily trading volume for the first 90 days and 10% of the Company’s daily volume for the next 90 days, subject to certain exceptions, (iii) the holder agreed to release all security interests and share reserves related to the Remaining Notes, and (iv) the Company issued to the holder a new five-year warrant to purchase 13,538,494 shares of common stock at an exercise price of $0.30 per share. In connection with the conversion, the Company recognized a loss on debt extinguishment of $5,463,492 in the year ended December 31, 2021, representing the excess of the fair value of the shares and warrant issued at conversion over the carrying value of the host instrument and accrued interest. Convertible Note Payable ($550,000) – July 2016 On July 7, 2016, the Company entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000. The $550k Note and related interest was convertible into shares of common stock at the discretion of the note holder at a fixed price of $0.08 per share of the Company’s common shares and was secured by all of the Company’s assets. The $550k Note was scheduled to mature on January 14, 2021. The $550k Note was carried at fair value due to an extinguishment and reissuance recorded in 2017 and was revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The holder converted the full principal of $550,000, plus $180,129 of accrued interest, into 9,126,610 shares of common stock on January 14, 2021. Convertible Note Payable ($50,000) – July 2016 On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000. The $50k Note was scheduled to mature on January 14, 2021. The $50k note was issued as a commitment fee payable to the Investment Agreement investor in exchange for the investor’s commitment to enter into the Investment Agreement, subject to registration of the shares underlying the Investment Agreement. The $50k Note and related interest was convertible into shares of common stock at the discretion of the note holder at a fixed price of $0.10 per share. The $50k Note was carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The holder converted the full principal of $50,000 plus $22,630 of accrued interest into 726,302 shares of common stock on January 14, 2021. 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 and related interest was convertible into shares of common stock at the discretion of the note holder at a fixed price of $0.15 per share and was 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 common stock at an exercise price of $0.75 per share. The $111k Note was scheduled to mature on January 14, 2021. On February 6, 2020, the holder of the $111k Note converted $30,000 principal on the note into 448,029 shares of common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $25,394 in the year ended December 31, 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. The holder converted the remaining principal of $81,000 plus $180,129 of accrued interest into 815,787 shares of common stock on January 14, 2021. 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 had an interest rate of 10%, matured on December 31, 2020, and was convertible into common stock 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. The holder converted the full principal of $357,500 plus $72,969 of accrued interest into 2,869,795 shares on January 14, 2021. Convertible Note Payable ($154,000) – June 2019 On June 3, 2019, the Company issued a $154,000 convertible note (the “$154k Note”). On January 8, 2020, the holder converted the remaining unpaid principal balance of $50,000 and accrued interest of $8,572 into 968,390 shares of common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $125,865 in the year ended December 31, 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 ($67,925) – July 2019 On July 11, 2019, the Company issued a $67,925 convertible note (the “$67.9k Note I”). During January and February 2020, the holder converted the full principal of $67,925 and accrued interest of $3,926 into 885,847 shares of common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $55,117 in the year ended December 31, 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 ($67,925) – July 2019 On July 11, 2019, the Company issued a second $67,925 convertible note (the “$67.9k Note II”). On January 14, 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 year ended December 31, 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”). On January 23, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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, 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 year ended December 31, 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 ($142,500) – October 2019 On October 1, 2019, the Company issued a $142,500 convertible note (the “$142.5k Note”). On August 25, 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 year ended December 31, 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 ($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 May and June 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 year ended December 31, 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 May and June 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 year ended December 31, 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) – 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 15 – DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are comprised of the fair value of embedded conversion features (“ECFs”) 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 years ended December 31, 2021 and 2020 include the following: Years Ended December 31, 2021 2020 Balance, beginning of period $ --- $ 991,288 Inception of derivative financial instruments --- 211,498 Change in fair value of derivative financial instruments --- (739,485 ) Conversion or extinguishment of derivative financial instruments --- (463,301 ) Balance, end of period $ --- $ --- Fair market value of the derivative financial instruments was measured using the following assumptions: Years Ended December 31, 2021 2020 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range --- 0.05% to 1.61% Expected life range (in years) --- 0.14 to 1.00 Volatility range --- 117.48% to 144.51% Dividend yield --- 0.00% In addition, specific assumptions regarding investor exercise behavior were used in the above periods, 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 2020, the Company retired all 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 December 31, 2021 or 2020. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity (Deficit) | NOTE 16 – SHAREHOLDERS’ EQUITY (DEFICIT) Registered Direct Offering – August 2021 On August 26, 2021, the Company entered into a securities purchase agreement with a certain institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell in a registered direct offering (the “Registered Direct Offering”) 3,703,704 shares of the Company’s common stock to the Purchaser at an offering price of $0.54 per share and issue associated warrants. In a concurrent private placement, the Company also sold to the Purchaser unregistered warrants (the “Warrants”) to purchase up to an aggregate of 1,851,852 shares of common stock, representing 50% of the shares of common stock that may be purchased in the Registered Direct Offering. The Warrants are exercisable at an exercise price of $0.65 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The Company also issued compensation warrants to its placement agent to purchase up to 269,269 shares of common stock, equal to 8.0% of the aggregate number of shares of common stock placed in the Registered Direct Offering. The placement agent warrants have a term of five (5) years from the commencement of sales under the Registered Direct Offering and an exercise price of $0.675 per share of common stock (equal to 125% of the offering price per share of common stock). The Company received net proceeds from the sale of shares of common stock, after deducting placement agent fees and other offering expenses payable by the Company, of $1,719,921. The transactions closed on August 31, 2021. 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 $3,066,889 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 loss available to common stockholders on the statement of operations and totaled $117,857 in the year ended December 31, 2020. 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. Private Placements During the year ended December 31, 2021, the Company sold 13,161,943 shares of common stock in 53 separate private placement transactions. The Company received $4,328,725 in proceeds from the sales. In connection with these stock sales, the Company also issued 6,581,527 five-year warrants to purchase shares of common stock at exercise prices between $0.27 and $1.05 per share. During the year ended December 31, 2020, the Company sold 7,022,867 shares of common stock in 21 separate private placement transactions and received $698,000 in proceeds from the sales. In connection with the stock sales, the Company also issued 3,511,444 five-year warrants to purchase shares of common stock at exercise price between $0.16 and $0.27 per share. Investment Agreement Draws During the years ended December 31, 2021 and 2020, the Company issued 3,006,098 and 5,797,348 common shares, respectively, pursuant to draws made by the Company under the Investment Agreement and received an aggregate of $900,636 and $489,286, respectively, in net proceeds from the draws. Shares issued to Consultants During the years ended December 31, 2021 and 2020, the Company issued 2,998,122 and 1,114,861 common shares, respectively, to consultants for services rendered. In connection with the issuances, the Company recognized expenses totaling $495,246 and $206,483 in the years ended December 31, 2021 and 2020, respectively. Common Stock Issuable As of December 31, 2021 and 2020, the Company was obligated to issue the following shares: December 31, 2021 December 31, 2020 Amount Shares Amount Shares Shares issuable to consultants, employees and directors $ 282,347 719,366 $ 262,273 2,150,020 Stock Warrants Transactions involving our stock warrants during the years ended December 31, 2021 and 2020 are summarized as follows: 2021 2020 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 51,352,986 $ 0.17 47,056,293 $ 0.17 Granted during the period 22,421,026 $ 0.39 3,582,873 $ 0.20 Contractual adjustments to number of warrant shares during the period --- $ --- 1,949,535 $ 0.08 Exercised during the period (13,637,020 ) $ (0.18 ) (1,185,715 ) $ (0.07 ) Expired during the period (340,000 ) $ (0.23 ) (50,000 ) $ (0.40 ) Outstanding at end of the period 59,796,992 $ 0.25 51,352,986 $ 0.17 Exercisable at end of the period 59,796,992 $ 0.25 51,352,986 $ 0.17 Weighted average remaining life 3.2 years 3.1 years The following table summarizes information about the Company’s stock warrants outstanding as of December 31, 2021: 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 14,789,573 3.0 $ 0.07 14,789,573 $ 0.07 $ 0.10 to 0.24 9,474,380 2.7 $ 0.17 9,474,380 $ 0.17 $ 0.25 to 0.49 31,666,448 3.3 $ 0.31 31,666,448 $ 0.31 $ 0.50 to 1.05 3,866,591 4.1 $ 0.67 3,866,591 $ 0.67 $ 0.05 to 1.00 59,796,992 3.2 $ 0.25 59,796,992 $ 0.25 During the years ended December 31, 2021 and 2020, the Company issued 22,421,026 and 3,582,873 warrants, respectively, the aggregate grant date fair value of which was $5,823,476 and $231,800, respectively. The fair value of the warrants was calculated using the following range of assumptions: 2021 2020 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range 0.38% to 0.97% 0.19% to 1.59% Expected life range (in years) 3.00 to 5.00 years 5.00 years Volatility range 169.53% to 193.21% 119.69% to 132.19% 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. During the years ended December 31, 2021 and 2020, the Company recognized deemed dividends of $-0- and $328,179 related to a down round price protection feature in two separate outstanding warrants. The deemed dividend represented the incremental fair value of the warrant before and after giving consideration to the price protection feature. The warrants were exercised in full during 2020 and first quarter 2021. Following the exercise, the Company had no additional outstanding warrants with a down round provision. During the year ended December 31, 2021, the Company received $333,750 upon the exercise of 3,065,278 warrants with exercise prices between $0.09 and $0.15. Additionally, the Company issued 9,047,332 shares upon cashless exercise of 10,571,742 warrant shares exercised using a cashless exercise feature in settlement of litigation and other disputes amounts totaling $614,221 that had been accrued in 2020. During the year ended December 31, 2020, the Company issued 927,398 common shares upon exercise of 1,185,715 warrant shares exercised using a cashless exercise feature. Employee Equity Incentive Plans On January 1, 2016, the Company adopted the 2016 Employee Equity Incentive Plan (the “2016 EIP”) for the purpose of having equity awards available to allow for equity participation by its employees. The 2016 EIP allowed 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 common shares. The 2016 EIP was governed by the Company’s board, or a committee that may be appointed by the board in the future. The plan expired during 2021 but allows for the prospective issuance of shares of common stock subject to vesting of awards made prior to expiration of the plan. On September 9, 2021, the Company adopted the 2021 Employee Equity Incentive Plan (the “2021 EIP” and, together with the 2016 EIP, the “EIPs”) for the purpose of having equity awards available to allow for equity participation by its employees. The 2021 EIP allows for the issuance of up to 20,000,000 shares of the Company’s common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or common shares. The 2021 EIP is governed by the Company’s board, or a committee that may be appointed by the board in the future. Amounts recognized in the financial statements with respect to the Plans are as follows: 2021 2020 Total cost of share-based payment plans during the year $ 893,979 $ 564,667 Amounts capitalized in deferred equity compensation $ (165,000 ) $ --- Amounts charged against income for amounts previously capitalized $ 13,750 $ --- Amounts charged against income, before income tax benefit $ 742,729 $ 564,667 Amount of related income tax benefit recognized in income $ --- $ --- Stock Options Stock options granted under the EIPs typically vest over a period of three to four years or based on achievement of Company and individual performance goals. The following table summarizes stock option activity as of and for the year ended December 31, 2021: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Stock options Number Price Term (Yrs.) Value Outstanding at January 1, 2020 3,269,250 $ 0.21 7.7 $ 74,320 Granted during the period 60,000 $ 0.09 Exercised during the period --- $ --- Forfeited during the period (217,500 ) $ (0.26 ) Outstanding at December 31, 2020 3,111,750 $ 0.20 6.7 $ 40,783 Granted during the period 580,000 $ 0.33 Exercised during the period (145,500 ) $ (0.11 ) Forfeited during the period (90,000 ) $ (0.19 ) Outstanding at December 31, 2021 3,456,250 $ 0.20 6.5 $ 873,096 Exercisable at December 31, 2021 2,597,500 $ 0.20 6.1 $ 710,548 As of December 31, 2021, there was $128,279 of total unrecognized compensation cost related to options granted under the Plans. That cost is expected to be recognized over a weighted-average period of 2.6 years. The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 was $0.25 and $0.07, respectively. The total fair value of options vested during the years ended December 31, 2021 and 2020 was $157,652 and $104,841, respectively. The aggregate intrinsic value of share options exercised during the years ended December 31, 2021 and 2020 was $98,335 and $-0-, respectively. During the years ended December 31, 2021 and 2020, the Company received $16,450 upon the exercise of 145,500 options with exercise prices between $0.10 and $0.252. There were no options exercised during the year ended December 31, 2020. The fair value of each stock option award is estimated on the date of grant using a binomial lattice option-pricing model based on the assumptions noted in the following table. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period. 2021 2020 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range 1.47% to 1.68% 0.54% to 0.63% Expected life range (in years) 10.0 years 10.0 years Volatility range 170.44% to 192.25% 117.46% to 134.36% Dividend yield 0.00% 0.00% The following table summarizes the status and activity of nonvested options issued pursuant to the EIPs as of and for the year ended December 31, 2021: 2021 2020 Weighted Weighted Average Average Grant Date Grant Date Stock options Shares Fair Value Shares Fair Value Nonvested options outstanding at beginning of period 1,044,375 $ 0.21 1,636,250 $ 0.22 Granted 580,000 $ 0.25 60,000 $ 0.07 Vested (707,500 ) $ (0.22 ) (491,875 ) $ (0.21 ) Forfeited (58,125 ) $ (0.14 ) (160,000 ) $ (0.21 ) Nonvested options outstanding at end of period 858,750 $ 0.23 1,044,375 $ 0.21 Stock Grants Stock grant awards made under the EIPs typically vest either immediately or over a period of up to four years. The following table summarizes stock grant activity as of and for the year ended December 31, 2021: 2021 2020 Weighted Weighted Average Average Grant Date Grant Date Stock Grants Shares Fair Value Shares Fair Value Nonvested awards outstanding at beginning of period 200,000 $ 0.17 332,500 $ 0.17 Granted 1,496,861 $ 0.21 791,965 $ 0.13 Vested (1,337,311 ) $ (0.19 ) (836,965 ) $ (0.15 ) Forfeited (57,500 ) $ (0.16 ) (87,500 ) $ (0.06 ) Nonvested awards outstanding at end of period 302,050 $ 0.27 200,000 $ 0.17 As of December 31, 2021, there was $16,014 of total unrecognized compensation cost related to stock grants made under the Plans. That cost is expected to be recognized over a weighted-average period of 1.4 years. The weighted-average grant-date fair value of share grants made during the years ended December 31, 2021 and 2020 was $0.21 per share and $0.13 per share, respectively. The aggregate fair value of share grants that vested during the years ended December 31, 2021 and 2020 was $135,805 and $121,616, respectively. The fair value of each stock grant is calculated using the closing sale price of the Company’s common stock on the date of grant using. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period. Liability-Classified Equity Instruments During the year ended December 31, 2021, the Company made certain stock grants from the 2021 Plan that vest over a four-year period and that are settleable for a fixed dollar amount rather than a fixed number of shares. The original grant date fair value of the equity compensation was $165,000. The Company recognized an asset captioned “Deferred equity compensation” and an offsetting liability captioned as a “Liability-classified equity instrument.” Amortization of the asset in the years ended December 31, 2021 and 2020 was $13,750 and $-0-, respectively. The liability will be relieved to equity when shares are issued pursuant to prescribed vesting events. |
Contingent Acquisition Consider
Contingent Acquisition Consideration | 12 Months Ended |
Dec. 31, 2021 | |
Loss Contingency [Abstract] | |
CONTINGENT ACQUISITION CONSIDERATION | NOTE 17 – CONTINGENT ACQUISITION CONSIDERATION Contingent acquisition consideration as of December 31, 2021 and 2020 was comprised of the following: December 31, 2021 2020 Fair value of HCFM contingent acquisition consideration $ 172,124 $ 301,236 Fair value of CHM contingent acquisition consideration 276,529 682,661 Fair value of MOD contingent acquisition consideration 737,037 516,543 Total contingent acquisition consideration 1,185,690 1,500,440 Less: long term portion (782,224 ) (798,479 ) Contingent acquisition consideration, current portion $ 403,466 $ 701,961 Contingent acquisition consideration relates to future earn-out payments potentially payable related to the Company’s acquisitions of HCFM, CHM and MOD. The terms of the earn-outs related to each acquisition require the Company to pay the former owners additional acquisition consideration for the achievement of prescribed revenue and/or earnings targets for performance of the underlying business for up to four years after the respective acquisition date. Contingent acquisition consideration for each entity is recorded at fair value 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.” Gain (loss) from the change in fair value of contingent acquisition consideration was ($373,656) and $75,952 during the years ended December 31, 2021 and 2020, respectively. Maturities of contingent acquisition consideration were as follows as of December 31, 2021: 2022 $ 403,466 2023 391,486 2024 390,738 $ 1,185,690 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18 – 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. Supplier Concentration The Company relies on a sole supplier for the fulfillment of all of its product sales made through MOD, which was acquired by the Company in October 2020. 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 On July 20, 2020, Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP, (“Empery”) filed a complaint against the Company in the Supreme Court of the State of New York. The Complaint alleged 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 Empery that would allow Empery to demand cash value for their warrants. On January 15, 2021, Empery agreed to fully exercise warrants to purchase shares of the Company’s common stock held by them with respect to 8,000,000 warrants issued pursuant to a Securities Purchase Agreement dated July 22, 2018 (the “Empery Warrants”). The Empery Warrants were exercised pursuant to a reduction in the exercise price from $0.223 to $0.0296 via a cashless exercise provision contained in the original warrant agreements, which resulted in the issuance of 7,000,000 shares of the Company’s common stock. As a result of the exercise of the Empery Warrants, Empery and the Company entered into a stipulation of dismissal to dismiss with prejudice the litigation between Empery and the Company. Empery also agreed to a 180-day leak out provision, whereby it may not sell shares of the Company’s common stock issued pursuant to the Empery Warrant exercise after the effective date in excess of 5% of the Company’s daily trading volume for the first 90 days after issuance of the shares and 10% of the Company’s daily volume for the next 90 days. In connection with the settlement, the Company recognized litigation settlement expense and a related accrued liability of $265,714 in the year ended December 31, 2020, representing the difference in the fair value of the warrants before and after the modification in terms. During the year ended December 31, 2020, the Company recorded an additional loss on settlement of litigation and other dispute in the amount of $441,148 related to placement agent warrants issued in the same transaction that were exercised in March 2021. 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. The $75,000 was paid in full. Leases Maturities of operating lease liabilities were as follows as of December 31, 2021: 2022 $ 383,619 2023 273,844 Total lease payments 657,463 Less interest (129,272 ) Present value of lease liabilities $ 528,191 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, 2018, 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. If Mr. O’Leary’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, Mr. O’Leary will be entitled to receive his base salary for a period of six months beginning on the date of termination. The agreement expires on June 30, 2022. In addition to a base salary, the agreement provided 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 19 – INCOME TAXES The tax reform bill that Congress voted to approve December 20, 2017, also known as the “Tax Cuts and Jobs Act”, made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. Due to the continuing loss position of the Company, management believes changes from the “Tax Cuts and Jobs Act” should not be material in the periods presented. The components of earnings before income taxes for the years ended December 31, 2021 and 2020 were as follows: Years Ended December 31, 2021 2020 Loss before income taxes Domestic $ (10,412,600 ) $ (5,755,300 ) Foreign --- --- Total loss before income taxes $ (10,412,600 ) $ (5,755,300 ) Income tax provision (benefit) consists of the following for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Income tax provision (benefit) Current Federal $ --- $ --- State --- --- Foreign --- --- Total current --- --- Deferred Federal --- --- State --- --- Foreign --- --- Total deferred --- --- Total income tax provision (benefit) $ --- $ --- A reconciliation of the income tax provision (benefit) by applying the statutory United States federal income tax rate to income (loss) before income taxes is as follows: Years Ended December 31, 2021 2020 Rate Reconciliation Expected tax at statutory rate $ (2,186,700 ) $ (1,208,600 ) Permanent differences 1,041,000 354,200 State income tax, net of federal benefit (192,100 ) (143,300 ) State rate change - federal impact --- --- State rate change adjustment --- --- Foreign taxes at rate different than US taxes --- --- Current year change in valuation allowance 320,900 997,700 Prior year true-ups 1,016,900 --- Income tax provision (benefit) $ --- $ --- Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset is as follows: Years Ended December 31, 2021 2020 Deferred Tax Assets (Liabilities) Detail Net operating loss deferred tax asset $ 4,882,000 $ 4,839,900 Gain from change in fair value of derivative financial instruments (176,600 ) (181,300 ) Gain from change in fair value of contingent acquisition consideration 73,000 (18,600 ) Loss from change in fair value of debt 93,600 93,600 Right of use lease asset (129,200 ) --- Lease liability 129,500 --- Stock compensation 182,100 --- Deferred tax assets (liabilities) 5,054,400 4,733,600 Valuation allowance (5,054,400 ) (4,733,600 ) Net deferred tax assets (liabilities) $ --- $ --- As of December 31, 2021 and 2020, the Company had available for income tax purposes approximately $19.9 million and $15.6 million respectively in federal and state net operating loss carry forwards, which may be available to offset future taxable income, of which $2.5 million expire in 2026 through 2027 and $17.4 million carry forward indefinitely. 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. Prior to 2014, the Company was an S-Corporation, as defined in the Internal Revenue Code. As an S-Corporation, income/losses were passed through to the stockholders for each year. During 2014, the Company failed to meet the requirements of an S-Corporation when it authorized and issued a second class of stock other than common stock. The S-Corporation requirements allow only one class of stock, among other certain requirements, to maintain S-Corporation status, as defined. The Company upon failing to maintain its S Corporation status became a C-Corporation during 2014. Prior year losses and up to the date that the Company lost its S-Corporation status are not available to the Company since such losses were passed through to qualified S-Corporation shareholders. The net operating loss (“NOL”) carryovers presented in this note are estimates based on the losses reported at December 31, 2018, 2017 and 2016. While such NOL carryovers could also be subject to IRC Section 382/383 change of ownership rules, management has not reviewed the Company’s ownership changes at the date of this filing. If an ownership change has occurred, the entire amount of Deferred Tax Assets could be limited or possibly eliminated. Based upon management’s assessment a full valuation allowance has been placed upon the net deferred tax assets, since it is more likely than not that such assets will not be realized. Therefore, no financial statement benefit has been taken for the deferred tax assets, as of the filing date. The Company has not taken any uncertain tax positions on any of its open income tax returns filed through the period ended December 31, 2021. The Company’s methods of accounting are based on established income tax principles in the Internal Revenue Code and are reflected within its filed income tax returns on the accrual basis. The Company re-assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause the Company to change its judgment regarding the likelihood of a tax position’s sustainability under audit. The Company has determined that there were no uncertain tax positions for the years ended December 31, 2021 and 2020. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 20 – SEGMENT REPORTING The Company has four reportable segments: Health Services, Digital Healthcare, ACO/MCO and Medical Distribution. 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 Medical Distribution Division is comprised of the operations of MedOffice Direct LLC (“MOD”), a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States acquired by the Company on October 19, 2020. 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 year ended December 31, 2021 was as follows: Year Ended December 31, 2021 Health Services Digital Healthcare ACO / MSO Medical Distribution Total Revenue Patient service revenue, net $ 5,764,186 $ --- $ --- $ --- $ 5,764,186 Medicare shared savings revenue --- --- 2,419,312 --- 2,419,312 Consulting and event revenue --- 14,883 281,549 --- 296,432 Product revenue --- --- --- 718,062 718,062 Total revenue 5,764,186 14,883 2,700,861 718,062 9,197,992 Operating Expenses Practice salaries and benefits 3,114,991 --- --- --- 3,114,991 Other practice operating expenses 2,349,279 --- --- --- 2,349,279 Medicare shared savings expenses --- --- 2,413,205 --- 2,413,205 Cost of product revenue --- --- --- 606,521 606,521 Selling, general and administrative expenses --- 4,681,448 --- 248,220 4,929,668 Depreciation and amortization 109,689 4,567 --- 713,440 827,696 Total Operating Expenses 5,573,959 4,686,015 2,413,205 1,568,181 14,241,360 Income (loss) from operations $ 190,227 $ (4,671,132 ) $ 287,656 $ (850,119 ) $ (5,043,368 ) Other Segment Information Interest expense (income) $ 7,976 $ 11,268 $ --- $ (100 ) $ 19,144 Loss (gain) on extinguishment of debt $ (502,959 ) $ 5,471,884 $ --- $ (11,757 ) $ 4,957,168 Change in fair value of debt $ --- $ 19,246 $ --- $ --- $ 19,246 Change in fair value of contingent acquisition consideration $ --- $ 373,656 $ --- $ --- $ 373,656 December 31, 2021 Identifiable assets $ 2,152,533 $ 3,450,332 $ 1,167,965 $ 2,775,621 $ 9,546,451 Goodwill $ --- $ --- $ 381,856 $ 766,249 $ 1,148,105 Segment information for the year ended December 31, 2020 was as follows: Year Ended December 31, 2020 Health Services Digital Healthcare ACO / MSO Medical Distribution Total Revenue Patient service revenue, net $ 4,743,811 $ --- $ --- $ --- $ 4,743,811 Medicare shared savings revenue --- --- 767,744 --- 767,744 Consulting revenue --- --- 432,977 --- 432,977 Product revenue --- --- --- 188,588 188,588 Total revenue 4,743,811 --- 1,200,721 188,588 6,133,120 Operating Expenses Practice salaries and benefits 2,581,481 --- --- --- 2,581,481 Other practice operating expenses 2,149,118 --- --- --- 2,149,118 Medicare shared savings expenses --- --- 1,017,494 --- 1,017,494 Cost of product revenue --- --- --- 146,461 146,461 Selling, general and administrative expenses --- 3,017,115 --- 45,914 3,063,029 Depreciation and amortization 107,341 2,379 --- 137,646 247,366 Total Operating Expenses 4,837,940 3,019,494 1,017,494 330,021 9,204,949 (Loss) income from operations $ (94,129 ) $ (3,019,494 ) $ 183,227 $ (141,433 ) $ (3,071,829 ) Other Segment Information Interest expense $ 40,070 $ 208,977 $ --- $ 712 $ 249,759 Loss on sales of marketable securities $ --- $ 282,107 $ --- $ --- $ 282,107 Loss on extinguishment of debt $ --- $ 1,347,371 $ --- $ --- $ 1,347,371 Amortization of original issue and debt discounts on convertible notes $ --- $ 530,930 $ --- $ --- $ 530,930 Change in fair value of debt $ --- $ 381,835 $ --- $ --- $ 381,835 Change in fair value of derivative financial instruments $ --- $ (739,485 ) $ --- $ --- $ (739,485 ) Change in fair value of contingent acquisition consideration $ --- $ (75,952 ) $ --- $ --- $ (75,952 ) Litigation settlement expense $ --- $ 706,862 $ --- $ --- $ 706,862 December 31, 2020 Identifiable assets $ 2,120,714 $ 192,568 $ 1,115,148 $ 3,450,013 $ 6,878,443 Goodwill $ --- $ --- $ 381,856 $ 766,249 $ 1,148,105 The Digital Healthcare made intercompany sales of $943 and $5,251 in the years ended December 31, 2021 and 2020, respectively, related to subscription revenue billed to and paid for by the Company’s physicians for access to the HealthLynked Network. The Medical Distribution segment made intercompany sales of $48,697 and $-0- in the years ended December 31, 2021 and 2020, respectively, related to medical products sold to practices in the Company’s Health Services segment. Intercompany revenue and the related costs are eliminated on consolidation. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 21 – 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, derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate was not fixed, and equity-class. 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 December 31, 2021 and 2020: As of December 31, 2021 Level 1 Level 2 Level 3 Total Liability-classified equity instruments $ --- $ --- $ 162,500 $ 162,500 Contingent acquisition consideration --- --- 1,185,690 1,185,690 Total $ --- $ --- $ 1,348,190 $ 1,348,190 As of December 31, 2020 Level 1 Level 2 Level 3 Total Convertible notes payable $ --- $ --- $ 1,336,350 $ 1,336,350 Contingent acquisition consideration --- --- 1,500,440 1,500,440 Total $ --- $ --- $ 2,836,790 $ 2,836,790 The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the years ended December 31, 2021 and 2020 were as follows: Years Ended December 31, 2021 2020 Convertible notes payable $ (19,246 ) $ (300,899 ) Notes payable to related party --- (80,936 ) Derivative financial instruments --- 739,485 Contingent acquisition consideration (373,656 ) 75,952 Total $ (392,902 ) $ 433,602 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22 – SUBSEQUENT EVENTS On March 16, 2022, the Company received a 6-month deferment of principal and interest payments on its $450,000 SBA loans. Installment payments are now scheduled to begin in December 2022. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with GAAP. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) 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 fair valuation of acquired intangible assets, cash flow and fair value assumptions associated with measurements of contingent acquisition consideration and impairment of intangible assets and goodwill, valuation of inventory, 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. |
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 include 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 arrangements 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 and BTG are provided on a cash basis and not submitted through third party insurance providers. Contract liabilities related to prepaid BTG patient service revenue were $42,530 and $35,779 as of December 31, 2021 and 2020, respectively. 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 fiscal quarter 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 plan year 2020 in September 2021 and for plan year 2019 in September 2020. Accordingly, the Company recognized Medicare shared savings revenue of $2,419,312 and $767,744 in the years ended December 31, 2021 and 2020, respectively. 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 and Event Revenue Also pursuant to ASC 606, the Company recognizes service revenue as services are provided, with any unearned but paid amounts recorded as a contract liability at each balance sheet date. Contract liabilities related to consulting revenue were $25,000 and $47,864 as of December 31, 2021 and 2020, respectively. Event revenue, comprised of admission fees for summit events, is recognized when an event is held. Product Revenue Revenue is derived from the distribution of medical products that are sourced from a third party. The Company recognizes revenue at a point in time when title transfers to customers and the Company has no further obligation to provide services related to such products, which occurs when the product ships. The Company is the principal in its revenue transactions and as a result revenue is recorded on a gross basis. The Company has determined that it controls the ability to direct the use of the product provided prior to transfer to a customer, is primarily responsible for fulfilling the promise to provide the product to its customer, has discretion in establishing prices, and ultimately controls the transfer of the product to the customer. Shipping and handling costs billed to customers are recorded in revenue. Contract liabilities related to product revenue were $5,308 and $5,782 as of December 31, 2021 and 2020, respectively. There were no contract assets as of December 31, 2021 or 2020. Sales are made inclusive of sales tax, where such sales tax is applicable. Sales tax is applicable on sales made in the state of Florida, where the Company has physical nexus. The Company has determined that it does not have economic nexus in any other states. The Company does not sell products outside of the United States. The Company maintains a return policy that allows customers to return a product within a specified period of time prior to and subsequent to the expiration date of the product. The Company analyzes the need for a product return allowance at the end of each period based on eligible products. Product return allowance was $14,834 and $26,839 and as of December 31, 2021 and 2020, respectively. Contract Liabilities Contract liabilities represent payments from customers for consulting services, patient services and medical products that precede the Company’s service or product fulfillment performance obligation. The Company’s contract liabilities balance was $72,838 and $89,425 as of December 31, 2021 and 2020, respectively. 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 to 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 received Medicare shared savings payments and recognized revenue of $2,419,312 for plan year 2020 in September 2021 and $767,744 for plan year 2019 in September 2020. Of the Medicare shared savings payments received, $979,736 and $388,884 were recognized as provider shared savings expense in the quarter and years ended December 31, 2021 and 2020, respectively, and are included in “Medicare shared savings expenses” on the accompanying Consolidated Statement of Operations. |
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 at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2021 and 2020, the Company had $2,957,040 and $18,227 in excess of the FDIC insured limit, respectively. |
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 December 31, 2021 and 2020, the Company’s gross patient services accounts receivable were $193,363 and $165,464, respectively, and net patient services accounts receivable were $86,287 and $71,655, respectively, based upon net reporting of accounts receivable. As of December 31, 2021 and 2020, the Company’s allowance of doubtful accounts was $13,972 and $13,972, respectively. The Company also had $-0- and $15,498 accounts receivable related to amounts billed under consulting contracts as of December 31, 2021 and 2020, respectively. |
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 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 years ended December 31, 2021 or 2020. |
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. The Company relies on a sole supplier for the fulfillment of all of its product sales made through MOD. |
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. |
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 revalued at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.” |
Government Notes Payable | Government Notes Payable During 2020, the Company and certain of its subsidiaries received loans under the Paycheck Protection Program (the “PPP”). The PPP loans, administered by the U.S. Small Business Administration (the “SBA”), were issued under the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. 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. The Company accounts for forgiveness of government loans pursuant to FASB ASC 470, “Debt,” (“ASC 470”). Pursuant to ASC 470, loan forgiveness is recognized in earnings as a gain on extinguishment of debt when the debt is legally released by the lender. |
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. The Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. |
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 years ended December 31, 2021 or 2020, 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. The Company incurs further deemed dividends on certain of its warrants containing a down round provision equal to the difference in fair value of the warrants before and after the triggering of the down round adjustment. |
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 years ended December 31, 2021 and 2020, 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 December 31, 2021 and 2020, potentially dilutive securities were comprised of (i) 59,796,992 and 51,352,986 warrants outstanding, respectively, (ii) 3,456,250 and 3,111,750 stock options outstanding, respectively, (iii) -0- and 10,298,333 shares issuable upon conversion of convertible notes, respectively, (iv) 302,050 and 200,000 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, and (v) up to 13,750,000 and 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. From time to time, the Company also issues stock awards settleable in a variable number of common shares. Such awards are classified as liabilities until such time as the number of shares underlying the grant is determinable. |
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. The Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. 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. Certain of the Company’s warrants include a so-called down round provision. The Company accounts for such provisions pursuant to ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging Shareholders’ Equity |
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 four 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), 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), and Medical Distribution (comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices acquired by the Company on October 19, 2020). |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU provides guidance to clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. ASU 2021-04 is effective for annual beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements. In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers |
Recently Adopted Pronouncements | Recently Adopted Pronouncements In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes 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 consolidated Financial Statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of consideration paid | Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Fair Value of Contingent Acquisition Consideration 299,672 Less cash received (35,000 ) Fair Value of Total Consideration $ 1,764,672 |
Schedule of estimated fair values of the assets acquired | 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 $ 1,764,672 |
Schedule of the fair value of consideration paid | Cash paid at closing $ 214,000 Shares issued at closing (2,240,838 shares) 201,675 Cash and shares contingent upon 2019 program year MSSP payment target 778,192 Cash contingent upon four-year earn-out 279,593 Less cash received (49,995 ) $ 1,423,465 Shares issued at closing (19,045,563 shares) $ 2,704,470 Payment of MOD debt obligations in cash 703,200 Shares contingent upon four-year earn-out 649,108 Less cash received (57,048 ) $ 3,999,730 |
Schedule of estimated fair values of the assets acquired and liabilities | Accounts receivable $ 90,197 Prepayments 15,294 ACO physician contracts 1,073,000 Goodwill 381,856 Accounts payable (32,848 ) Deferred revenue (104,034 ) Fair Value of Identifiable Assets Acquired and Liabilities Assumed $ 1,423,465 Website $ 3,538,000 Goodwill 766,249 Accounts payable and accruals (160,762 ) Notes payable (90,759 ) Deferred revenue (52,998 ) Fair Value of Identifiable Assets Acquired and Liabilities Assumed $ 3,999,730 |
Schedule of pro forma consolidated income statement | 2020 Revenue $ 7,174,911 Net loss $ (6,399,368 ) |
Prepaid Expenses and Other (Tab
Prepaid Expenses and Other (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid and other expenses | December 31, 2021 2020 Insurance prepayments $ 25,020 $ 19,590 Other expense prepayments 50,860 14,119 Rent deposits 49,125 43,236 Deferred equity compensation 151,250 --- Total prepaid expenses and other 276,255 76,945 Less: long term portion (138,625 ) (17,942 ) Prepaid expenses and other, current portion $ 137,630 $ 59,003 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, 2021 2020 Medical equipment $ 484,126 $ 484,126 Furniture, office equipment and leasehold improvements 149,868 130,617 Total property, plant and equipment 633,994 614,743 Less: accumulated depreciation (283,512 ) (177,457 ) Property, plant and equipment, net $ 350,482 $ 437,286 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, 2021 2020 NCFM: Medical database $ 1,101,538 $ 1,101,538 NCFM: Website 41,000 41,000 CHM: ACO physician contracts 1,073,000 1,073,000 MOD: Website 3,538,000 3,538,000 Total intangible assets 5,753,538 5,753,538 Less: accumulated amortization (873,417 ) (151,776 ) Intangible assets, net $ 4,880,121 $ 5,601,762 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease-related assets and liabilities | December 31, 2021 2020 Lease assets $ 526,730 $ 417,913 Lease liabilities Lease liabilities (short term) $ 288,966 $ 150,251 Lease liabilities (long term) 239,225 273,790 Total lease liabilities $ 528,191 $ 424,041 |
Schedule of lease expense | Year Ended December 31, 2021 2020 Operating leases $ 341,453 $ 296,027 Financing leases --- 4,587 Total lease expense $ 341,453 $ 300,614 |
Schedule of maturities of operating lease liabilities | 2022 $ 383,619 2023 273,844 Total lease payments 657,463 Less interest (129,272 ) Present value of lease liabilities $ 528,191 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | December 31, 2021 2020 Trade accounts payable $ 306,220 $ 361,346 Accrued payroll liabilities 172,500 135,625 Accrued operating expenses 265,411 340,464 Accrued interest 46,712 347,452 Accrued settlement of litigation and other dispute --- 706,862 $ 790,843 $ 1,891,749 |
Contract Liabilities (Tables)
Contract Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contract Liabilities [Abstract] | |
Schedule of amounts related to contract liabilities | December 31, 2021 2020 Patient services paid but not provided $ 42,530 $ 35,779 Consulting services paid but not provided 25,000 47,864 Unshipped products 5,308 5,782 $ 72,838 $ 89,425 |
Government and Vendor Notes P_2
Government and Vendor Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Government and Vendor Notes Payable [Abstract] | |
Schedule of government and vendor notes payable | December 31, 2021 2020 PPP loans $ --- $ 632,826 Disaster relief loans 450,000 450,000 Vendor note --- 51,109 Total government and vendor notes payable 450,000 1,133,935 Less: long term portion (450,000 ) (722,508 ) Government and vendor notes payable, current portion $ --- $ 411,427 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | December 31, 2021 2020 $550k Note - July 2016 $ --- $ 719,790 $50k Note - July 2016 --- 71,611 $111k Note - May 2017 --- 120,659 $357.5k Note - April 2019 --- 424,290 --- 1,336,350 Less: unamortized discount --- --- Convertible notes payable, net of original issue discount and debt discount $ --- $ 1,336,350 |
Schedule of interest expense recognized on convertible note outstanding | Interest Expense Amortization of Debt Discount Years Ended December 31, Years Ended December 31, 2021 2020 2021 2020 $550k Note - July 2016 $ 2,351 $ 62,775 $ --- $ --- $50k Note - July 2016 219 4,986 --- --- $111k Note - May 2017 333 (909 ) --- --- $357.5k Note - April 2019 1,469 37,950 --- --- $154k Note - June 2019 --- 46 --- 1,093 $67.9k Note - July 2019 --- 707 --- 7,252 $67.9k Note II - July 2019 --- 177 --- 2,813 $78k Note III - July 2019 --- 492 --- 6,208 $230k Note - July 2019 --- 3,041 --- 58,527 $108.9k Note - August 2019 --- 2,564 --- 21,038 $142.5k Note - October 2019 --- 12,882 --- 92,663 $103k Note V - October 2019 --- 2,653 --- 29,143 $108.9k Note II - October 2019 --- 3,970 --- 33,205 $128.5k Note - October 2019 --- 5,149 --- 51,705 $103k Note VI - November 2019 --- 3,527 --- 39,450 $78.8k Note II - December 2019 --- 3,344 --- 27,111 $131.3k Note - January 2020 --- 6,545 --- 16,205 $78k Note IV - January 2020 --- 3,975 --- 14,955 $157.5k Note - March 2020 --- 7,681 --- 20,044 $157.5k Note II - April 2020 --- 6,688 --- 21,436 $135k Note - April 2020 --- 5,585 --- 17,718 $83k Note II - April 2020 --- 3,752 --- 13,767 $128k Note - April 2020 --- 4,945 --- 18,097 $ 4,372 $ 182,525 $ --- $ 492,430 |
Schedule of unamortized debt discount related to notes payable | Change in Fair Value of Debt Fair Value of Debt as of Years Ended December 31, December 31, 2021 2020 2021 2020 $550k Note - July 2016 $ 10,344 $ 171,780 $ --- $ 719,790 $50k Note - July 2016 1,017 14,745 --- 71,611 $111k Note - May 2017 1,706 18,812 --- 120,659 $357.5k Note - April 2019 6,179 95,562 --- 424,290 $ 19,246 $ 300,899 $ --- $ 1,336,350 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative financial instruments | Years Ended December 31, 2021 2020 Balance, beginning of period $ --- $ 991,288 Inception of derivative financial instruments --- 211,498 Change in fair value of derivative financial instruments --- (739,485 ) Conversion or extinguishment of derivative financial instruments --- (463,301 ) Balance, end of period $ --- $ --- |
Schedule of fair market value of the derivative financial instruments measured using assumptions | Years Ended December 31, 2021 2020 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range --- 0.05% to 1.61% Expected life range (in years) --- 0.14 to 1.00 Volatility range --- 117.48% to 144.51% Dividend yield --- 0.00% |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Shareholders’ Equity (Deficit) (Tables) [Line Items] | |
Schedule of obligated to issue | December 31, 2021 December 31, 2020 Amount Shares Amount Shares Shares issuable to consultants, employees and directors $ 282,347 719,366 $ 262,273 2,150,020 |
Schedule of stock warrants | 2021 2020 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 51,352,986 $ 0.17 47,056,293 $ 0.17 Granted during the period 22,421,026 $ 0.39 3,582,873 $ 0.20 Contractual adjustments to number of warrant shares during the period --- $ --- 1,949,535 $ 0.08 Exercised during the period (13,637,020 ) $ (0.18 ) (1,185,715 ) $ (0.07 ) Expired during the period (340,000 ) $ (0.23 ) (50,000 ) $ (0.40 ) Outstanding at end of the period 59,796,992 $ 0.25 51,352,986 $ 0.17 Exercisable at end of the period 59,796,992 $ 0.25 51,352,986 $ 0.17 Weighted average remaining life 3.2 years 3.1 years |
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 14,789,573 3.0 $ 0.07 14,789,573 $ 0.07 $ 0.10 to 0.24 9,474,380 2.7 $ 0.17 9,474,380 $ 0.17 $ 0.25 to 0.49 31,666,448 3.3 $ 0.31 31,666,448 $ 0.31 $ 0.50 to 1.05 3,866,591 4.1 $ 0.67 3,866,591 $ 0.67 $ 0.05 to 1.00 59,796,992 3.2 $ 0.25 59,796,992 $ 0.25 |
Schedule of fair value of the warrant | 2021 2020 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range 0.38% to 0.97% 0.19% to 1.59% Expected life range (in years) 3.00 to 5.00 years 5.00 years Volatility range 169.53% to 193.21% 119.69% to 132.19% Dividend yield 0.00% 0.00% 2021 2020 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range 1.47% to 1.68% 0.54% to 0.63% Expected life range (in years) 10.0 years 10.0 years Volatility range 170.44% to 192.25% 117.46% to 134.36% Dividend yield 0.00% 0.00% |
Schedule of financial statements with respect to the Plans | 2021 2020 Total cost of share-based payment plans during the year $ 893,979 $ 564,667 Amounts capitalized in deferred equity compensation $ (165,000 ) $ --- Amounts charged against income for amounts previously capitalized $ 13,750 $ --- Amounts charged against income, before income tax benefit $ 742,729 $ 564,667 Amount of related income tax benefit recognized in income $ --- $ --- |
Employee Equity Incentive Plan [Member] | |
Shareholders’ Equity (Deficit) (Tables) [Line Items] | |
Schedule of stock options outstanding | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Stock options Number Price Term (Yrs.) Value Outstanding at January 1, 2020 3,269,250 $ 0.21 7.7 $ 74,320 Granted during the period 60,000 $ 0.09 Exercised during the period --- $ --- Forfeited during the period (217,500 ) $ (0.26 ) Outstanding at December 31, 2020 3,111,750 $ 0.20 6.7 $ 40,783 Granted during the period 580,000 $ 0.33 Exercised during the period (145,500 ) $ (0.11 ) Forfeited during the period (90,000 ) $ (0.19 ) Outstanding at December 31, 2021 3,456,250 $ 0.20 6.5 $ 873,096 Exercisable at December 31, 2021 2,597,500 $ 0.20 6.1 $ 710,548 |
Schedule of nonvested options issued | 2021 2020 Weighted Weighted Average Average Grant Date Grant Date Stock options Shares Fair Value Shares Fair Value Nonvested options outstanding at beginning of period 1,044,375 $ 0.21 1,636,250 $ 0.22 Granted 580,000 $ 0.25 60,000 $ 0.07 Vested (707,500 ) $ (0.22 ) (491,875 ) $ (0.21 ) Forfeited (58,125 ) $ (0.14 ) (160,000 ) $ (0.21 ) Nonvested options outstanding at end of period 858,750 $ 0.23 1,044,375 $ 0.21 |
Schedule of stock grant activity | 2021 2020 Weighted Weighted Average Average Grant Date Grant Date Stock Grants Shares Fair Value Shares Fair Value Nonvested awards outstanding at beginning of period 200,000 $ 0.17 332,500 $ 0.17 Granted 1,496,861 $ 0.21 791,965 $ 0.13 Vested (1,337,311 ) $ (0.19 ) (836,965 ) $ (0.15 ) Forfeited (57,500 ) $ (0.16 ) (87,500 ) $ (0.06 ) Nonvested awards outstanding at end of period 302,050 $ 0.27 200,000 $ 0.17 |
Contingent Acquisition Consid_2
Contingent Acquisition Consideration (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loss Contingency [Abstract] | |
Schedule of fair value of contingent acquisition | December 31, 2021 2020 Fair value of HCFM contingent acquisition consideration $ 172,124 $ 301,236 Fair value of CHM contingent acquisition consideration 276,529 682,661 Fair value of MOD contingent acquisition consideration 737,037 516,543 Total contingent acquisition consideration 1,185,690 1,500,440 Less: long term portion (782,224 ) (798,479 ) Contingent acquisition consideration, current portion $ 403,466 $ 701,961 |
Schedule of maturities of contingent acquisition | 2022 $ 403,466 2023 391,486 2024 390,738 $ 1,185,690 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of maturities operating lease liabilities | 2022 $ 383,619 2023 273,844 Total lease payments 657,463 Less interest (129,272 ) Present value of lease liabilities $ 528,191 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of earnings before income taxes | Years Ended December 31, 2021 2020 Loss before income taxes Domestic $ (10,412,600 ) $ (5,755,300 ) Foreign --- --- Total loss before income taxes $ (10,412,600 ) $ (5,755,300 ) |
Schedule of income tax provision (benefit) | Years Ended December 31, 2021 2020 Income tax provision (benefit) Current Federal $ --- $ --- State --- --- Foreign --- --- Total current --- --- Deferred Federal --- --- State --- --- Foreign --- --- Total deferred --- --- Total income tax provision (benefit) $ --- $ --- |
Schedule of reconciliation of income tax (provision) benefit at the statutory rate | Years Ended December 31, 2021 2020 Rate Reconciliation Expected tax at statutory rate $ (2,186,700 ) $ (1,208,600 ) Permanent differences 1,041,000 354,200 State income tax, net of federal benefit (192,100 ) (143,300 ) State rate change - federal impact --- --- State rate change adjustment --- --- Foreign taxes at rate different than US taxes --- --- Current year change in valuation allowance 320,900 997,700 Prior year true-ups 1,016,900 --- Income tax provision (benefit) $ --- $ --- |
Schedule of deferred tax assets (liabilities) | Years Ended December 31, 2021 2020 Deferred Tax Assets (Liabilities) Detail Net operating loss deferred tax asset $ 4,882,000 $ 4,839,900 Gain from change in fair value of derivative financial instruments (176,600 ) (181,300 ) Gain from change in fair value of contingent acquisition consideration 73,000 (18,600 ) Loss from change in fair value of debt 93,600 93,600 Right of use lease asset (129,200 ) --- Lease liability 129,500 --- Stock compensation 182,100 --- Deferred tax assets (liabilities) 5,054,400 4,733,600 Valuation allowance (5,054,400 ) (4,733,600 ) Net deferred tax assets (liabilities) $ --- $ --- |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Year Ended December 31, 2021 Health Services Digital Healthcare ACO / MSO Medical Distribution Total Revenue Patient service revenue, net $ 5,764,186 $ --- $ --- $ --- $ 5,764,186 Medicare shared savings revenue --- --- 2,419,312 --- 2,419,312 Consulting and event revenue --- 14,883 281,549 --- 296,432 Product revenue --- --- --- 718,062 718,062 Total revenue 5,764,186 14,883 2,700,861 718,062 9,197,992 Operating Expenses Practice salaries and benefits 3,114,991 --- --- --- 3,114,991 Other practice operating expenses 2,349,279 --- --- --- 2,349,279 Medicare shared savings expenses --- --- 2,413,205 --- 2,413,205 Cost of product revenue --- --- --- 606,521 606,521 Selling, general and administrative expenses --- 4,681,448 --- 248,220 4,929,668 Depreciation and amortization 109,689 4,567 --- 713,440 827,696 Total Operating Expenses 5,573,959 4,686,015 2,413,205 1,568,181 14,241,360 Income (loss) from operations $ 190,227 $ (4,671,132 ) $ 287,656 $ (850,119 ) $ (5,043,368 ) Other Segment Information Interest expense (income) $ 7,976 $ 11,268 $ --- $ (100 ) $ 19,144 Loss (gain) on extinguishment of debt $ (502,959 ) $ 5,471,884 $ --- $ (11,757 ) $ 4,957,168 Change in fair value of debt $ --- $ 19,246 $ --- $ --- $ 19,246 Change in fair value of contingent acquisition consideration $ --- $ 373,656 $ --- $ --- $ 373,656 December 31, 2021 Identifiable assets $ 2,152,533 $ 3,450,332 $ 1,167,965 $ 2,775,621 $ 9,546,451 Goodwill $ --- $ --- $ 381,856 $ 766,249 $ 1,148,105 Year Ended December 31, 2020 Health Services Digital Healthcare ACO / MSO Medical Distribution Total Revenue Patient service revenue, net $ 4,743,811 $ --- $ --- $ --- $ 4,743,811 Medicare shared savings revenue --- --- 767,744 --- 767,744 Consulting revenue --- --- 432,977 --- 432,977 Product revenue --- --- --- 188,588 188,588 Total revenue 4,743,811 --- 1,200,721 188,588 6,133,120 Operating Expenses Practice salaries and benefits 2,581,481 --- --- --- 2,581,481 Other practice operating expenses 2,149,118 --- --- --- 2,149,118 Medicare shared savings expenses --- --- 1,017,494 --- 1,017,494 Cost of product revenue --- --- --- 146,461 146,461 Selling, general and administrative expenses --- 3,017,115 --- 45,914 3,063,029 Depreciation and amortization 107,341 2,379 --- 137,646 247,366 Total Operating Expenses 4,837,940 3,019,494 1,017,494 330,021 9,204,949 (Loss) income from operations $ (94,129 ) $ (3,019,494 ) $ 183,227 $ (141,433 ) $ (3,071,829 ) Other Segment Information Interest expense $ 40,070 $ 208,977 $ --- $ 712 $ 249,759 Loss on sales of marketable securities $ --- $ 282,107 $ --- $ --- $ 282,107 Loss on extinguishment of debt $ --- $ 1,347,371 $ --- $ --- $ 1,347,371 Amortization of original issue and debt discounts on convertible notes $ --- $ 530,930 $ --- $ --- $ 530,930 Change in fair value of debt $ --- $ 381,835 $ --- $ --- $ 381,835 Change in fair value of derivative financial instruments $ --- $ (739,485 ) $ --- $ --- $ (739,485 ) Change in fair value of contingent acquisition consideration $ --- $ (75,952 ) $ --- $ --- $ (75,952 ) Litigation settlement expense $ --- $ 706,862 $ --- $ --- $ 706,862 December 31, 2020 Identifiable assets $ 2,120,714 $ 192,568 $ 1,115,148 $ 3,450,013 $ 6,878,443 Goodwill $ --- $ --- $ 381,856 $ 766,249 $ 1,148,105 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements | As of December 31, 2021 Level 1 Level 2 Level 3 Total Liability-classified equity instruments $ --- $ --- $ 162,500 $ 162,500 Contingent acquisition consideration --- --- 1,185,690 1,185,690 Total $ --- $ --- $ 1,348,190 $ 1,348,190 As of December 31, 2020 Level 1 Level 2 Level 3 Total Convertible notes payable $ --- $ --- $ 1,336,350 $ 1,336,350 Contingent acquisition consideration --- --- 1,500,440 1,500,440 Total $ --- $ --- $ 2,836,790 $ 2,836,790 |
Schedule of level 3 financial instruments measured at fair value on recurring basis | Years Ended December 31, 2021 2020 Convertible notes payable $ (19,246 ) $ (300,899 ) Notes payable to related party --- (80,936 ) Derivative financial instruments --- 739,485 Contingent acquisition consideration (373,656 ) 75,952 Total $ (392,902 ) $ 433,602 |
Business and Business Present_2
Business and Business Presentation (Details) - shares | Feb. 05, 2018 | Sep. 02, 2014 |
Business and Business Presentation (Details) [Line Items] | ||
Shares of preferred stock | 20,000,000 | |
HealthLynked Corp. [Member] | ||
Business and Business Presentation (Details) [Line Items] | ||
Number of authorized shares | 250,000,000 | |
Shares of common stock | 230,000,000 | |
Increase authorized shares of common stock | 500,000,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Significant Accounting Policies (Details) [Line Items] | ||||
Contract liabilities | $ 72,838 | $ 89,425 | ||
Medicare shared savings revenue | $ 2,419,312 | 767,744 | ||
Revenue to recover costs incurred percentage | 100.00% | |||
Product return allowance | $ 14,834 | 26,839 | ||
Medicare shared savings payments | $ 2,419,312 | |||
Revenue recognized | $ 767,744 | |||
Medicare shared savings payment received | 979,736 | |||
Provider shared savings expense | 388,884 | |||
FDIC insurance amount | 250,000 | |||
Insured excess | $ 2,957,040 | 18,227 | ||
Percentage of customers accounts receivable billings | 48.00% | |||
Accounts receivable net | $ 193,363 | 165,464 | ||
Net patient services accounts receivable | 86,287 | 71,655 | ||
Allowance of doubtful accounts | $ 13,972 | 13,972 | ||
Accounts receivable bill amount | 15,498 | |||
Concentration risk percentage | 10.00% | |||
BTG patient service revenue [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Contract liabilities | $ 42,530 | 35,779 | ||
Consulting revenue [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Contract liabilities | $ 25,000 | $ 47,864 | ||
Convertible Notes Payable [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Anti-dilutive securities (in Shares) | 10,298,333 | |||
Stock Options [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Anti-dilutive securities (in Shares) | 3,456,250 | 3,111,750 | ||
Product revenue [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Contract liabilities | $ 5,308 | $ 5,782 | ||
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 | |||
Warrant [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Anti-dilutive securities (in Shares) | 59,796,992 | 51,352,986 | ||
Unissued [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Anti-dilutive securities (in Shares) | 302,050 | 200,000 | ||
Common Stock Issuable [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Anti-dilutive securities (in Shares) | 13,750,000 | 13,750,000 |
Liquidity (Details)
Liquidity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2021 | May 31, 2021 | Jan. 31, 2021 | Jul. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liquidity (Details) [Line Items] | ||||||
Cash | $ 3,291,646 | |||||
Working capital deficit | 1,732,530 | |||||
Accumulated deficit | (32,205,189) | $ (21,784,910) | ||||
Net loss | 3,769,854 | |||||
Net cash used in investing activities | 341,356 | |||||
Net cash provided by financing activities | 7,240,672 | |||||
Proceeds from loans issued by federal government | 6,949,281 | |||||
Proceeds from exercise of stock options and warrants | $ 350,200 | |||||
Fixed rate convertible debt | $ 1,336,350 | |||||
Converted entire face value | $ 1,038,500 | |||||
Accrued interest | $ 6,503 | 317,096 | ||||
Common stock original conversion | 13,538,494 | |||||
PPP loan amount | $ 632,826 | |||||
Sales of common stock (in Shares) | 3,703,704 | |||||
Exercise price (in Dollars per share) | $ 0.65 | |||||
Offering price (in Dollars per share) | $ 0.54 | |||||
Gross proceeds | $ 2,000,000 | |||||
Convertible Debt [Member] | ||||||
Liquidity (Details) [Line Items] | ||||||
Fixed rate convertible debt | $ 1,038,500 | |||||
Five-Year Warrants [Member] | ||||||
Liquidity (Details) [Line Items] | ||||||
Sales of common stock (in Shares) | 1,851,852 | |||||
Investment Agreement [Member] | ||||||
Liquidity (Details) [Line Items] | ||||||
Proceeds from issuance of private placement | $ 3,000,000 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 20, 2020 | Dec. 31, 2020 | |
Marketable Securities (Details) [Line Items] | ||
Aggregate trading shares of common stock | 76,026 | |
Fair value of marketable securities (in Dollars) | $ 3,066,889 | |
Aggregate shares of common stock | 24,522,727 | |
Sale of shares | 76,026 | |
Received proceeds (in Dollars) | $ 2,784,782 | |
Recognized trading losses (in Dollars) | $ 282,107 | |
Series B Preferred Stock [Member] | ||
Marketable Securities (Details) [Line Items] | ||
Trusts an aggregate shares | 2,750,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | May 18, 2020 | Apr. 12, 2019 | Oct. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Acquisitions (Details) [Line Items] | |||||
Cash | $ 500,000 | ||||
Agreed to earn-out provision, description | 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. In May 2020, the Company paid the seller $47,000 in satisfaction of the year 1 earn out. In May 2021, the Company paid the seller $196,000 in satisfaction of the year 2 earn out. | ||||
Losses on change in fair value of contingent acquisition consideration | (66,888) | ||||
Fair value of website | $ 41,000 | ||||
Fair value of patient management platform database | $ 1,101,538 | ||||
Percentage of capitalization rate | 11.75% | ||||
Percentage of sustainable growth rate | 5.00% | ||||
Transaction value | $ 1,423,465 | ||||
Business combination current earnout, description | During September 2020, pursuant to a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”) and in satisfaction of the Current Earnout, the Company paid $90,389 cash, issued 1,835,625 shares of the Company’s common stock 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 “Residual Earnout”). | ||||
Payments for plan | 2,419,312 | ||||
Payment exceeded | 1,725,000 | ||||
Payments for residual value | 124,043 | ||||
Future earnout amount | $ 62,500 | ||||
Business Combination [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Transaction value | $ 1,764,672 | ||||
Fair value of website | $ 3,538,000 | ||||
Issued shares of common stock (in Shares) | 806,828 | ||||
Common stock value | $ 366,300 | ||||
Fair value of common shares issued | $ 1,073,000 | ||||
Description of acquisition | Key assumptions include (i) a discount rate of 23.48% (ii) sustainable growth of 3.00% and (iii) a benefit stream using EBITDA cash flow. The website is being amortized over a five-year expected life. Goodwill of $766,249 arising from the acquisition consists of value associated with the legacy name. | ||||
HCFM [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
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 $1,764,672. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”). | ||||
Losses on change in fair value of contingent acquisition consideration | (48,564) | ||||
Cash second year earnout | 196,000 | 47,000 | |||
HCFM [Member] | Business Combination [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Acquired interest rate | 100.00% | ||||
Cash | $ 500,000 | ||||
Shares of common stock (in Shares) | 3,968,254 | ||||
CHM [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
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 the Company’s common stock issued at closing, (iii) up to $223,500 additional cash and $660,000 in additional shares of the Company’s common stock 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. | ||||
Losses on change in fair value of contingent acquisition consideration | (8,048) | ||||
Acquired interest rate | 100.00% | ||||
CHM [Member] | Business Combination [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
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”). | ||||
MedOffice Direct LLC [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Agreed to earn-out provision, description | Under the terms of acquisition, the Company paid the following consideration: (i) 19,045,563 shares of Company common stock issued at closing, (ii) partial satisfaction of certain outstanding debt obligations of MOD in the amount of $703,200 in cash paid by the Company, and (iii) up to 10,004,749 restricted shares of the Company’s common stock over a four-year period based on MOD achieving prescribed revenue targets in calendar years 2021 through 2024. | ||||
Losses on change in fair value of contingent acquisition consideration | $ (220,494) | $ 132,564 | |||
Acquired interest rate | 100.00% | ||||
Transaction value | $ 3,999,730 | ||||
Fair value of common shares issued | $ 19,045,563 | ||||
Description of acquisition | The terms of the earn out require the Company to issue to the former equity members of MOD up to 1,9688,448 shares, 3,154,264 shares, 2,631,195 shares and 2,250,842 shares, respectively, (the “MOD Earnout Shares”) based on achievement by the underlying business of revenue of at least $1,500,000 in 2021, $1,875,000 in 2022, $2,344,000 in 2023 and $2,930,000 in 2024. The MOD Earnout Shares are issuable by April 30 of the year following the measurement year.The fair value of the contingent acquisition consideration related to the MOD Earnout Shares 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 years ended December 31, 2021 and 2020, the Company recognized gains (losses) on the change in the fair value of contingent acquisition consideration related to the MOD Earnout Shares of ($220,494) and $132,564, respectively. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Website $3,538,000 Goodwill 766,249 Accounts payable and accruals (160,762) Notes payable (90,759) Deferred revenue (52,998) Fair Value of Identifiable Assets Acquired and Liabilities Assumed $3,999,730 The fair value of the website of $3,538,000 was estimated by applying the income approach. Under the income approach, the expected future cash flows generated by the asset 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. | ||||
Common Stock [Member] | CHM [Member] | Business Combination [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Issued shares of common stock (in Shares) | 2,240,838 | ||||
Dr. Michael Dent [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Shares of common stock (in Shares) | 10,573,745 | ||||
Additional shares of common stock (in Shares) | 5,554,452 | ||||
Cash repayment of debt | $ 457,200 | ||||
Mr. O’Leary [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Additional shares of common stock (in Shares) | 593,707 | ||||
Received common shares at closing (in Shares) | 1,130,213 | ||||
Cash repayment of debt | $ 66,000 | ||||
Mr. Gasparini [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Additional shares of common stock (in Shares) | 52,235 | ||||
Received common shares at closing (in Shares) | 99,437 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of consideration paid | Dec. 31, 2021USD ($) |
Schedule of consideration paid [Abstract] | |
Cash | $ 500,000 |
Common Stock (3,968,254 shares) | 1,000,000 |
Fair Value of Contingent Acquisition Consideration | 299,672 |
Less cash received | (35,000) |
Fair Value of Total Consideration | $ 1,764,672 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of consideration paid (Parentheticals) | Dec. 31, 2021shares |
Schedule of consideration paid [Abstract] | |
Common Stock shares | 3,968,254 |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of estimated fair values of the assets acquired | Apr. 12, 2019USD ($) |
Schedule of estimated fair values of the assets acquired [Abstract] | |
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 | $ 1,764,672 |
Acquisitions (Details) - Sche_4
Acquisitions (Details) - Schedule of the fair value of consideration paid - USD ($) | May 18, 2020 | Oct. 19, 2020 |
Schedule of the fair value of consideration paid [Abstract] | ||
Cash paid at closing | $ 214,000 | |
Shares issued at closing (2,240,838 shares) | 201,675 | |
Cash and shares contingent upon 2019 program year MSSP payment target | 778,192 | |
Cash contingent upon four-year earn-out | 279,593 | |
Less cash received | (49,995) | |
Total consideration paid | $ 1,423,465 | |
Shares issued at closing (19,045,563 shares) | $ 2,704,470 | |
Payment of MOD debt obligations in cash | 703,200 | |
Shares contingent upon four-year earn-out | 649,108 | |
Less cash received | (57,048) | |
Total consideration paid | $ 3,999,730 |
Acquisitions (Details) - Sche_5
Acquisitions (Details) - Schedule of the fair value of consideration paid (Parentheticals) - shares | May 18, 2020 | Oct. 19, 2020 |
CHM [Member] | ||
Acquisitions (Details) - Schedule of the fair value of consideration paid (Parentheticals) [Line Items] | ||
Shares issued at closing | 2,240,838 | 19,045,563 |
Acquisitions (Details) - Sche_6
Acquisitions (Details) - Schedule of estimated fair values of the assets acquired and liabilities - USD ($) | 1 Months Ended | |||
Oct. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 18, 2020 | |
Schedule of estimated fair values of the assets acquired and liabilities [Abstract] | ||||
Accounts receivable | $ 90,197 | |||
Prepayments | 15,294 | |||
ACO physician contracts | 1,073,000 | |||
Goodwill | $ 766,249 | 381,856 | ||
Accounts payable | (160,762) | (32,848) | ||
Notes payable | (90,759) | |||
Deferred revenue | (52,998) | (104,034) | ||
Fair Value of Identifiable Assets Acquired and Liabilities Assumed | 3,999,730 | $ 1,481,105 | $ 1,481,105 | $ 1,423,465 |
Website | $ 3,538,000 |
Acquisitions (Details) - Sche_7
Acquisitions (Details) - Schedule of pro forma consolidated income statement | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of pro forma consolidated income statement [Abstract] | |
Revenue | $ 7,174,911 |
Net loss | $ (6,399,368) |
Prepaid Expenses and Other (Det
Prepaid Expenses and Other (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expenses and Other (Details) [Line Items] | ||
Equity compensation | $ 165,000 | |
Warrant [Member] | ||
Prepaid Expenses and Other (Details) [Line Items] | ||
Selling, general and administrative expense | $ 13,750 | $ 0 |
Prepaid Expenses and Other (De
Prepaid Expenses and Other (Details) - Schedule of prepaid and other expenses - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of prepaid and other expenses [Abstract] | ||
Insurance prepayments | $ 25,020 | $ 19,590 |
Other expense prepayments | 50,860 | 14,119 |
Rent deposits | 49,125 | 43,236 |
Deferred equity compensation | 151,250 | |
Total prepaid expenses and other | 276,255 | 76,945 |
Less: long term portion | (138,625) | (17,942) |
Prepaid expenses and other, current portion | $ 137,630 | $ 59,003 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Member] | ||
Property, Plant, and Equipment (Details) [Line Items] | ||
Depreciation expense | $ 106,055 | $ 101,498 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 633,994 | $ 614,743 |
Less: accumulated depreciation | (283,512) | (177,457) |
Property, plant and equipment, net | 350,482 | 437,286 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 484,126 | 484,126 |
Furniture, office equipment and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 149,868 | $ 130,617 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2020 | May 18, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Estimated useful life | 5 years | |||
Identifiable assets acquired related acquisition | $ 1,481,105 | $ 1,481,105 | $ 3,999,730 | $ 1,423,465 |
Amortization expense | $ 721,641 | $ 145,868 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 5,753,538 | $ 5,753,538 |
Less: accumulated amortization | (873,417) | (151,776) |
Intangible assets, net | 4,880,121 | 5,601,762 |
NCFM: Medical database [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,101,538 | 1,101,538 |
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 | 1,073,000 |
MOD: Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 3,538,000 | $ 3,538,000 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating leases, description | The Company has separate operating leases for office space related to its NWC, NCFM and BTG practices and two separate lease relating to its corporate headquarters that expire in July 2023, May 2022, March 2023, November 2023 and November 2023, respectively. |
Finance leases, description | the Company’s weighted-average remaining lease term relating to its operating leases was 1.7 years, with a weighted-average discount rate of 20.25%. The Company was also previously a 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 ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of lease-related assets and liabilities [Abstract] | ||
Lease assets | $ 526,730 | $ 417,913 |
Lease liabilities | ||
Lease liabilities (short term) | 288,966 | 150,251 |
Lease liabilities (long term) | 239,225 | 273,790 |
Total lease liabilities | $ 528,191 | $ 424,041 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease expense - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of lease expense [Abstract] | ||
Operating leases | $ 341,453 | $ 296,027 |
Financing leases | 4,587 | |
Total lease expense | $ 341,453 | $ 300,614 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturities of operating lease liabilities - Operating Leases [Member] | Dec. 31, 2021USD ($) |
Leases (Details) - Schedule of maturities of operating lease liabilities [Line Items] | |
2022 | $ 383,619 |
2023 | 273,844 |
Total lease payments | 657,463 |
Less interest | (129,272) |
Present value of lease liabilities | $ 528,191 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of accounts payable and accrued expenses [Abstract] | ||
Trade accounts payable | $ 306,220 | $ 361,346 |
Accrued payroll liabilities | 172,500 | 135,625 |
Accrued operating expenses | 265,411 | 340,464 |
Accrued interest | 46,712 | 347,452 |
Accrued settlement of litigation and other dispute | 706,862 | |
Total | $ 790,843 | $ 1,891,749 |
Contract Liabilities (Details)
Contract Liabilities (Details) - Schedule of amounts related to contract liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Contract Liabilities (Details) - Schedule of amounts related to contract liabilities [Line Items] | ||
Contract liabilities | $ 72,838 | $ 89,425 |
Patient services paid but not provided [Member] | ||
Contract Liabilities (Details) - Schedule of amounts related to contract liabilities [Line Items] | ||
Contract liabilities | 42,530 | 35,779 |
Consulting services paid but not provided [Member] | ||
Contract Liabilities (Details) - Schedule of amounts related to contract liabilities [Line Items] | ||
Contract liabilities | 25,000 | 47,864 |
Unshipped products [Member] | ||
Contract Liabilities (Details) - Schedule of amounts related to contract liabilities [Line Items] | ||
Contract liabilities | $ 5,308 | $ 5,782 |
Amounts Due To Related Party _2
Amounts Due To Related Party and Related Party Transactions (Details) - USD ($) | Jan. 07, 2020 | Oct. 31, 2020 | Sep. 21, 2020 | Aug. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Amounts Due To Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Deferred compensation | $ 300,600 | $ 300,600 | ||||
Carrying value | $ 79,002 | $ 283,863 | ||||
Interest expense | 0 | 40,076 | ||||
Trusts contributed aggregate shares of common stock (in Shares) | 76,026 | |||||
Aggregate shares of common stock (in Shares) | 24,522,727 | |||||
Dr Dent [Member] | ||||||
Amounts Due To Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Cash payment | 780,256 | |||||
Accrued interest | 105,003 | |||||
Changes in fair value amount | 0 | 80,935 | ||||
Interest expense | 0 | 46,370 | ||||
Notes payable, description | pursuant to which the Company received an advance of $149,000 (the “2020 MCA”). The Company was required to repay the 2020 MCA at the rate of $7,212 per week until the balance of $187,500 was 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 | 0 | 187,500 | ||||
Amortization of debt discount | 0 | 38,500 | ||||
Fair value | $ 3,066,889 | |||||
Consulting fees | $ 145,192 | $ 132,864 | ||||
Notes Issued In 2017 [Member] | ||||||
Amounts Due To Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Accrued interest | 646,000 | |||||
Notes Issued In 2018 [Member] | ||||||
Amounts Due To Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Accrued interest | $ 134,256 | |||||
Series B Preferred Stock [Member] | ||||||
Amounts Due To Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Preferred stock, shares issued (in Shares) | 2,750,000 | 2,750,000 | 2,750,000 | |||
Series B Preferred Stock [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Amounts Due To Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Voting required percentage | 51.00% |
Government and Vendor Notes P_3
Government and Vendor Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2020 | Sep. 21, 2020 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 | Jun. 30, 2020 | May 31, 2020 | Apr. 03, 2020 | |
Government and Vendor Notes Payable (Details) [Line Items] | |||||||||
Accrued Interest | $ 265,714 | ||||||||
Disaster relief loan | $ 450,000 | 450,000 | |||||||
Maturity term | 30 years | ||||||||
Remaining principal balance | $ 79,002 | $ 283,863 | |||||||
Repayments | 51,109 | ||||||||
PPP Loans [Member] | |||||||||
Government and Vendor Notes Payable (Details) [Line Items] | |||||||||
Disaster relief loans description | During June, July and August 2020, the Company and its subsidiaries received an aggregate of $450,000 in Disaster Relief Loans from the SBA. | ||||||||
Disaster relief loan | $ 450,000 | ||||||||
Loans interest rate | 3.75% | ||||||||
PPP Loans [Member] | |||||||||
Government and Vendor Notes Payable (Details) [Line Items] | |||||||||
Loans face amount | $ 621,069 | $ 621,069 | $ 11,757 | ||||||
Maturity date, description | The loans bore interest at 1% per annum and were scheduled to mature in May and June 2022. | ||||||||
Principal amount | $ 632,826 | ||||||||
Accrued Interest | $ 6,503 | ||||||||
Other operating income | $ 632,826 | ||||||||
Interest Income | 6,503 | ||||||||
Accrued on government and vendor notes payable | 24,723 | 12,240 | |||||||
Interest expense | $ 13,010 | $ 12,240 |
Government and Vendor Notes P_4
Government and Vendor Notes Payable (Details) - Schedule of government and vendor notes payable - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of government and vendor notes payable [Abstract] | ||
PPP loans | $ 632,826 | |
Disaster relief loans | 450,000 | 450,000 |
Vendor note | 51,109 | |
Total government and vendor notes payable | 450,000 | 1,133,935 |
Less: long term portion | (450,000) | (722,508) |
Government and vendor notes payable, current portion | $ 411,427 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Jan. 14, 2021 | Jan. 14, 2021 | Feb. 06, 2020 | Jan. 08, 2020 | May 31, 2021 | Jan. 31, 2021 | Aug. 25, 2020 | Jun. 30, 2020 | May 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Apr. 15, 2019 | May 22, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Sep. 18, 2020 | Sep. 04, 2020 | Jul. 20, 2020 | Jul. 13, 2020 | Jun. 03, 2020 | May 04, 2020 | Apr. 30, 2020 | Apr. 06, 2020 | Apr. 03, 2020 | Apr. 02, 2020 | Mar. 10, 2020 | Jan. 23, 2020 | Jan. 16, 2020 | Jan. 14, 2020 | Jan. 13, 2020 | Dec. 02, 2019 | Nov. 04, 2019 | Oct. 30, 2019 | Oct. 01, 2019 | Aug. 26, 2019 | Jul. 18, 2019 | Jul. 16, 2019 | Jul. 11, 2019 | Jun. 03, 2019 | Jul. 07, 2016 |
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Recognized a loss on debt | $ 5,463,492 | ||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 1,336,350 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,503 | $ 317,096 | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price (in Dollars per share) | $ 0.65 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ (4,957,168) | (1,347,371) | |||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($131,250) – January 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 131,250 | ||||||||||||||||||||||||||||||||||||||||
Extension and Conversion – January 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument description | On January 14, 2021, the Company and the holder of the Remaining Notes entered into a series of agreements pursuant to which (i) the holder agreed to convert the full face value of $1,038,500 and $317,096 of accrued interest on the Remaining Notes into 13,538,494 shares of common stock pursuant to the original conversion terms of the underlying notes, (ii) the holder agreed to a 180-day leak out provision, whereby, from and after January 14, 2021, it may not sell in shares of the Company’s common stock in excess of 5% of the Company’s daily trading volume for the first 90 days and 10% of the Company’s daily volume for the next 90 days, subject to certain exceptions, (iii) the holder agreed to release all security interests and share reserves related to the Remaining Notes, and (iv) the Company issued to the holder a new five-year warrant to purchase 13,538,494 shares of common stock at an exercise price of $0.30 per share. | the holder of the Company’s four remaining fixed rate convertible promissory notes with a face value of $1,038,500 – comprised of a $550,000 6% fixed convertible secured promissory note dated July 7, 2016 (the “$550k Note”), a $50,000 10% fixed convertible commitment fee promissory note dated July 7, 2016 (the “$50k Note”), $81,000 of principal remaining on a $111,000 10% fixed convertible secured promissory note dated May 22, 2017 (the “$111k Note”), and a $357,500 10% fixed convertible note dated April 15, 2019 (the “$357.5k Note” and together with the $550k Note, the $50k Note and the $111k Note, the “Remaining Notes”) – agreed to extend the maturity date on the Remaining Notes to January 14, 2021. In exchange for the extension, the Company agreed to extend the expiration date of 3,508,333 existing warrants held by the holder (the “Extended Warrants”) from dates between July 2021 and March 2022 until March 2023. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified Remaining Notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $126,502 in the year ended December 31, 2021, equal to the incremental fair value of the Extended Warrants before and after the modification. | |||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($550,000) - July 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Percentage of covertible note | 6.00% | ||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 550,000 | ||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share (in Dollars per share) | $ 0.08 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 550,000 | $ 550,000 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 180,129 | ||||||||||||||||||||||||||||||||||||||||
Shares issued for accrued interest (in Shares) | 9,126,610 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($50,000) – July 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Percentage of covertible note | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 22,630 | ||||||||||||||||||||||||||||||||||||||||
Shares issued for accrued interest (in Shares) | 726,302 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($111,000) – May 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Percentage of covertible note | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 111,000 | ||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share (in Dollars per share) | $ 0.15 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 81,000 | 81,000 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 180,129 | ||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 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 | ||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares (in Shares) | 448,029 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 25,394 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($111,000) – May 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares (in Shares) | 815,787 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($357,500) – April 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 357,500 | ||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share (in Dollars per share) | $ 0.15 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 357,500 | $ 357,500 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 72,969 | ||||||||||||||||||||||||||||||||||||||||
Shares issued for accrued interest (in Shares) | 2,869,795 | ||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares (in Shares) | 2,383,333 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Beneficial ownership limitation, percentage | 9.99% | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($135,000) – April 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 154,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 8,572 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 125,865 | ||||||||||||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 968,390 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($154,000) - June 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($131,250) – January 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 67,925 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 67,925 | $ 67,925 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 3,926 | $ 3,926 | |||||||||||||||||||||||||||||||||||||||
Shares issued for accrued interest (in Shares) | 885,847 | 885,847 | |||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 55,117 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 89,152 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($131,250) – January 2020 [Member] | $67.9k Note I [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 67,925 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($131,250) – January 2020 [Member] | $67.9k Note I [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 26,890 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($78,000) – July 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 78,000 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 31,432 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 102,388 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($230,000) – July 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument 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 year ended December 31, 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 | $ 230,000 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($111,000) – May 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 108,947 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 108,947 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,354 | ||||||||||||||||||||||||||||||||||||||||
Shares issued for accrued interest (in Shares) | 2,650,251 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 161,617 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($103,000) – October 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 103,000 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 43,777 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 135,205 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($142,500) – October 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 142,500 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 142,500 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 14,250 | ||||||||||||||||||||||||||||||||||||||||
Shares issued for accrued interest (in Shares) | 2,855,191 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 305,100 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($108,947) – October 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 108,947 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 108,947 | $ 108,947 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 5,821 | $ 5,821 | |||||||||||||||||||||||||||||||||||||||
Shares issued for accrued interest (in Shares) | 1,954,870 | 1,954,870 | |||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 76,895 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($128,500) – October 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 128,500 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 128,500 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 8,832 | ||||||||||||||||||||||||||||||||||||||||
Shares issued for accrued interest (in Shares) | 3,197,877 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 154,248 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($103,000) – November 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 103,000 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 45,077 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 135,099 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($78,750) – December 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 78,750 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 37,554 | ||||||||||||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 78,000 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 9,104 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 102,308 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($157,500) – March 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 157,500 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 28,150 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 206,314 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($157,500) – April 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 157,500 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 31,490 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | 205,235 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($135,000) – April 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 135,000 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 18,479 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 175,592 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($83,000) – April 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 83,000 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 13,012 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 108,127 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($128,000) – April 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 128,000 | ||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 21,000 | ||||||||||||||||||||||||||||||||||||||||
One-time cash payment | $ 165,962 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Total | $ 1,336,350 | |
Less: unamortized discount | ||
Convertible notes payable, net of original issue discount and debt discount | 1,336,350 | |
$550k Note - July 2016 [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Total | 719,790 | |
$50k Note - July 2016 [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Total | 71,611 | |
$111k Note - May 2017 [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Total | 120,659 | |
$357.5k Note - April 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Total | $ 424,290 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | $ 4,372 | $ 182,525 |
Amortization of debt discount | 492,430 | |
$550k Note - July 2016 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 2,351 | 62,775 |
Amortization of debt discount | ||
$50k Note - July 2016 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 219 | 4,986 |
Amortization of debt discount | ||
$111k Note - May 2017 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 333 | (909) |
Amortization of debt discount | ||
$357.5k Note - April 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 1,469 | 37,950 |
Amortization of debt discount | ||
$154k Note - June 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 46 | |
Amortization of debt discount | 1,093 | |
$67.9k Note - July 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 707 | |
Amortization of debt discount | 7,252 | |
$67.9k Note II - July 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 177 | |
Amortization of debt discount | 2,813 | |
$78k Note III - July 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 492 | |
Amortization of debt discount | 6,208 | |
$230k Note - July 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 3,041 | |
Amortization of debt discount | 58,527 | |
$108.9k Note - August 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 2,564 | |
Amortization of debt discount | 21,038 | |
$142.5k Note - October 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 12,882 | |
Amortization of debt discount | 92,663 | |
$103k Note V - October 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 2,653 | |
Amortization of debt discount | 29,143 | |
$108.9k Note II - October 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 3,970 | |
Amortization of debt discount | 33,205 | |
$128.5k Note - October 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 5,149 | |
Amortization of debt discount | 51,705 | |
$103k Note VI - November 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 3,527 | |
Amortization of debt discount | 39,450 | |
$78.8k Note II - December 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 3,344 | |
Amortization of debt discount | 27,111 | |
$131.3k Note - January 2020 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 6,545 | |
Amortization of debt discount | 16,205 | |
$78k Note IV - January 2020 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 3,975 | |
Amortization of debt discount | 14,955 | |
$157.5k Note - March 2020 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 7,681 | |
Amortization of debt discount | 20,044 | |
$157.5k Note II - April 2020 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 6,688 | |
Amortization of debt discount | 21,436 | |
$135k Note - April 2020 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 5,585 | |
Amortization of debt discount | 17,718 | |
$83k Note II - April 2020 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 3,752 | |
Amortization of debt discount | 13,767 | |
$128k Note - April 2020 [Member] | ||
Convertible Notes Payable (Details) - Schedule of interest expense recognized on convertible note outstanding [Line Items] | ||
Interest expense | 4,945 | |
Amortization of debt discount | $ 18,097 |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details) - Schedule of unamortized debt discount related to notes payable - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount related to notes payable [Line Items] | ||
Change in fair value of debt | $ 19,246 | $ 300,899 |
Fair value of debt | 1,336,350 | |
$550k Note - July 2016 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount related to notes payable [Line Items] | ||
Change in fair value of debt | 10,344 | 171,780 |
Fair value of debt | 719,790 | |
$50k Note - July 2016 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount related to notes payable [Line Items] | ||
Change in fair value of debt | 1,017 | 14,745 |
Fair value of debt | 71,611 | |
$111k Note - May 2017 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount related to notes payable [Line Items] | ||
Change in fair value of debt | 1,706 | 18,812 |
Fair value of debt | 120,659 | |
$357.5k Note - April 2019 [Member] | ||
Convertible Notes Payable (Details) - Schedule of unamortized debt discount related to notes payable [Line Items] | ||
Change in fair value of debt | 6,179 | 95,562 |
Fair value of debt | $ 424,290 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - Schedule of derivative financial instruments - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of derivative financial instruments [Abstract] | ||
Balance, beginning of period | $ 991,288 | |
Inception of derivative financial instruments | 211,498 | |
Change in fair value of derivative financial instruments | (739,485) | |
Conversion or extinguishment of derivative financial instruments | (463,301) | |
Balance, end of period |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details) - Schedule of fair market value of the derivative financial instruments measured using assumptions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Financial Instruments (Details) - Schedule of fair market value of the derivative financial instruments measured using assumptions [Line Items] | ||
Pricing model utilized | Binomial Lattice | Binomial Lattice |
Risk free rate range | ||
Expected life range (in years) | ||
Volatility range | ||
Dividend yield | 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% | |
Expected life range (in years) | 1 month 20 days | |
Volatility range | 117.48% | |
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% | |
Expected life range (in years) | 1 year | |
Volatility range | 144.51% |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) (Details) - USD ($) | Jan. 15, 2021 | Aug. 31, 2021 | Aug. 26, 2021 | Aug. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2021 | Jan. 01, 2016 |
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Purchase Of Aggregate Shares | 3,703,704 | |||||||
Offering price per shares (in Dollars per share) | $ 0.54 | |||||||
Aggregate purchase price | 1,851,852 | |||||||
Common share percentage | 50.00% | |||||||
Exercise price (in Dollars per share) | $ 0.65 | |||||||
Warrant to purchase price | 269,269 | |||||||
Number Of common share in percentage | 8.00% | |||||||
Offering price per share (in Dollars per share) | $ 0.675 | |||||||
Offering price per share | 125.00% | |||||||
Exercise price payable (in Dollars) | $ 1,719,921 | |||||||
Trusts contributed aggregate shares of common stock | 76,026 | |||||||
Fair value of marketable securities (in Dollars) | $ 3,066,889 | |||||||
Aggregate shares of common stock | 24,522,727 | |||||||
Common shares, issued | 2,998,122 | 1,114,861 | ||||||
Voting Right Percentage | 51.00% | |||||||
Beneficial conversion feature (in Dollars) | $ 825,000 | |||||||
Debt total (in Dollars) | 117,857 | |||||||
Sales of stock, shares | 3,703,704 | |||||||
Proceeds from sale (in Dollars) | $ 698,000 | |||||||
Exercise price (in Dollars per share) | $ 0.65 | |||||||
Aggregate grant date fair value of warrants issued (in Dollars) | $ 43,236 | |||||||
Deemed dividend (in Dollars) | $ 328,179 | |||||||
Issued common shares upon exercise | 927,398 | |||||||
Warrants shares exercised | 1,185,715 | |||||||
Issuance of common stock | 20,000,000 | |||||||
Fair value of options granted (in Dollars per share) | $ 0.25 | $ 0.07 | ||||||
Shares issued to employee | 157,652 | 104,841 | ||||||
Stock options exercised (in Dollars) | $ 16,450 | $ 16,450 | ||||||
Stock options exercised | 145,500 | 145,500 | ||||||
Unrecognized compensation cost (in Dollars) | $ 16,014 | |||||||
Weighted-average period | 1 year 4 months 24 days | |||||||
Fair value of grants per share. (in Dollars per share) | $ 0.21 | $ 0.13 | ||||||
Aggregate fair value (in Dollars) | $ 135,805 | $ 121,616 | ||||||
Equity compensation (in Dollars) | 165,000 | |||||||
Amortization assets (in Dollars) | 13,750 | |||||||
Employee Equity Incentive Plan [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Stock based compensation recognized for grants (in Dollars) | $ 128,279 | |||||||
Weighted-average period | 2 years 7 months 6 days | |||||||
Employee Stock Option [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Stock based compensation recognized for grants (in Dollars) | $ 98,335 | |||||||
Consultant [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Recognized expenses (in Dollars) | $ 495,246 | $ 206,483 | ||||||
Three Separate Private Placement [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Sales of stock, shares | 13,161,943 | |||||||
Proceeds from sale (in Dollars) | $ 4,328,725 | |||||||
Private Placement [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Sales of stock, shares | 7,022,867 | |||||||
Series B Preferred Stock [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Shares authorized | 2,750,000 | 20,000,000 | 20,000,000 | |||||
Common shares, issued | 100 | |||||||
Common Stock [Member] | Investment Agreement [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Common shares, issued | 3,006,098 | 5,797,348 | ||||||
Net proceeds (in Dollars) | $ 900,636 | $ 489,286 | ||||||
Minimum [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Exercise price (in Dollars per share) | $ 0.223 | |||||||
Stock option exercise price (in Dollars per share) | $ 0.1 | |||||||
Maximum [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Stock option exercise price (in Dollars per share) | $ 0.252 | |||||||
Employee Equity Incentive Plan [Member] | Common Stock [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Common shares, issued | 15,503,680 | |||||||
Warrant One [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Warrants to purchase shares of common stock | 0.27 | |||||||
Warrant One [Member] | Three Separate Private Placement [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Warrants to purchase shares of common stock | 6,581,527 | 3,511,444 | ||||||
Exercise price (in Dollars per share) | $ 1.05 | $ 0.16 | ||||||
Three-year warrants [Member] | Three Separate Private Placement [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Exercise price (in Dollars per share) | $ 0.27 | |||||||
Warrant [Member] | ||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Issued warrants | 22,421,026 | 3,582,873 | ||||||
Aggregate grant date fair value of warrants issued (in Dollars) | $ 5,823,476 | $ 231,800 | ||||||
Issued common shares upon exercise | 333,750 | |||||||
Warrants shares exercised | 3,065,278 | |||||||
Exercise price (in Dollars per share) | $ 0.09 | $ 0.15 | ||||||
Cashless exercise | 9,047,332 | |||||||
Warrant shares exercised | 10,571,742 | |||||||
Litigation and other disputes amounts (in Dollars) | $ 614,221 |
Shareholders_ Equity (Deficit_3
Shareholders’ Equity (Deficit) (Details) - Schedule of obligated to issue - Shares issuable to consultants, employees and directors [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Shareholders’ Equity (Deficit) (Details) - Schedule of obligated to issue [Line Items] | ||
Common stock issuable, amount | $ 282,347 | $ 262,273 |
Common stock issuable, shares | 719,366 | 2,150,020 |
Shareholders_ Equity (Deficit_4
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants [Line Items] | ||
Outstanding at beginning of the period | 51,352,986 | 47,056,293 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.17 | $ 0.17 |
Granted during the period | 22,421,026 | 3,582,873 |
Weighted Average Exercise Price, Granted during the period | $ 0.39 | $ 0.2 |
Contractual adjustments to number of warrant shares during the period | 1,949,535 | |
Weighted Average Exercise Price, Contractual adjustments to number of warrant shares during the period | $ 0.08 | |
Exercised during the period | (13,637,020) | (1,185,715) |
Weighted Average Exercise Price, Exercised during the period | $ (0.18) | $ (0.07) |
Expired during the period | (340,000) | (50,000) |
Weighted Average Exercise Price, expired during the period | $ (0.23) | $ (0.4) |
Outstanding at end of the period | 59,796,992 | 51,352,986 |
Weighted Average Exercise Price, Outstanding at end of the period | $ 0.25 | $ 0.17 |
Exercisable at end of the period | 59,796,992 | 51,352,986 |
Weighted Average Exercise Price, Exercisable at end of the period | $ 0.25 | $ 0.17 |
Weighted average remaining life | 3 years 2 months 12 days | 3 years 1 month 6 days |
Shareholders_ Equity (Deficit_5
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding - Warrant [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Exercise Prices One [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding Number Outstanding (in Shares) | shares | 14,789,573 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 3 years |
Warrants Outstanding Weighted-Average Exercise Price | $ 0.07 |
Warrants Exercisable Number Exercisable (in Shares) | shares | 14,789,573 |
Warrants Exercisable Weighted-Average Exercise Price | $ 0.07 |
Exercise Prices One [Member] | Minimum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.0001 |
Exercise Prices One [Member] | Maximum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 0.09 |
Exercise Prices Two [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding Number Outstanding (in Shares) | shares | 9,474,380 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 2 years 8 months 12 days |
Warrants Outstanding Weighted-Average Exercise Price | $ 0.17 |
Warrants Exercisable Number Exercisable (in Shares) | shares | 9,474,380 |
Warrants Exercisable Weighted-Average Exercise Price | $ 0.17 |
Exercise Prices Two [Member] | Minimum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.1 |
Exercise Prices Two [Member] | Maximum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 0.24 |
Exercise Prices Three [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding Number Outstanding (in Shares) | shares | 31,666,448 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 3 years 3 months 18 days |
Warrants Outstanding Weighted-Average Exercise Price | $ 0.31 |
Warrants Exercisable Number Exercisable (in Shares) | shares | 31,666,448 |
Warrants Exercisable Weighted-Average Exercise Price | $ 0.31 |
Exercise Prices Three [Member] | Minimum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.25 |
Exercise Prices Three [Member] | Maximum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 0.49 |
Exercise Prices Four [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding Number Outstanding (in Shares) | shares | 3,866,591 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 4 years 1 month 6 days |
Warrants Outstanding Weighted-Average Exercise Price | $ 0.67 |
Warrants Exercisable Number Exercisable (in Shares) | shares | 3,866,591 |
Warrants Exercisable Weighted-Average Exercise Price | $ 0.67 |
Exercise Prices Four [Member] | Minimum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.5 |
Exercise Prices Four [Member] | Maximum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 1.05 |
Exercise Prices Five [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding Number Outstanding (in Shares) | shares | 59,796,992 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 3 years 2 months 12 days |
Warrants Outstanding Weighted-Average Exercise Price | $ 0.25 |
Warrants Exercisable Number Exercisable (in Shares) | shares | 59,796,992 |
Warrants Exercisable Weighted-Average Exercise Price | $ 0.25 |
Exercise Prices Five [Member] | Minimum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.05 |
Exercise Prices Five [Member] | Maximum [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 1 |
Shareholders_ Equity (Deficit_6
Shareholders’ Equity (Deficit) (Details) - Schedule of fair value of the warrant | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders’ Equity (Deficit) (Details) - Schedule of fair value of the warrant [Line Items] | ||
Pricing model utilized | Binomial Lattice | Binomial Lattice |
Expected life range (in years) | 10 years | 10 years |
Dividend yield | 0.00% | 0.00% |
Warrant [Member] | ||
Shareholders’ Equity (Deficit) (Details) - Schedule of fair value of the warrant [Line Items] | ||
Pricing model utilized | Binomial Lattice | Binomial Lattice |
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 | 1.47% | 0.54% |
Volatility range | 170.44% | 117.46% |
Minimum [Member] | Warrant [Member] | ||
Shareholders’ Equity (Deficit) (Details) - Schedule of fair value of the warrant [Line Items] | ||
Risk free rate range | 0.38% | 0.19% |
Expected life range (in years) | 3 years | |
Volatility range | 169.53% | 119.69% |
Maximum [Member] | ||
Shareholders’ Equity (Deficit) (Details) - Schedule of fair value of the warrant [Line Items] | ||
Risk free rate range | 1.68% | 0.63% |
Volatility range | 192.25% | 134.36% |
Maximum [Member] | Warrant [Member] | ||
Shareholders’ Equity (Deficit) (Details) - Schedule of fair value of the warrant [Line Items] | ||
Risk free rate range | 0.97% | 1.59% |
Expected life range (in years) | 5 years | |
Volatility range | 193.21% | 132.19% |
Shareholders_ Equity (Deficit_7
Shareholders’ Equity (Deficit) (Details) - Schedule of financial statements with respect to the Plans - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of financial statements with respect to the Plans [Abstract] | ||
Total cost of share-based payment plans during the year | $ 893,979 | $ 564,667 |
Amounts capitalized in deferred equity compensation | (165,000) | |
Amounts charged against income for amounts previously capitalized | 13,750 | |
Amounts charged against income, before income tax benefit | 742,729 | 564,667 |
Amount of related income tax benefit recognized in income |
Shareholders_ Equity (Deficit_8
Shareholders’ Equity (Deficit) (Details) - Schedule of stock options outstanding - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock options outstanding [Abstract] | ||
Number Outstanding beginning balance | 3,111,750 | 3,269,250 |
Weighted Average Exercise Price Outstanding beginning balance | $ 0.2 | $ 0.21 |
Weighted Average Remaining Contractual Term (Yrs.) Outstanding beginning balance | 7 years 8 months 12 days | |
Aggregate Intrinsic Value Outstanding beginning balance | $ 40,783 | $ 74,320 |
Number Granted during the period | 580,000 | 60,000 |
Weighted Average Exercise Price Granted during the period | $ 0.33 | $ 0.09 |
Number Exercised during the period | (145,500) | |
Weighted Average Exercise Price Exercised during the period | $ (0.11) | |
Number Forfeited during the period | (90,000) | (217,500) |
Weighted Average Exercise Price Forfeited during the period | $ (0.19) | $ (0.26) |
Number Outstanding ending balance | 3,456,250 | 3,111,750 |
Weighted Average Exercise Price Outstanding ending balance | $ 0.2 | $ 0.2 |
Weighted Average Remaining Contractual Term (Yrs.) ending balance | 6 years 6 months | 6 years 8 months 12 days |
Aggregate Intrinsic Value Outstanding ending balance | $ 873,096 | $ 40,783 |
Number Exercisable | 2,597,500 | |
Weighted Average Exercise Price Exercisable | $ 0.2 | |
Weighted Average Remaining Contractual Term (Yrs.) Exercisable | 6 years 1 month 6 days | |
Aggregate Intrinsic Value Exercisable | $ 710,548 |
Shareholders_ Equity (Deficit_9
Shareholders’ Equity (Deficit) (Details) - Schedule of nonvested options issued - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of nonvested options issued [Abstract] | ||
Nonvested options outstanding at beginning of period, Shares | 1,044,375 | 1,636,250 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.21 | $ 0.22 |
Granted, Shares | 580,000 | 60,000 |
Weighted Average Grant Date Fair Value, Granted | $ 0.25 | $ 0.07 |
Vested, Shares | (707,500) | (491,875) |
Weighted Average Grant Date Fair Value, Vested | $ (0.22) | $ (0.21) |
Forfeited, Shares | (58,125) | (160,000) |
Weighted Average Grant Date Fair Value, Forfeited | $ (0.14) | $ (0.21) |
Nonvested at end of period, Shares | 858,750 | 1,044,375 |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.23 | $ 0.21 |
Shareholders_ Equity (Defici_10
Shareholders’ Equity (Deficit) (Details) - Schedule of stock grant activity - Stock Grants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders’ Equity (Deficit) (Details) - Schedule of stock grant activity [Line Items] | ||
Nonvested awards outstanding at beginning of period, Shares | 200,000 | 332,500 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.17 | $ 0.17 |
Granted, Shares | 1,496,861 | 791,965 |
Weighted Average Grant Date Fair Value, Granted | $ 0.21 | $ 0.13 |
Vested, Shares | (1,337,311) | (836,965) |
Weighted Average Grant Date Fair Value, Vested | $ (0.19) | $ (0.15) |
Forfeited, Shares | (57,500) | (87,500) |
Weighted Average Grant Date Fair Value, Forfeited | $ (0.16) | $ (0.06) |
Nonvested awards outstanding at end of period, Shares | 302,050 | 200,000 |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.27 | $ 0.17 |
Contingent Acquisition Consid_3
Contingent Acquisition Consideration (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingency [Abstract] | ||
Acquisition term | 4 years | |
Change in fair value contingent | $ (373,656) | $ 75,952 |
Contingent Acquisition Consid_4
Contingent Acquisition Consideration (Details) - Schedule of fair value of contingent acquisition - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Contingent Acquisition Consideration (Details) - Schedule of fair value of contingent acquisition [Line Items] | ||
Total contingent acquisition consideration | $ 1,185,690 | $ 1,500,440 |
Less: long term portion | (782,224) | (798,479) |
Contingent acquisition consideration, current portion | 403,466 | 701,961 |
Fair Value of HCFM Contingent Acquisition Consideration [Member] | ||
Contingent Acquisition Consideration (Details) - Schedule of fair value of contingent acquisition [Line Items] | ||
Total contingent acquisition consideration | 172,124 | 301,236 |
Fair Value of CHM Contingent Acquisition Consideration [Member] | ||
Contingent Acquisition Consideration (Details) - Schedule of fair value of contingent acquisition [Line Items] | ||
Total contingent acquisition consideration | 276,529 | 682,661 |
Fair Value of MOD Contingent Acquisition Consideration [Member] | ||
Contingent Acquisition Consideration (Details) - Schedule of fair value of contingent acquisition [Line Items] | ||
Total contingent acquisition consideration | $ 737,037 | $ 516,543 |
Contingent Acquisition Consid_5
Contingent Acquisition Consideration (Details) - Schedule of maturities of contingent acquisition | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of maturities of contingent acquisition [Abstract] | |
2022 | $ 403,466 |
2023 | 391,486 |
2024 | 390,738 |
Total | $ 1,185,690 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Jan. 15, 2021 | Jul. 01, 2018 | Aug. 24, 2020 | May 18, 2020 | Dec. 31, 2020 | Jul. 20, 2020 |
Commitments and Contingencies (Details) [Line Items] | ||||||
Consideration of common stock issued | 2,240,838 | |||||
Warrants issued | 8,000,000 | |||||
Issuance of common stock | 7,000,000 | |||||
Description of commitment | As a result of the exercise of the Empery Warrants, Empery and the Company entered into a stipulation of dismissal to dismiss with prejudice the litigation between Empery and the Company. Empery also agreed to a 180-day leak out provision, whereby it may not sell shares of the Company’s common stock issued pursuant to the Empery Warrant exercise after the effective date in excess of 5% of the Company’s daily trading volume for the first 90 days after issuance of the shares and 10% of the Company’s daily volume for the next 90 days. | 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. | ||||
Accrued liability | $ 265,714 | |||||
Additional loss on settlement of litigation | $ 441,148 | |||||
Cash payment, description | On July 1, 2018, 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. | Pursuant to the terms of the settlement, the Company agreed to make cash payments totaling $75,000 over a six-month period. The $75,000 was paid in full. | ||||
Minimum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Exercise price | $ 0.223 | |||||
Maximum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Exercise price | $ 0.0296 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of maturities operating lease liabilities - Operating Leases [Member] | Dec. 31, 2021USD ($) |
Commitments and Contingencies (Details) - Schedule of maturities operating lease liabilities [Line Items] | |
2022 | $ 383,619 |
2023 | 273,844 |
Total lease payments | 657,463 |
Less interest | (129,272) |
Present value of lease liabilities | $ 528,191 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate, description | The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. | |
Federal and state net operating loss carry forwards | $ 19.9 | $ 15.6 |
Future taxable income | 2.5 | |
Carry forward | $ 17.4 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of earnings before income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss before income taxes | ||
Domestic | $ (10,412,600) | $ (5,755,300) |
Foreign | ||
Total loss before income taxes | $ (10,412,600) | $ (5,755,300) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision (benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | ||
State | ||
Foreign | ||
Total current | ||
Deferred | ||
Federal | ||
State | ||
Foreign | ||
Total deferred | ||
Total income tax provision (benefit) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of income tax (provision) benefit at the statutory rate - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Rate Reconciliation | ||
Expected tax at statutory rate | $ (2,186,700) | $ (1,208,600) |
Permanent differences | 1,041,000 | 354,200 |
State income tax, net of federal benefit | (192,100) | (143,300) |
State rate change - federal impact | ||
State rate change adjustment | ||
Foreign taxes at rate different than US taxes | ||
Current year change in valuation allowance | 320,900 | 997,700 |
Prior year true-ups | 1,016,900 | |
Income tax provision (benefit) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets (liabilities) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Assets (Liabilities) Detail | ||
Net operating loss deferred tax asset | $ 4,882,000 | $ 4,839,900 |
Gain from change in fair value of derivative financial instruments | (176,600) | (181,300) |
Gain from change in fair value of contingent acquisition consideration | 73,000 | (18,600) |
Loss from change in fair value of debt | 93,600 | 93,600 |
Right of use lease asset | (129,200) | |
Lease liability | 129,500 | |
Stock compensation | 182,100 | |
Deferred tax assets (liabilities) | 5,054,400 | 4,733,600 |
Valuation allowance | (5,054,400) | (4,733,600) |
Net deferred tax assets (liabilities) |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting (Details) [Line Items] | ||
Subscription revenue billed and paid | $ 943 | $ 5,251 |
Medical Distribution Segment [Member] | ||
Segment Reporting (Details) [Line Items] | ||
Subscription revenue billed and paid | $ 48,697 | $ 0 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of segment information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Health Services [Member] | ||
Revenue | ||
Patient service revenue, net | $ 5,764,186 | $ 4,743,811 |
Medicare shared savings revenue | ||
Consulting and event revenue | ||
Product revenue | ||
Total revenue | 5,764,186 | 4,743,811 |
Operating Expenses | ||
Practice salaries and benefits | 3,114,991 | 2,581,481 |
Other practice operating expenses | 2,349,279 | 2,149,118 |
Medicare shared savings expenses | ||
Cost of product revenue | ||
Selling, general and administrative expenses | ||
Depreciation and amortization | 109,689 | 107,341 |
Total Operating Expenses | 5,573,959 | 4,837,940 |
(Loss) income from operations | 190,227 | (94,129) |
Other Segment Information | ||
Interest expense (income) | 7,976 | 40,070 |
Loss on sales of marketable securities | ||
Loss (gain) on extinguishment of debt | (502,959) | |
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 | ||
Litigation settlement expense | ||
Identifiable assets | 2,152,533 | 2,120,714 |
Goodwill | ||
Digital Healthcare [Member] | ||
Revenue | ||
Patient service revenue, net | ||
Medicare shared savings revenue | ||
Consulting and event revenue | 14,883 | |
Product revenue | ||
Total revenue | 14,883 | |
Operating Expenses | ||
Practice salaries and benefits | ||
Other practice operating expenses | ||
Medicare shared savings expenses | ||
Cost of product revenue | ||
Selling, general and administrative expenses | 4,681,448 | 3,017,115 |
Depreciation and amortization | 4,567 | 2,379 |
Total Operating Expenses | 4,686,015 | 3,019,494 |
(Loss) income from operations | (4,671,132) | (3,019,494) |
Other Segment Information | ||
Interest expense (income) | 11,268 | 208,977 |
Loss on sales of marketable securities | 282,107 | |
Loss (gain) on extinguishment of debt | 5,471,884 | 1,347,371 |
Amortization of original issue and debt discounts on convertible notes | 530,930 | |
Change in fair value of debt | 19,246 | 381,835 |
Change in fair value of derivative financial instruments | (739,485) | |
Change in fair value of contingent acquisition consideration | 373,656 | (75,952) |
Litigation settlement expense | 706,862 | |
Identifiable assets | 3,450,332 | 192,568 |
Goodwill | ||
ACO / MSO [Member] | ||
Revenue | ||
Patient service revenue, net | ||
Medicare shared savings revenue | 2,419,312 | 767,744 |
Consulting and event revenue | 281,549 | 432,977 |
Product revenue | ||
Total revenue | 2,700,861 | 1,200,721 |
Operating Expenses | ||
Practice salaries and benefits | ||
Other practice operating expenses | ||
Medicare shared savings expenses | 2,413,205 | 1,017,494 |
Cost of product revenue | ||
Selling, general and administrative expenses | ||
Depreciation and amortization | ||
Total Operating Expenses | 2,413,205 | 1,017,494 |
(Loss) income from operations | 287,656 | 183,227 |
Other Segment Information | ||
Interest expense (income) | ||
Loss on sales of marketable securities | ||
Loss (gain) on extinguishment of debt | ||
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 | ||
Litigation settlement expense | ||
Identifiable assets | 1,167,965 | 1,115,148 |
Goodwill | 381,856 | 381,856 |
Medical Distribution [Member] | ||
Revenue | ||
Patient service revenue, net | ||
Medicare shared savings revenue | ||
Consulting and event revenue | ||
Product revenue | 718,062 | 188,588 |
Total revenue | 718,062 | 188,588 |
Operating Expenses | ||
Practice salaries and benefits | ||
Other practice operating expenses | ||
Medicare shared savings expenses | ||
Cost of product revenue | 606,521 | 146,461 |
Selling, general and administrative expenses | 248,220 | 45,914 |
Depreciation and amortization | 713,440 | 137,646 |
Total Operating Expenses | 1,568,181 | 330,021 |
(Loss) income from operations | (850,119) | (141,433) |
Other Segment Information | ||
Interest expense (income) | (100) | 712 |
Loss on sales of marketable securities | ||
Loss (gain) on extinguishment of debt | (11,757) | |
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 | ||
Litigation settlement expense | ||
Identifiable assets | 2,775,621 | 3,450,013 |
Goodwill | 766,249 | 766,249 |
Total [Member] | ||
Revenue | ||
Patient service revenue, net | 5,764,186 | 4,743,811 |
Medicare shared savings revenue | 2,419,312 | 767,744 |
Consulting and event revenue | 296,432 | 432,977 |
Product revenue | 718,062 | 188,588 |
Total revenue | 9,197,992 | 6,133,120 |
Operating Expenses | ||
Practice salaries and benefits | 3,114,991 | 2,581,481 |
Other practice operating expenses | 2,349,279 | 2,149,118 |
Medicare shared savings expenses | 2,413,205 | 1,017,494 |
Cost of product revenue | 606,521 | 146,461 |
Selling, general and administrative expenses | 4,929,668 | 3,063,029 |
Depreciation and amortization | 827,696 | 247,366 |
Total Operating Expenses | 14,241,360 | 9,204,949 |
(Loss) income from operations | (5,043,368) | (3,071,829) |
Other Segment Information | ||
Interest expense (income) | 19,144 | 249,759 |
Loss on sales of marketable securities | 282,107 | |
Loss (gain) on extinguishment of debt | 4,957,168 | 1,347,371 |
Amortization of original issue and debt discounts on convertible notes | 530,930 | |
Change in fair value of debt | 19,246 | 381,835 |
Change in fair value of derivative financial instruments | (739,485) | |
Change in fair value of contingent acquisition consideration | 373,656 | (75,952) |
Litigation settlement expense | 706,862 | |
Identifiable assets | 9,546,451 | 6,878,443 |
Goodwill | $ 1,148,105 | $ 1,148,105 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 1,348,190 | $ 2,836,790 |
Fair Value Inputs Level 1 [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 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,348,190 | 2,836,790 |
Liability-classified equity instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 162,500 | |
Liability-classified equity instruments [Member] | Fair Value Inputs Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Liability-classified equity instruments [Member] | Fair Value Inputs Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Liability-classified equity instruments [Member] | Fair Value Inputs Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 162,500 | |
Contingent Acquisition Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,185,690 | 1,500,440 |
Contingent Acquisition Consideration [Member] | Fair Value Inputs Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Contingent Acquisition Consideration [Member] | Fair Value Inputs Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Contingent Acquisition Consideration [Member] | Fair Value Inputs Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 1,185,690 | 1,500,440 |
Convertible Notes Payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,336,350 | |
Convertible Notes Payable [Member] | Fair Value Inputs Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Convertible Notes Payable [Member] | Fair Value Inputs Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Convertible Notes Payable [Member] | Fair Value Inputs Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 1,336,350 |
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 ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | $ (392,902) | $ 433,602 |
Convertible notes payable [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | (19,246) | (300,899) |
Notes payable to related party [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | (80,936) | |
Derivative financial instruments [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 739,485 | |
Contingent acquisition consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | $ (373,656) | $ 75,952 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 16, 2022USD ($) |
Forecast [Member] | |
Subsequent Events (Details) [Line Items] | |
Principal and interest payment | $ 450,000 |