Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
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 | 259,152,889 | ||
Entity Public Float | $ 16,365,786 | ||
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, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | 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, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 61,891 | $ 3,291,646 |
Accounts receivable, net of allowance for doubtful accounts of $-0- and $13,972 as of December 31, 2022 and 2021, respectively | 72,284 | 86,287 |
Inventory | 192,833 | 134,930 |
Contract assets | 269,736 | |
Prepaid expenses and other | 92,940 | 137,630 |
Current assets held for sale | 1,454,856 | |
Total Current Assets | 2,144,540 | 3,650,493 |
Property, plant and equipment, net of accumulated depreciation of $397,194 and $283,512 as of December 31, 2022 and 2021, respectively | 413,123 | 350,482 |
Intangible assets, net of accumulated amortization of $1,589,217 and $873,417 as of December 31, 2022 and 2021, respectively | 1,112,007 | 3,807,121 |
Goodwill | 319,958 | 766,249 |
Right of use lease assets | 540,181 | 526,730 |
Deferred equity compensation and deposits | 50,907 | 138,625 |
Long term assets held for sale | 1,454,856 | |
Total Assets | 4,580,716 | 10,694,556 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,602,558 | 790,843 |
Contract liabilities | 574,847 | 47,838 |
Lease liability, current portion | 344,464 | 288,966 |
Notes payable and other amounts due to related party, net of unamortized original issue discount of $104,490 and $-0- as of December 31, 2022 and 2021, respectively | 506,110 | 300,600 |
Notes payable, current portion, net of unamortized original issue discount of $37,748 and $-0- as of December 31, 2022 and 2021, respectively | 291,650 | |
Liability-classified equity instruments, current portion | 30,000 | 61,250 |
Contingent acquisition consideration, current portion | 100,068 | 403,466 |
Current liabilities held for sale | 25,000 | 25,000 |
Total Current Liabilities | 3,474,697 | 1,917,963 |
Long-Term Liabilities | ||
Government notes payable, long term portion | 450,000 | 450,000 |
Liability-classified equity instruments, long term portion | 45,000 | 101,250 |
Contingent acquisition consideration, long term portion | 98,239 | 782,224 |
Lease liability, long term portion | 198,330 | 239,225 |
Total Liabilities | 4,266,266 | 3,490,662 |
Commitments and contingencies (Note 16) | ||
Shareholders’ Equity | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 255,940,389 and 237,893,473 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 25,594 | 23,789 |
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, 2022 and 2021, respectively | 2,750 | 2,750 |
Common stock issuable, $0.0001 par value; 2,585,542 and 719,366 shares as of December 31, 2022 and 2021, respectively | 225,584 | 282,347 |
Additional paid-in capital | 41,081,455 | 39,100,197 |
Accumulated deficit | (41,020,933) | (32,205,189) |
Total Shareholders’ Equity | 314,450 | 7,203,894 |
Total Liabilities and Shareholders’ Equity | $ 4,580,716 | $ 10,694,556 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, net of allowance for doubtful accounts (in Dollars) | $ 0 | $ 13,972 |
Property, plant and equipment, net of accumulated depreciation (in Dollars) | 397,194 | 283,512 |
Net of unamortized original issue discount (in Dollars) | $ 104,490 | $ 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 | 255,940,389 | 237,893,473 |
Common stock, shares outstanding | 255,940,389 | 237,893,473 |
Common stock issuable, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock issuable, shares | 2,585,542 | 719,366 |
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 Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Patient service revenue, net | $ 5,407,416 | $ 5,764,186 |
Subscription and event revenue | 20,835 | 14,883 |
Product revenue | 429,951 | 718,062 |
Total revenue | 5,858,202 | 6,497,131 |
Operating Expenses and Costs | ||
Practice salaries and benefits | 3,335,695 | 3,114,991 |
Other practice operating expenses | 2,566,191 | 2,349,279 |
Cost of product revenue | 463,156 | 606,521 |
Selling, general and administrative expenses | 4,577,490 | 4,929,668 |
Depreciation and amortization | 829,481 | 827,696 |
Impairment loss | 2,745,563 | |
Total Operating Expenses and Costs | 14,517,576 | 11,828,155 |
Loss from operations | (8,659,374) | (5,331,024) |
Other Income (Expenses) | ||
Gain (loss) on extinguishment of debt | (4,957,168) | |
Change in fair value of debt | (19,246) | |
Financing cost | (110,000) | |
Amortization of original issue discounts on notes payable | (55,282) | |
Change in fair value of contingent acquisition consideration | 779,999 | (373,656) |
Interest (expense) income | (22,825) | (19,144) |
Total other income (expenses) | 591,892 | (5,369,214) |
Net loss before provision for income taxes | (8,067,482) | (10,700,238) |
Provision for income taxes | ||
Loss from continuing operations | (8,067,482) | (10,700,238) |
Income (loss) from operations of discontinued operations (Note 4) | (748,262) | 287,656 |
Net loss | (8,815,744) | (10,412,582) |
Deemed dividend - amortization of beneficial conversion feature | (353,571) | (353,571) |
Net loss to common shareholders | $ (9,169,315) | $ (10,766,153) |
Basic (in Dollars per share) | $ (0.03) | $ (0.05) |
Fully diluted (in Dollars per share) | (0.03) | (0.05) |
Basic (in Dollars per share) | (0.04) | (0.05) |
Fully diluted (in Dollars per share) | (0.04) | (0.05) |
Basic (in Dollars per share) | (0.04) | (0.05) |
Fully diluted (in Dollars per share) | $ (0.04) | $ (0.05) |
Basic (in Shares) | 243,419,736 | 224,658,709 |
Fully diluted (in Shares) | 243,419,736 | 224,658,709 |
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, 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 | ||||
Contingent acquisition consideration issuable | $ 81 | 366,219 | 366,300 | |||
Contingent acquisition consideration issuable (in Shares) | 806,828 | |||||
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 | ||||
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 | |||||
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) | |||||
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 | ||||
Sales of common stock pursuant to Standby Equity Purchase Agreement | $ 569 | 450,634 | 451,203 | |||
Sales of common stock pursuant to Standby Equity Purchase Agreement (in Shares) | 5,683,100 | |||||
Stock based financing fees | $ 90 | 99,910 | 100,000 | |||
Stock based financing fees (in Shares) | 895,255 | |||||
Other sales of common stock | $ 900 | 569,449 | 570,349 | |||
Other sales of common stock (in Shares) | 8,998,485 | |||||
Fair value of warrants allocated to proceeds of common stock | 214,651 | 214,651 | ||||
Fair value of warrants allocated to proceeds of related party debt | 35,281 | 35,281 | ||||
Shares issued in acquisition of AEU | $ 79 | 103,725 | 103,804 | |||
Shares issued in acquisition of AEU (in Shares) | 871,633 | |||||
Consultant and director fees payable with common shares and warrants | $ 129 | 13,464 | 307,708 | 321,301 | ||
Consultant and director fees payable with common shares and warrants (in Shares) | 1,209,049 | |||||
Shares and options issued to employees | $ 38 | (70,227) | 199,900 | 129,711 | ||
Shares and options issued to employees (in Shares) | 388,000 | |||||
Exercise of stock options | ||||||
Exercise of stock options (in Shares) | 1,394 | |||||
Net loss | (8,815,744) | (8,815,744) | ||||
Balance at Dec. 31, 2022 | $ 25,594 | $ 2,750 | $ 225,584 | $ 41,081,455 | $ (41,020,933) | $ 314,450 |
Balance (in Shares) at Dec. 31, 2022 | 255,940,389 | 2,750,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (8,815,744) | $ (10,412,582) |
(Income) loss from discontinued operations | 748,262 | (287,656) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 829,481 | 827,696 |
Impairment loss | 2,745,563 | |
Stock based compensation, including amortization of deferred equity compensation | 439,763 | 742,729 |
Amortization of debt discount | 55,282 | |
Stock-based financing cost | 100,000 | |
Loss on extinguishment of debt | 4,957,168 | |
Change in fair value of debt | 19,246 | |
Change in fair value of contingent acquisition consideration | (779,999) | 373,656 |
Accounts receivable | 36,510 | (14,632) |
Inventory | (44,631) | (39,730) |
Contract assets | (269,736) | |
Prepaid expenses and deposits | 51,532 | (48,063) |
Right of use lease assets | 351,718 | 109,587 |
Accounts payable and accrued expenses | 701,605 | (138,716) |
Lease liability | (350,566) | (114,254) |
Contract liabilities | 527,010 | 6,277 |
Net cash used in continuing operating activities | (3,673,950) | (4,019,274) |
Net cash (used in) generated by discontinued operating activities | (689,070) | 249,420 |
Net cash used in operating activities | (4,363,020) | (3,769,854) |
Cash Flows from Investing Activities | ||
Acquisition, net of cash acquired | (313,802) | |
Payment of contingent acquisition consideration | (207,384) | (322,106) |
Acquisition of property and equipment | (23,564) | (19,250) |
Net cash used in continuing investing activities | (544,750) | (341,356) |
Net cash used in discontinued investing activities | ||
Net cash used in investing activities | (544,750) | (341,356) |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 956,787 | 6,949,281 |
Proceeds from exercise of options and warrants | 350,200 | |
Proceeds from notes payable | 943,300 | |
Repayment of notes payable | (222,072) | (51,109) |
Repurchase of treasury stock | (7,700) | |
Net cash provided by continuing financing activities | 1,678,015 | 7,240,672 |
Net cash provided by discontinued financing activities | ||
Net cash provided by financing activities | 1,678,015 | 7,240,672 |
Net increase (decrease) in cash | (3,229,755) | 3,129,462 |
Cash, beginning of period | 3,291,646 | 162,184 |
Cash, end of period | 61,891 | 3,291,646 |
Cash paid during the period for interest | 5,923 | 232 |
Cash paid during the period for income tax | ||
Schedule of non-cash investing and financing activities: | ||
Fair value of shares issued as purchase price consideration | 103,804 | |
Common stock issuable issued during period | 305,069 | 262,273 |
Net carrying value of equity liabilities (assets) written off | 428,859 | |
Recognition of operating lease: right of use asset and lease liability | 284,905 | |
Proceeds from sale of common stock under Standby Equity Purchase Agreement applied to note payable balance | 279,415 | |
Fair value of warrants allocated to proceeds of debt | 35,281 | |
Debt discount and original issue discount allocated to proceeds of notes payable | 153,631 | |
Forgiveness of government loans | 632,826 | |
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 | |
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 |
Business and Business Presentat
Business and Business Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Business and Business Presentation [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. The Company currently operates in three distinct divisions: the Health Services Division, the Digital Healthcare 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 engaged in improving the health of its patients through individualized and integrative health care, (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, and (iv) Aesthetic Enhancements Unlimited (“AEU”), a patient service facility specializing in minimally and non-invasive cosmetic services acquired by the Company in May 2022. 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 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. During October 2022, the Company’s Board of Directors (the “Board”) approved a plan to sell the Company’s ACO/MSO (Accountable Care Organization / Managed Service Organization) Division, comprised of the operations of Cura Health Management LLC (“CHM”) and its subsidiary ACO Health Partners LLC (“AHP”), which 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”). On January 17, 2023, the Company entered into an Agreement and Plan of Merger (the “AHP Merger Agreement”) pursuant to which PBACO Holding, LLC, an operator of ACOs, (“Buyer”) agreed to buy, and the Company agreed to sell, AHP. See Note 4, “Discontinued Operations,” for additional information. 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 seven subsidiaries: NWC, NCFM, BTG, CHM, AHP, MOD and AEU. 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. Uncertainty Due to Geopolitical Events Due to Russia’s invasion of Ukraine, which began in February 2022, and the resulting sanctions and other actions against Russia and Belarus, there has been uncertainty and disruption in the global economy. Although the Russian war against Ukraine did not have a material adverse impact on the Company’s financial results for the year ended December 31, 2022, at this time the Company is unable to fully assess the aggregate impact the Russian war against Ukraine will have on its business due to various uncertainties, which include, but are not limited to, the duration of the war, the war’s effect on the economy, its impact to the businesses of the Company’s, and actions that may be taken by governmental authorities related to the war. COVID-19 Update The continuing COVID-19 global pandemic has caused significant disruption to the economy and financial markets globally, and the full extent of the potential impacts of COVID-19 are not yet known. Circumstances caused by the COVID-19 pandemic are complex, and uncertain. The impact of COVID-19 has not been significant to the Company’s results of operations, financial condition, and liquidity and capital resources. Although no material impairment or other effects have been identified to date, there is substantial uncertainty in the nature and degree of its continued effects over time. That uncertainty affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions as additional events and information become known. The Company will continue to consider the potential impact of the COVID-19 pandemic on its business operations. Our key Medical Distribution supplier is a limited- or sole-source supplier. Disruptions in deliveries, capacity constraints, production disruptions up- or down-stream, price increases, or decreased availability of raw materials or commodities, including as a result of war, natural disasters (including the effects of climate change such as sea level rise, drought, flooding, wildfires and more intense weather events), actual or threatened public health emergencies or other business continuity events, adversely affect our operations and, depending on the length and severity of the disruption, can limit our ability to meet our commitments to customers or significantly impact our operating profit or cash flows. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Business and Business Presentation [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 earned for patient services provided to patients at our NWC facility, functional medicine services provided to patients at our NCFM facility, and physical therapy services provided to patients at our BTG facility. 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 related to NCFM Medical Memberships and Concierge contracts, which include bundled products and services that have substantially the same pattern of transfer to the customer, is recognized over the period of delivery, which is the same as the period of the contract (typically, one year). Revenue for performance obligations satisfied over time related to prepaid BTG physical therapy bundles for which performance obligations are satisfied over time as visits are incurred, is recognized based on actual charges incurred in relation to total expected charges. The Company believes that these methods provide a faithful depiction of the transfer of services over the term of the performance obligations based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time, which includes all patient service revenue other than NCFM contracts and BTG bundles, is recognized when goods or services are provided at the time of the patient visit, and at which time the Company is not 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. Estimates of contractual adjustments and discounts require significant judgment and are based on the Company’s current 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. There were no material changes during the years ended December 31, 2022 or 2021 to the judgments applied in determining the amount and timing of patient service revenue. 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: Certain inpatient acute care services are paid at prospectively determined rates per discharge based on clinical, diagnostic and other factors. Certain services are paid based on cost-reimbursement methodologies subject to certain limits. Physician services are paid based upon established fee schedules. Outpatient services are paid using prospectively determined rates. ● Medicaid: Reimbursements for Medicaid services are generally paid at prospectively determined rates per discharge, per occasion of service, or per covered member. ● Other: Payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges, and prospectively determined daily rates. 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, BTG and AEU are provided on a cash basis and not submitted through third party insurance providers. Certain of the Company’s patient services at NCFM are prepaid by the patient in exchange for access to services to be provided at the patient’s request over a period of time. At inception of such contracts, the Company recognizes contract liabilities for the value of services to be provided and, where applicable, contract assets for recoverable amounts incurred to obtain a customer contract that would not have incurred if the contract had not been obtained. Because the Company’s inputs are expended evenly throughout the performance period, the Company recognizes revenue and cost related to such contract liabilities and assets on a straight-line basis over the contractual performance period. Certain of the Company’s patient services at BTG are prepaid by the patient in exchange for access to a fixed number of visits. At inception of such contracts, the Company recognizes contract liabilities for the value of services to be provided. The Company recognizes revenue as performance obligations are satisfied, which occurs as visits are used. Product and Other 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 are recognized when payment is received but for which the Company has not met its product fulfillment performance obligation. 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. Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of six 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, 2022 and 2021, the Company had $-0- and $2,957,040 in excess of the FDIC insured limit, respectively. Accounts Receivable Trade receivables related to NWC services billed to third party payors are carried at the estimated collectible amount. 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 48-52% of total billings. Trade accounts receivable are recorded at this net amount. As of December 31, 2022 and 2021, the Company’s gross patient services accounts receivable were $98,180 and $193,363, respectively, and net patient services accounts receivable were $49,777 and $86,287, respectively, based upon net reporting of accounts receivable. The Company also had consulting accounts receivable of $22,506 and $-0- as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company’s allowance for doubtful accounts was $-0- and $13,972, respectively. Other Comprehensive Income The Company does not have any activity that results in Other Comprehensive Income. 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. See Note 8 for more complete details on balances as of the reporting periods presented herein. 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. The Company evaluates the remaining useful life of intangible asset that are not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. 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. See Note 8, “Intangible Assets and Goodwill,” for further discussion of impairment charges in the year ended December 31, 2022. 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 substantially 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. Government Notes Payable 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. 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 – Fair value based on quoted prices in active markets for identical assets or liabilities; ● Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data; ● Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. 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. The Company utilizes a binomial lattice option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. The Company believes that the binomial lattice model results in the best 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 fairly value these instruments and, unlike less sophisticated models like the Black-Scholes model, it 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, 2022 and 2021, 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, accounts payable, and accrued liabilities 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, 2022 and 2021, 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, 2022 and 2021, potentially dilutive securities were comprised of (i) 68,109,094 and 59,796,992 warrants outstanding, respectively, (ii) 5,222,982 and 3,999,250 stock options outstanding, respectively, (iii) 1,651,435 and 302,050 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, (iv) up to 2,585,542 and 719,366 common shares issuable that are earned but not paid under consulting and director compensation arrangements, 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 operations 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 Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has three operating segments: Health Services (multi-specialty medical group including the NWC GYN practice, the NCFM functional medicine practice, the BTG physical therapy practice, and the AEU cosmetic services practice), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), and Medical Distribution (comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices). The Company’s ACO/MSO segment (comprised of the ACO/MSO business, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP) was sold in January 2023. As such, and as described in further detail in Note 4, this unit’s assets and liabilities are classified as held for sale as of December 31, 2022 and 2021, and the unit’s results of operations are classified as “Income (loss) from operations of discontinued operations” for the years ended December 31, 2022 and 2021. 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 October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers Recently Adopted Pronouncements 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 periods 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. The Company adopted this standard for the year ended December 31, 2022. The adoption did not have a material effect on the Company’s consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments On January 1, 2021, we adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In September 2022, the FASB issued ASU No. 2022-04 , Liabilities – Supplier Finance Programs (Subtopic 405-50) In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 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. |
Liquidity and Going Concern Ana
Liquidity and Going Concern Analysis | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity and Going Concern Analysis [Abstract] | |
LIQUIDITY AND GOING CONCERN ANALYSIS | NOTE 3 – LIQUIDITY AND GOING CONCERN ANALYSIS Liquidity and Going Concern During the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (March 31, 2024). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s obligations due before March 31, 2024. The Company is subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from its Digital Healthcare division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure. The Company has experienced net losses and cash outflows from operating activities since inception. As of December 31, 2022, the Company had cash balances of $61,891, a working capital deficit of $1,330,157 and an accumulated deficit of $41,020,933. For the year ended December 31, 2022, the Company had a net loss of $8,815,744, net cash used by operating activities of $4,363,020, and $1,678,015 provided by financing activities. The Company expects to continue to incur net losses and have significant cash outflows for at least the next 12 months. Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the consolidated financial statements were issued. On July 5, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”) (See Note 13, “Shareholders’ Equity,” below for additional information on the SEPA). Pursuant to the SEPA, the Company shall have the right to sell to Yorkville up to 30,000,000 of its shares of common stock, par value $0.0001 per share, at the Company’s request any time during the three-year commitment period set forth in the SEPA. Because the purchase price per share to be paid by Yorkville for the shares of common stock sold by the Company to Yorkville pursuant to the SEPA, if any, will fluctuate based on the market prices of the Company’s common stock during the applicable pricing period, the Company cannot reliably predict the actual purchase price per share to be paid by Yorkville for those shares, or the actual gross proceeds to be raised by the Company from those sales, if any. During the year ended December 31, 2022, the Company made 21 advances under the SEPA, receiving $451,202 in proceeds for the issuance of 5,683,100 shares of common stock, of which $279,415 was applied to the balance of the Promissory Note (as defined below). On July 19, 2022, the Company issued to Yorkville a promissory note with an initial principal amount equal to $561,000, including payment fees (the “Promissory Note”). The Promissory Note will mature on March 15, 2023 (See Note 13, “Notes Payable,” below for additional information). During the year ended December 31, 2022, the Company made payments of $392,700 against the Promissory Note, including $279,415 applied from proceeds of sales of common stock under the SEPA. The unpaid principal balance as of December 31, 2022 was $168,300. The remaining balance was repaid in first quarter 2023. As described further in Note 4, “Discontinued Operations,” during October 2022, the Board approved a plan to sell the Company’s ACO/MSO Division. On January 17, 2023, the Company entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and the Company agreed to sell, AHP. The Company received $750,000 upon signing of the AHP Merger Agreement and may receive future proceeds comprised of (i) up to an additional $2,250,000 cash (up to $500,000 of which will be allocated to AHP’s participating physicians and reimbursed to HealthLynked by the Buyer in 2024) by July 31, 2023 for meeting participating physician transfer milestones outlined in the AHP Merger Agreement, (ii) net proceeds, after allocation for expenses, from any MSSP Shared Savings related to AHP’s plan year 2022, which, if earned, would be determined and paid by the CMS by October 2023, and (ii) proceeds from sale of shares of the buyer if the buyer completes an initial public offering by August 1, 2024. See Note 4 for additional discussion of the sale transaction. Without raising additional capital, either via additional advances made pursuant to the SEPA or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through March 31, 2024. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4 – DISCONTINUED OPERATIONS During the fourth quarter of 2022, the Board approved a plan to sell the Company’s ACO/MSO Division, 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. On January 17, 2023, the Company entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and the Company agreed to sell AHP. Pursuant to the terms of the AHP Merger Agreement, the Company received or will receive the following consideration: (1) $750,000 in cash paid upon signing of the definitive agreement (received January 18, 2023); (2) up to $2,250,000 incremental cash (up to $500,000 of which will be allocated to AHP’s participating physicians and reimbursed to HealthLynked by the Buyer in 2024) based on agreement to participate in Buyer’s ACO by AHP’s existing physician practices or newly added practices, scaled based on the number of covered patients transferred to PBACO by July 31, 2023; (3) in the event that Buyer completes a planned initial public offering (“IPO”) by August 1, 2024, shares in the public entity at the time of the IPO with a value equal to AHP’s 2021 earnings before interest, taxes depreciation and amortization (“EBITDA”) times the multiple of EBITDA used to value the public entity’s IPO shares, net of any cash consideration previously paid by the Buyer and subject to vesting requirements detailed in the AHP Merger Agreement (the “IPO Share Consideration”); (4) net proceeds, including allocation for expenses, from any MSSP Shared Savings related to AHP’s plan year 2022, which, if earned, would be determined and paid by the CMS by October 2023 (the “MSSP Consideration”). In the event Buyer goes public through means other than an IPO, the parties agreed to modify the terms of the IPO Share Consideration to implement such alternate structure. In the event Buyer does not go public by IPO or other means by August 1, 2024, the Company receives no IPO Share Consideration, and the Transaction consideration is capped at the cash consideration of up to $3,000,000 plus the MSSP Consideration. The Company will allocate up to $500,000 of the incremental $2,250,000 participation-based cash proceeds as an advance to AHP’s participating physicians to incentivize participation in PBACO. Any such participating physician advances will be repaid to the Company out of AHP’s 2023 performance year MSSP Shared Savings, which would be received in 2024. Pursuant to the terms of the Merger Agreement, formal transfer of the equity ownership of AHP from the Company to the Buyer will occur at the earlier of (i) Buyer’s IPO, (ii) Buyer going public by other means, or (iii) if Buyer does not go public, on August 1, 2024. Until that time, the Company has the right, but not the obligation, to reacquire AHP for a price equal to any consideration already paid by the Buyer for AHP, plus all expenses incurred by Buyer in operating AHP after January 16, 2023. The Company has classified the results of the ACO/MSO Division as discontinued operations in the accompanying consolidated statement of operations for all periods presented. Additionally, the assets and liabilities associated with the ACO/MSO Division that are being transferred to the Buyer in the sale transaction are classified as held for sale in the Company’s consolidated balance sheet for all periods presented. Because the Company expects the fair value of proceeds to be received from the sale of AHP to substantially exceed the carrying value of the ACO/MSO Division as of December 31, 2022, the Company did not recognize a loss on classification as held for sale in the year ended December 31, 2022. The financial results of the ACO/MSO Division are presented as income (loss) from discontinued operations, net of income taxes on our consolidated statement of operations. The following table presents financial results of the ACO/MSO Division for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Revenue: Medicare shared savings revenue $ --- $ 2,419,312 Consulting revenue 339,865 281,549 Total revenue 339,865 2,700,861 Operating Expenses and Costs: Medicare shared savings expenses 1,088,127 2,413,205 Income (loss) from operations of discontinued operations before income taxes (748,262 ) 287,656 Provision for income taxes --- --- Income (loss) from discontinued operations, net of income taxes $ (748,262 ) $ 287,656 Net cash (used in) provided by operations of the ACO/MSO Division were ($689,070) and $249,420 in the years ended December 31, 2022 and 2021. There were no cash flows from investing or financing activities of the ACO/MSO Division in the years ended December 31, 2022 or 2021. The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of the ACO/MSO Division classified as held for sale: December 31, 2022 2021 Assets Held for Sale Intangible assets, net $ 1,073,000 $ --- Goodwill 381,856 --- Current assets held for sale 1,454,856 --- Intangible assets, net --- 1,073,000 Goodwill --- 381,856 Long term assets held for sale --- 1,454,856 Total assets held for sale $ 1,454,856 $ 1,454,856 Liabilities Held for Sale Contract liabilities, current $ 25,000 $ 25,000 Total liabilities held for sale $ 25,000 $ 25,000 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition [Abstract] | |
ACQUISITION | NOTE 5 – ACQUISITION On May 13, 2022, the Company acquired AEU, a patient service facility specializing in minimally and non-invasive cosmetic services including fat reduction, body sculpting, wrinkle reduction, hair removal, IV hydration, and feminine rejuvenation. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”). Following the acquisition, AEU was incorporated into the Company’s Health Services segment. Under the terms of acquisition, the Company paid AEU equity holders consideration of (i) $139,923 cash (less $11,198 cash on hand at AEU as of the closing date), (ii) payment in cash of direct financial obligation of AEU on, or in close proximity to, the date of the business combination, in the amount of $185,077, and (iii) 792,394 shares of Company common stock at closing with a fair value of $103,804 determined using the average closing price of the Company’s common shares for the five days preceding the acquisition date. The total consideration fair value represents a transaction value of $417,606. The following table summarizes the fair value of consideration paid: Fair value of shares issued at closing $ 103,804 Cash consideration 139,923 Payment of AEU debt obligations in cash 185,077 Less cash received (11,198 ) Total Fair Value of Consideration Paid $ 417,606 The following table summarizes the estimated fair values of the identifiable assets acquired and liabilities assumed at the acquisition date: Inventory $ 13,272 Fixed assets 152,759 Right of use lease asset 80,264 Accounts payable and accruals (33,037 ) Loans payable (35,346 ) Lease liability (80,264 ) Fair Value of Identifiable Assets Acquired and Liabilities Assumed $ 97,648 Goodwill of $319,958 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. The following table represents the pro forma consolidated income statement as if AEU had been included in the consolidated results of the Company for the years ended December 31, 2022 and 2021. Year Ended December 31, 2022 2021 Revenue $ 6,127,394 $ 6,999,442 Net loss $ (5,930,867 ) $ (10,253,074 ) These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of AEU to reflect the additional depreciation that would have been charged assuming the fair value adjustments to property, plant and equipment had been applied on January 1 of the period presented. |
Prepaid Expenses and Other
Prepaid Expenses and Other | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 were as follows: December 31, 2022 2021 Insurance prepayments $ 17,733 $ 25,020 Other expense prepayments 6,989 50,860 Rent deposits 44,125 49,125 Deferred equity compensation 75,000 151,250 Total prepaid expenses and other 143,847 276,255 Less: long term portion (50,907 ) (138,625 ) Prepaid expenses and other, current portion $ 92,940 $ 137,630 Deferred equity compensation reflects common stock grants made in 2021 and 2022 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 $90,000 and $165,000 in the years ended December 31, 2022 and 2021, respectively. Amortization was $46,771 and $13,750, respectively, in the years ended December 31, 2022 and 2021, 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, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 7 – PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Medical equipment $ 493,854 $ 484,126 Furniture, office equipment and leasehold improvements 316,463 149,868 Total property, plant and equipment 810,317 633,994 Less: accumulated depreciation (397,194 ) (283,512 ) Property, plant and equipment, net $ 413,123 $ 350,482 Depreciation expense during the years ended December 31, 2022 and 2021, respectively was $113,681 and $106,055, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 8 – INTANGIBLE ASSETS AND GOODWILL Identifiable intangible assets as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 NCFM: Medical database $ 1,101,538 $ 1,101,538 NCFM: Website 41,000 41,000 MOD: Website --- 3,538,000 Total intangible assets 1,142,538 4,680,538 Less: accumulated amortization (30,531 ) (873,417 ) Intangible assets, net $ 1,112,007 $ 3,807,121 Goodwill as of December 31, 2022 and 2021 was as follows: December 31, 2022 2021 MOD $ --- $ 766,249 AEU 319,958 --- Goodwill $ 319,958 $ 766,249 Goodwill and intangible assets arose from the acquisitions of NCFM in April 2019, MOD in October 2020, and AEU in May 2022. The MOD website was being amortized on a straight-line basis over its estimated useful life of five years. Prior to December 31, 2022, the NCFM medical database was assumed to have an indefinite life and was not amortized. As of December 31, 2022, the Company determined that developing healthcare technologies have the potential to render certain of the protocols in the NCFM medical database obsolete. Accordingly, the Company determined that the NCFM medical database should be prospectively amortized over an estimated five-year useful life. Goodwill arose as a result of the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisitions of MOD and AEU. Goodwill arose as a result of the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisitions of MOD and AEU. Amortization expense related to intangible assets in the years ended December 31, 2022 and 2021 was $715,800 and $721,641, respectively. Impairment of MOD Website and Goodwill During the fourth quarter of 2022, the Company determined that triggering events had occurred that required impairment assessments of the MOD Website. The triggering events included (i) a material decline in revenue during 2022, and during fourth quarter 2022 in particular, from the reporting unit’s existing customer base, (ii) delays in realization of material increases in revenue from new marketing channels, and (iii) an inability to achieve profitability during 2022 despite a fundamental pricing and profit margin restructuring implemented in fourth quarter of 2022. An impairment loss is recognized if the carrying amount of an intangible asset that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The amount of impairment loss is measured as the excess of the asset’s (or asset group’s) carrying value over its fair value. The Company determined that the asset group, which included the MOD Website and goodwill related to MOD, was not recoverable and, accordingly, recorded an impairment charge in the amount of $2,745,563 to adjust carrying value to its estimated fair value of $-0-. The impairment charge was allocated $1,979,314 to the intangible Website asset and $766,249 to goodwill. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
LEASES | NOTE 9 – LEASES The Company has separate operating leases for office space related to its NWC, NCFM, BTG and AEU practices, two separate leases relating to its corporate headquarters, and a copier lease that expire in July 2023, May 2025, March 2023, March 2026, November 2023, November 2023 and January 2027, respectively. As of December 31, 2022, the Company’s weighted-average remaining lease term relating to its operating leases was 2.0 years, with a weighted-average discount rate of 10.32%. The Company added three new operating leases during the year ended December 31, 2022: (i) a June 2022 extension of the lease for approximately 4,000 square feet for the NCFM office location that expires in May 2025, (ii) a lease acquired in the acquisition of AEU in May 2022 that expires in March 2026, and (iii) a January 2022 copier lease at the headquarters office that expires in January 2027. The table below summarizes the Company’s lease-related assets and liabilities as of December 31, 2022 and 2021: December 31, 2022 2021 Lease assets $ 540,181 $ 526,730 Lease liabilities Lease liabilities (short term) $ 344,464 $ 288,966 Lease liabilities (long term) 198,330 239,225 Total lease liabilities $ 542,794 $ 528,191 Lease expense was $430,719 and $341,453 in the years ended December 31, 2022 and 2021, respectively. Maturities of operating lease liabilities were as follows as of December 31, 2022: 2023 $ 396,833 2024 126,116 2025 74,729 2026 18,148 2027 990 Total lease payments 616,816 Less interest (74,022 ) Present value of lease liabilities $ 542,794 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 were as follows: December 31, 2022 2021 Trade accounts payable $ 863,662 $ 306,220 Accrued payroll liabilities 190,633 172,500 Accrued operating expenses 482,296 250,577 Accrued interest 63,615 46,712 Product return allowance 2,352 14,834 $ 1,602,558 $ 790,843 |
Contract Assets and Liabilities
Contract Assets and Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Contract Liabilities [Abstract] | |
CONTRACT ASSETS AND LIABILITIES | NOTE 11 – CONTRACT ASSETS AND LIABILITIES Amounts related to contract liabilities as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Patient services paid but not provided - NCFM $ 491,020 $ --- Patient services paid but not provided - BTG 78,120 42,530 Unshipped products 5,707 5,308 $ 574,847 $ 47,838 Contract liabilities relate to (i) NCFM Medical Membership and Concierge Service contracts pursuant to which patients prepay for access to services to be provided at the patient’s request over a period of time, (ii) BTG contracts pursuant to which patients prepay for access to a fixed number of visits used at the patients’ discretion, and (iii) MOD sold but unshipped products. Contract assets relate to amounts incurred to obtain a customer contract that would not have incurred if the contract had not been obtained, such as commissions. Contract assets were $269,736 and $-0- as of December 31, 2022 and 2021, respectively. |
Amounts Due to Related Party an
Amounts Due to Related Party and Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Amounts Due to Related Party and 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, 2022 and 2021 were comprised of the following: December 31, 2022 2021 Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Notes payable to Dr. Michael Dent and family (all current), net of discount 205,510 --- Total due to related party 506,110 300,600 Notes Payable to Dr. Michael Dent On November 8, 2022, 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 $150,000 (the “November MCA”). The Company is required to repay the November MCA at the rate of $3,750 per week until the balance of $195,000 is repaid, which is scheduled for November 2023. At inception, the Company recognized a note payable in the amount of $195,000 and a discount against the note payable of $45,000. The discount is being amortized over the life of the November MCA. During the year ended December 31, 2022, the Company made payments in the amount of $22,500 and recognized amortization of debt discount in the amount of $6,164. On December 13, 2022, 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 $110,000 (the “December MCA”). The Company is required to repay the December MCA at the rate of $2,750 per week until the balance of $143,000 is repaid, which is scheduled for December 2023. In connection with the December MCA, the Company issued 3,142,857 three-year warrants to the holder with an exercise price of $0.035. The fair value of the warrants was $63,420. At inception, the Company recognized a note payable in the amount of $143,000 and a discount against the note payable of $68,281 for the allocated fair value of the original issue discounts and warrants. The discount is being amortized over the life of the December MCA. During the year ended December 31, 2022, the Company made payments in the amount of $5,500 and recognized amortization of debt discount in the amount of $2,626. Other Related Transactions Our outside directors each receive compensation equal to $20,000 in shares of restricted stock per annum. As of December 31, 2022 and 2021, we had 402,144 and 399,912 shares, respectively, issuable to our directors under such compensation arrangements. During the years ended December 31, 2022 and 2021, the Company paid Dr. Dent’s spouse $128,269 and $145,192, respectively, in consulting fees pursuant to a consulting agreement. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 13 – NOTES PAYABLE Notes payable as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 SBA Disaster Relief Loans $ 450,000 $ 450,000 Yorkville Note Payable 168,300 --- October 2022 Note Payable 129,705 --- AEU Note Payable 31,393 --- Face value of notes payable 779,398 450,000 Less: unamortized discount (37,748 ) --- Notes payable, total 741,650 450,000 Less: long term portion (450,000 ) (450,000 ) Notes payable, current portion $ 291,650 $ --- Government Notes Payable 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 30 months from the inception date. Installment payments, which are first applied to accrued but unpaid interest and then to principal, are schedule to begin in first quarter of 2023. Interest accrued on SBA loans as of December 31, 2022 and 2021 was $41,625 and $24,723, respectively. Interest expense on the loans was $16,832 and $13,010 in the years ended December 31, 2022 and 2021, respectively. Yorkville Note Payable On July 19, 2022, pursuant to a Note Purchase Agreement between the Company and Yorkville, dated July 5, 2022, the Company issued to Yorkville the Promissory Note with an initial stated principal amount equal to $550,000 at a purchase price equal to the principal amount of the Promissory Note less any original issue discounts and fees. The Promissory Note included a 5% original issue discount, accrues interest at a rate of 0%, and was scheduled to mature on January 19, 2023. The Company received net proceeds of $522,500. Each payment includes a 2% payment premium, totaling $561,000 in total cash repayments. At inception, the Company recorded a discount against the note of $38,500, representing the difference between the total required repayments and the net proceeds received, which is being amortized over the repayment period. On November 15, 2022, the Company and Yorkville entered into an Amended and Restated Note (the “Amended Note”) to, among other things, extend the original note’s maturity date of January 19, 2023 to March 15, 2023. At the time of the Amended Note, the Company had paid three installments to Yorkville, each in the amount of $112,200, for a total of $366,600. The remaining principal amount of the Amended Note, $224,400, is required to be repaid by the Company in four equal monthly installments of $56,100 beginning on December 15, 2022. Because the present value of cash did not change by more than 10% as a result of the Amended Note, the Amended Note was treated as a modification with no gain or loss on extinguishment recorded. Amortization expense related to the discount was $33,752 in the year ended December 31, 2022. During the year ended December 31, 2022, the Company made payments of $392,700 against the Promissory Note, including $279,415 applied from proceeds of sales of common stock under the SEPA. The unpaid principal balance was $168,300 and the unamortized discount balance was $4,748 as of December 31, 2022. The remaining balance was repaid in first quarter 2023. October 2022 Note Payable On October 21, 2022, the Company issued a promissory note payable to an investor in the principal amount of $144,760 (the “October 2022 Note”). The October 2022 Note had an original issue discount of $15,510 and fees of $4,250, resulting in net proceeds to the Company of $125,000. The October 2022 Note does not bear interest in excess of the original issue discount and matures on October 31, 2023. The Company is required to make 10 monthly payments of $16,213 starting November 30, 2022 with maturity on August 31, 2023. At inception, the Company recorded a discount against the note of $37,131, representing the difference between the total required repayments and the net proceeds received, which is being amortized over the repayment period. During the year ended December 31, 2022, amortization expense related to the note discount was $8,119 and the Company made payments of $32,426 against the outstanding balance. As of December 31, 2022, the unpaid principal balance was $129,705 and the unamortized discount balance was $29,012. The October 2022 Note gives the holder a conversion right at a 15% discount to the market price of the Company’s common stock in the event of default. The Company determined that the fair value of the contingent conversion option was immaterial and therefore did allocate any value related to the option to the proceeds received. As of December 31, 2022, the October 2022 Note is not in default and is in compliance with the stated loan covenants. AEU Notes Payable In connection with the May 13, 2022 acquisition of AEU, the Company acquired a bank note payable with a remaining principal balance of $9,689. The bank note was repaid in full during July 2022. Also in connection with the AEU acquisition, the Company acquired a note payable to a third-party lender with a remaining principal balance of $29,057, an original issue discount of $3,400, and a net carrying value of $25,657. Amortization expense related to the note discount was $3,400 in the year ended December 31, 2022. During the year ended December 31, 2022, the Company made payments of $29,057 against the note to retire the note. On November 4, 2022, AEU borrowed a gross amount of $41,009 from the same third-party lender, receiving net proceeds of $35,800 after fees and discounts. At inception of the note, the Company recognized a discount of $5,209. During the year ended December 31, 2022, amortization expense related to the note discount was $1,221 and the Company made payments of $9,615 against the outstanding balance. As of December 31, 2022, the unpaid principal balance was $31,393 and the unamortized discount balance was $3,988. Convertible Notes Payable The Company had no convertible notes payable as of December 31, 2022 or 2021. On January 6, 2021, the holder of four 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 “Extended Notes”) – agreed to extend the maturity date on the Extended 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 Extended 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 Extended 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 Extended 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 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 Extended 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. Following the conversion, the Company had no further convertible notes outstanding. Prior to conversion, the Extended 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 were $-0- and $19,246 during the years ended December 31, 2022 and 2021, respectively. Interest expense on convertible notes outstanding was $-0- and $4,372 during the years ended December 31, 2022 and 2021, respectively. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 14 – SHAREHOLDERS’ EQUITY SEPA Advances On July 5, 2022, the Company entered into the SEPA with Yorkville, pursuant to which the Company shall have the right, but not the obligation, to sell to Yorkville up to 30,000,000 of its shares of common stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on July 5, 2022 and terminating on the earliest of (i) the first day of the month following the 36-month anniversary of the SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA for shares of the Company’s common stock equal to the commitment amount of 30,000,000 shares of common stock. Each SEPA Advance may be for a number of shares of common stock with an aggregate value of up to greater of: (i) an amount equal to thirty percent (30%) of the aggregate daily volume traded of the Company’s common stock for the three (3) trading days immediately preceding notice from the Company of an Advance, or (ii) 2,000,000 shares of common stock. The shares would be purchased at 96.0% of the average of the daily volume weighted average price of the Company’s common stock as reported by Bloomberg L.P. during regular trading hours during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville and would be subject to certain limitations, including that Yorkville could not purchase any shares that would result in it owning more than 4.99% of the Company’s outstanding common stock at the time of an Advance. On July 11, 2022, the Company filed a Form S-1 registration statement registering up to 30,000,000 shares of common stock underlying the SEPA. The registration statement was declared effective on July 19, 2022. As consideration for Yorkville’s irrevocable commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the SEPA, upon execution of the SEPA, the Company paid Yorkville’s structuring and due diligence fees of $10,000 in cash and issued to Yorkville 895,255 shares of common stock with a fair value of $100,000 as a commitment fee. During the year ended December 31, 2022, the Company recognized $110,000 in other expense “Financing Cost” in the accompanying consolidated statement of operations. During the year ended December 31, 2022, the Company made 21 advances under the SEPA, receiving $451,202 in proceeds for the issuance of 5,683,100 shares of common stock, of which $279,415 was applied to the balance of the Promissory Note. Private Placements During the year ended December 31, 2022, the Company sold 8,998,485 shares of common stock to eight separate investors in private placement transactions. The Company received $785,000 in proceeds from the sales. In connection with the stock sales, the Company also issued 6,249,244 five 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 Prior Investment Agreement Draws During the year ended December 31, 2021, the Company issued 3,006,098 common shares pursuant to draws made by the Company under the now-expired July 2016 $3 million investment agreement and received an aggregate of $900,636 in net proceeds from the draws. 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. Shares issued to Consultants During the years ended December 31, 2022 and 2021, the Company issued 664,076 and 2,998,122 common shares, respectively, to consultants for services rendered. In connection with the issuances, the Company recognized expenses totaling $59,005 and $495,246 in the years ended December 31, 2022 and 2021, respectively. Common Stock Issuable As of December 31, 2022 and 2021, the Company was obligated to issue the following shares: December 31, 2022 December 31, 2021 Amount Shares Amount Shares Shares issuable to employees and consultants $ 210,584 2,183,398 $ 164,556 319,454 Shares issuable to independent directors 15,000 402,144 117,791 399,912 $ 225,584 2,585,542 $ 282,347 719,366 Stock Warrants Transactions involving our stock warrants during the years ended December 31, 2022 and 2021 are summarized as follows: 2022 2021 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 59,796,992 $ 0.25 51,352,986 $ 0.17 Granted during the period 9,392,101 $ 0.10 22,421,026 $ 0.39 Exercised during the period --- $ --- (13,637,020 ) $ (0.18 ) Expired during the period (1,079,999 ) $ (0.40 ) (340,000 ) $ (0.23 ) Outstanding at end of the period 68,109,094 $ 0.23 59,796,992 $ 0.25 Exercisable at end of the period 68,109,094 $ 0.23 59,796,992 $ 0.25 Weighted average remaining life 2.5 years 3.2 years The following table summarizes information about the Company’s stock warrants outstanding as of December 31, 2022: 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 2.0 $ 0.07 14,789,573 $ 0.07 $ 0.10 to 0.24 18,833,147 3.0 $ 0.14 18,833,147 $ 0.14 $ 0.25 to 0.49 31,026,450 2.4 $ 0.31 31,026,450 $ 0.31 $ 0.50 to 1.05 3,459,924 3.6 $ 0.69 3,459,924 $ 0.69 $ 0.05 to 1.00 68,109,094 2.5 $ 0.23 68,109,094 $ 0.23 During the years ended December 31, 2022 and 2021, the Company issued 9,392,101 and 22,421,026 warrants, respectively, the aggregate grant date fair value of which was $333,162 and $5,823,476, respectively. The fair value of the warrants was calculated using the following range of assumptions: 2022 2021 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range 2.82% to 4.64% 0.38% to 0.97% Expected life range (in years) 5.00 years 3.00 to 5.00 years Volatility range 69.69% to 97.27% 169.53% to 193.21% Dividend yield 0.00% 0.00% There were no warrants exercised during the year ended December 31, 2022. 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. 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 is governed by the Company’s board, or a committee that may be appointed by the board in the future. The 2016 EIP 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 2016 EIP. 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 EIPs in the years ended December 31, 2022 and 2021 were as follows: 2022 2021 Total cost of share-based payment plans during the period $ 418,617 $ 893,979 Amounts capitalized in deferred equity compensation during period $ (90,000 ) $ (165,000 ) Amounts written off from deferred equity compensation during period $ 119,479 $ --- Amounts charged against income for amounts previously capitalized $ (8,333 ) $ 13,750 Amounts charged against income, before income tax benefit $ 439,763 $ 742,729 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 years ended December 31, 2022 and 2021: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Number Price Term (Yrs.) Value Outstanding at January 1, 2021 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 Granted during the period 2,211,232 $ 0.10 Exercised during the period (12,500 ) $ (0.26 ) Forfeited during the period (432,000 ) $ (0.31 ) Outstanding at December 31, 2022 5,222,982 $ 0.17 7.2 10,200 Exercisable at December 31, 2022 2,962,565 $ 0.20 5.5 $ --- As of December 31, 2022, there was $161,050 of total unrecognized compensation cost related to options granted under the EIPs. That cost is expected to be recognized over a weighted-average period of 2.2 years. The weighted-average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 was $0.06 and $0.25, respectively. The total fair value of options vested during the years ended December 31, 2022 and 2021 was $77,025 and $157,652, respectively. The aggregate intrinsic value of share options exercised during the years ended December 31, 2022 and 2021 was $388 and $98,335, respectively. During the year ended December 31, 2022, the Company issued 1,394 shares upon cashless exercise of 12,500 option shares exercised using a cashless exercise feature. During the year ended December 31, 2021, the Company received $16,450 upon the exercise of 145,500 options with exercise prices between $0.10 and $0.252. Stock based compensation expense related to stock options was $115,145 and $77,793 in the years ended December 31, 2022 and 2021, respectively. 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. The fair value of options granted for the years ended December 31, 2022 and 2021 was calculated using the following range of assumptions: 2022 2021 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range 2.81% to 2.90% 1.47% to 1.68% Expected life range (in years) 10.00 years 10.00 years Volatility range 74.38% to 74.50% 170.44% to 192.25% 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 years ended December 31, 2022 and 2021: 2022 2021 Weighted Weighted Average Average Grant Date Grant Date Stock options Shares Fair Value Shares Fair Value Nonvested options at beginning of period 858,750 $ 0.23 1,044,375 $ 0.21 Granted 2,211,232 $ 0.06 580,000 $ 0.25 Vested (515,315 ) $ (0.15 ) (707,500 ) $ (0.22 ) Forfeited (294,250 ) $ (0.26 ) (58,125 ) $ (0.14 ) Nonvested options at end of period 2,260,417 $ 0.08 858,750 $ 0.23 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 years ended December 31, 2022 and 2021: 2022 2021 Weighted Weighted Average Average Grant Date Grant Date Stock Grants Shares Fair Value Shares Fair Value Nonvested grants at beginning of period 302,050 $ 0.27 200,000 $ 0.17 Granted 3,721,222 $ 0.05 1,496,861 $ 0.21 Vested (2,266,883 ) $ (0.08 ) (1,337,311 ) $ (0.19 ) Forfeited (104,954 ) $ (0.19 ) (57,500 ) $ (0.16 ) Nonvested grants at end of period 1,651,435 $ 0.05 302,050 $ 0.27 As of December 31, 2022, there was $36,270 of total unrecognized compensation cost related to stock grants made under the EIPs. That cost is expected to be recognized over a weighted-average period of 1.6 years. The weighted-average grant-date fair value of share grants made during the years ended December 31, 2022 and 2021 was $0.05 per share and $0.21 per share, respectively. The aggregate fair value of share grants that vested during the years ended December 31, 2022 and 2021 was $174,594 and $135,805, respectively. Stock based compensation expense related to stock grants was $171,399 and $386,054 in the years ended December 31, 2022 and 2021, 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 compensation stock grants from the 2021 EIP 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.” During the years ended December 31, 2022, the Company (i) replaced certain variable share contracts with a new fixed share compensation structure and accordingly de-recognized $25,000 of deferred stock compensation and liability-classified equity instruments, and (ii) de-recognized $106,141 of deferred stock compensation and $135,000 of liability-classified equity instruments as a result of the termination of the employee and related future equity rights to which the equity asset and liability related. During the year ended December 31, 2022, the Company made an additional grant of stock options from the 2021 EIP with a fixed fair value that may be earned based on achievement of performance targets on a quarterly basis through June 2025. The fixed value of $90,000 was recognized as deferred stock compensation and liability-classified equity instruments. The Company also de-recognized $13,338 of deferred stock compensation and liability-classified equity instruments related to this grant based on the 2022 targets not being achieved and issued compensation with a fair value of $2,287 upon achievement of targets. Amortization of deferred stock compensation assets in the years ended December 31, 2022 and 2021 was $21,771 and $13,750, respectively. The liability will be converted to equity if and when shares are earned and issued pursuant to prescribed vesting events. |
Contingent Acquisition Consider
Contingent Acquisition Consideration | 12 Months Ended |
Dec. 31, 2022 | |
Contingent Acquisition Consideration [Abstract] | |
CONTINGENT ACQUISITION CONSIDERATION | NOTE 15 – CONTINGENT ACQUISITION CONSIDERATION Contingent acquisition consideration relates to future earn-out payments potentially payable related to the Company’s acquisitions of Hughes Center for Functional Medicine (“HCFM”) in 2019 and CHM and MOD in 2020. 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.” Contingent acquisition consideration as of December 31, 2022 and 2021 was comprised of the following: December 31, 2022 2021 Fair value of HCFM contingent acquisition consideration $ --- $ 172,124 Fair value of CHM contingent acquisition consideration 185,024 276,529 Fair value of MOD contingent acquisition consideration 13,283 737,037 Total contingent acquisition consideration 198,307 1,185,690 Less: long term portion (98,239 ) (782,224 ) Contingent acquisition consideration, current portion $ 100,068 $ 403,466 During the year ended December 31, 2022 and 2021, the Company recognized gains (losses) on the change in the fair value of contingent acquisition consideration as follows: Year Ended December 31, 2022 2021 HCFM contingent acquisition consideration $ (35,260 ) $ (66,888 ) CHM contingent acquisition consideration 91,505 (86,274 ) MOD contingent acquisition consideration 723,754 (220,494 ) $ 779,999 $ (373,656 ) Maturities of contingent acquisition consideration were as follows as of December 31, 2022: 2023 $ 100,068 2024 98,239 $ 198,307 Hughes Center for Functional Medicine Acquisition – April 2019 On April 12, 2019, the Company acquired a 100% interest in HCFM, a medical practice engaged in improving the health of its patients through individualized and integrative health care. Under the terms of acquisition, the Company paid the seller $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 NCFM in the years ended on the first, second and third anniversary dates of the acquisition closing. The total consideration fair value represented a transaction fair value of $1,764,672. 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. In May 2022, the Company paid the seller $207,384 in satisfaction of the year 3 earn out. The Company has no further earn out obligations related to the NCFM acquisition. MedOffice Direct LLC Acquisition – 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. 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 revenue targets in calendar years 2021, 2022, 2023, and 2024 of $1,500,000, $1,875,000, $2,344,000, and $2,930,000, respectively. The first and second years of earnout measured based on performance in calendar years 2021 and 2022, respectively, were not met. Because the MOD earnout is payable in a fixed number of shares for each earnout year, the fair value of MOD contingent acquisition consideration is dependent in large part on the price of the Company’s stock. Cura Health Management LLC Acquisition – May 2020 On May 18, 2020, the Company acquired a 100% interest in CHM and its wholly owned subsidiary AHP. The acquisition consideration included an earnout of up to $62,500, $125,000, $125,000 and $125,000 cash for years 1, 2, 3, and 4, 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 of the closing (the “Future Earnout”). On January 17, 2023, the Company entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and the Company agreed to sell, AHP. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMMITMENTS AND CONTINGENCIES Supplier Concentration The Company relies on a single supplier for the fulfillment of approximately 95% of its product sales made through MOD. Service contracts The Company carries various service contracts on its office buildings and certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled. Litigation None. Leases Maturities of operating lease liabilities were as follows as of December 31, 2022: 2023 $ 396,833 2024 126,116 2025 74,729 2026 18,148 2027 990 Total lease payments 616,816 Less interest (74,022 ) Present value of lease liabilities $ 542,794 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 plus performance-based pay. On October 13, 2022, the Company entered into an offer letter (the “Agreement”) with George O’Leary in his continuing capacity as Chief Financial Officer of the Company. The Agreement was effective as of July 1, 2022 and provides that Mr. O’Leary’s base salary will be $259,000 per year, with annual review and adjustment at the discretion of the Chief Executive Officer and Compensation Committee of the Board of Directors of the Company, and an annual incentive bonus of 25% of annual salary based on the achievement of the Company of certain financial metrics as approved by the Compensation Committee. In addition, Mr. O’Leary will be eligible for a cash bonus of $50,000 upon the uplisting of the Company and completion of a financing round at the time of uplisting. The Agreement also provides that Mr. O’Leary will receive a grant of 100,000 shares of restricted stock upon execution of the Agreement and additional grants of 100,000 restricted shares on each of July 1, 2023, 2024 and 2025. Mr. O’Leary was also granted 1,200,000 stock options with an exercise price of $0.06, a portion of which are subject to time vesting and a portion of which are subject to vesting upon the achievement of certain of the Company’s corporate objectives and Mr. O’Leary’s individual objectives. If Mr. O’Leary is terminated without cause the Company will provide Mr. O’Leary as severance an amount equal to six (6) months of his base salary. Concurrently, the Company and Mr. O’Leary entered into a Non-Disclosure, Non-Solicitation and Non-Compete Agreement, effective as of September 20, 2022 that contains a non-solicitation and non-compete provision which will be in effect for a two-year period following the termination of Mr. O’Leary’s employment relationship with the Company; provided, however, such period is shortened to six (6) months if Mr. O’Leary is terminated without cause. 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. Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17 – 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, 2022 and 2021 were as follows: Year Ended December 31, 2022 2021 Loss before income taxes Domestic $ (8,815,700 ) $ (10,412,600 ) Foreign --- --- Total loss before income taxes $ (8,815,700 ) $ (10,412,600 ) Income tax provision (benefit) consists of the following for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 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: Year Ended December 31, 2022 2021 Rate Reconciliation Expected tax at statutory rate $ (1,851,300 ) $ (2,186,700 ) Permanent differences 576,600 1,041,000 State income tax, net of federal benefit (214,100 ) (192,100 ) Current year change in valuation allowance 3,747,800 320,900 Prior year true-ups (2,259,000 ) 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: Year Ended December 31, 2022 2021 Deferred Tax Assets (Liabilities) Detail Net operating loss deferred tax asset $ 8,713,000 $ 4,882,000 Gain from change in fair value of derivative financial instruments (176,600 ) (176,600 ) Gain from change in fair value of contingent acquisition consideration (118,300 ) 73,000 Loss from change in fair value of debt 93,600 93,600 Right of use lease asset (132,500 ) (129,200 ) Lease liability 133,100 129,500 Stock compensation 290,000 182,100 Deferred tax assets (liabilities) 8,802,200 5,054,400 Valuation allowance (8,802,200 ) (5,054,400 ) Net deferred tax assets (liabilities) $ --- $ --- As of December 31, 2022 and 2021, the Company had available for income tax purposes approximately $35.5 million and $19.9 million, respectively, in federal and state net operating loss carry forwards, which may be available to offset future taxable income, of which $3.2 million expire in 2035-37 and $32.3 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 after 2014. 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, 2022. 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, 2022 and 2021. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 18 – SEGMENT REPORTING As of December 31, 2022, the Company has three reportable segments: Health Services, Digital Healthcare, and Medical Distribution. The Health Services division is comprised of the operations of (i) NWC, a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice, (ii) 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, (iii) 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, and (iv) AEU, a patient service facility specializing in minimally and non-invasive cosmetic services acquired by the Company in May 2022. The 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 Medical Distribution Division is comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices throughout the United States. On January 17, 2023, the Company entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and the Company agreed to sell, AHP, comprising its ACO/MSO Division. The Company has classified the results of the ACO/MSO Division as discontinued operations in the accompanying consolidated statement of operations for all periods presented. Additionally, the assets and liabilities associated with the ACO/MSO Division are classified as held for sale in the Company’s consolidated balance sheet for all periods presented. See Note 4, “Discontinued Operations,” for additional information. 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, 2022 was as follows: Year Ended December 31, 2022 Health Services Digital Healthcare Medical Distribution Total Revenue Patient service revenue, net $ 5,407,416 $ --- $ --- $ 5,407,416 Subscription and event revenue --- 20,835 --- 20,835 Product and other revenue --- --- 429,951 429,951 Total revenue 5,407,416 20,835 429,951 5,858,202 Operating Expenses Practice salaries and benefits 3,335,695 --- --- 3,335,695 Other practice operating expenses 2,566,191 --- --- 2,566,191 Cost of product revenue --- --- 463,156 463,156 Selling, general and administrative expenses --- 4,411,551 165,939 4,577,490 Depreciation and amortization 116,004 5,877 707,600 829,481 Impairment loss --- --- 2,745,563 2,745,563 Total Operating Expenses 6,017,890 4,417,428 4,082,258 14,517,576 Income (loss) from operations $ (610,474 ) $ (4,396,593 ) $ (3,652,307 ) $ (8,659,374 ) Other Segment Information Interest expense (income) $ 11,264 $ 11,561 $ --- $ 22,825 Financing cost $ 110,000 $ --- $ --- $ 110,000 Amortization of original issue discounts on notes payable $ 50,661 $ 4,621 $ --- $ 55,282 Change in fair value of contingent acquisition consideration $ --- $ (779,999 ) $ --- $ (779,999 ) December 31, 2022 Identifiable assets $ 2,402,187 $ 377,758 $ 25,956 $ 2,805,902 Goodwill $ 319,958 $ --- $ --- $ 319,958 Assets held for sale (CHM/AHP) $ 1,454,856 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Segment information for the year ended December 31, 2021 was as follows: Year Ended December 31, 2021 Health Services Digital Healthcare Medical Distribution Total Revenue Patient service revenue, net $ 5,764,186 $ --- $ --- $ 5,764,186 Subscription, consulting and event revenue --- 14,883 --- 14,883 Product and other revenue --- --- 718,062 718,062 Total revenue 5,764,186 14,883 718,062 6,497,131 Operating Expenses Practice salaries and benefits 3,114,991 --- --- 3,114,991 Other practice operating expenses 2,349,279 --- --- 2,349,279 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 1,568,181 11,828,155 Income (loss) from operations $ 190,227 $ (4,671,132 ) $ (850,119 ) $ (5,331,024 ) Other Segment Information Interest expense (income) $ 7,976 $ 11,268 $ (100 ) $ 19,144 (Gain) loss 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 $ 2,247,498 $ 3,450,332 $ 2,775,621 $ 8,473,451 Goodwill $ --- $ --- $ 766,249 $ 766,249 Assets held for sale (CHM/AHP) $ --- $ --- $ --- $ 1,454,856 The Digital Healthcare made intercompany sales of $830 and $943 in the years ended December 31, 2022 and 2021, 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 $38,713 and $48,697 in the years ended December 31, 2022 and 2021, 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, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 19 – 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, 2022 and 2021: As of December 31, 2022 As of December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liability-classified equity instruments $ --- $ --- $ 75,000 $ 75,000 $ --- $ --- $ 162,500 $ 162,500 Contingent acquisition consideration --- --- 198,307 198,307 --- --- 1,185,690 1,185,690 Total $ --- $ --- $ 273,307 $ 273,307 $ --- $ --- $ 1,348,190 $ 1,348,190 The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the years ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 2021 Convertible notes payable $ --- $ (19,246 ) Contingent acquisition consideration 779,999 (373,656 ) Total $ 779,999 $ (392,902 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS Sale of AHP On January 17, 2023, the Company entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and the Company agreed to sell AHP. Pursuant to the terms of the AHP Merger Agreement, the Company received or will receive the following consideration: (1) $750,000 in cash paid upon signing of the definitive agreement (received January 18, 2023); (2) up to $2,250,000 incremental cash (up to $500,000 of which will be allocated to AHP’s participating physicians and reimbursed to HealthLynked by the Buyer in 2024) based on agreement to participate in Buyer’s ACO by AHP’s existing physician practices or newly added practices, scaled based on the number of covered patients transferred to PBACO by July 31, 2023; (3) in the event that Buyer completes a planned IPO by August 1, 2024, shares in the public entity at the time of the IPO with a value equal to AHP’s 2021 EBITDA times the multiple of EBITDA used to value the public entity’s IPO shares, net of any cash consideration previously paid by the Buyer and subject to vesting requirements detailed in the AHP Merger Agreement; (4) net proceeds, including allocation for expenses, from any MSSP Shared Savings related to AHP’s plan year 2022, which, if earned, would be determined and paid by the CMS by October 2023. In the event Buyer goes public through means other than an IPO, the parties agreed to modify the terms of the IPO Share Consideration to implement such alternate structure. In the event Buyer does not go public by IPO or other means by August 1, 2024, the Company receives no IPO Share Consideration, and the Transaction consideration is capped at the cash consideration of up to $3,000,000 plus the MSSP Consideration. The Company will allocate up to $500,000 of the incremental $2,250,000 participation-based cash proceeds as an advance to AHP’s participating physicians to incentivize participation in PBACO. Any such participating physician advances will be repaid to the Company out of AHP’s 2023 performance year MSSP Shared Savings, which would be received in 2024. Pursuant to the terms of the Merger Agreement, formal transfer of the equity ownership of AHP from the Company to the Buyer will occur at the earlier of (i) Buyer’s IPO, (ii) Buyer going public by other means, or (iii) if Buyer does not go public, on August 1, 2024. Until that time, the Company has the right, but not the obligation, to reacquire AHP for a price equal to any consideration already paid by the Buyer for AHP, plus all expenses incurred by Buyer in operating AHP after January 16, 2023. Notes Payable to Dr. Michael Dent On January 13, 2023, the Company issued an unsecured promissory note to Dr. Michael Dent with a face value of $160,000 (the “January 2023 Dent Note”). The January 2023 Dent Note bears interest at a rate of 15% per annum, matures six months from issuance and may be prepaid by the Company at any time before maturity without penalty. In connection with the January 2023 Dent Note, the Company issued 860,215 three-year warrants to the holder with an exercise price of $0.093. The January 2023 Dent Note, along with a $1,000 issuance fee, was repaid in full during January 2023. On February 14, 2023, the Company issued an unsecured promissory note to Dr. Michael Dent with a face value of $185,000 (the “February 2023 Dent Note”). The February 2023 Dent Note bears interest at a rate of 15% per annum, matures six months from issuance and may be prepaid by the Company at any time before maturity without penalty. In connection with the February 2023 Dent Note, the Company issued 685,185 three-year warrants to the holder with an exercise price of $0.135. Private Placement On March 6, 2023, the Company sold 2,000,000 shares of common stock for cash in a private placement transaction to an accredited investor. The Company received $200,000 in proceeds from the sale. In connection with the stock sale, the Company also issued 1,500,000 five-year warrants to purchase shares of common stock at an exercise price of $0.20 per share. Retirement of $550k Note On March 17, 2023, the Company made the final payment on, and retired, the $550k Note. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Business and Business Presentation [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with GAAP. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) 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 earned for patient services provided to patients at our NWC facility, functional medicine services provided to patients at our NCFM facility, and physical therapy services provided to patients at our BTG facility. 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 related to NCFM Medical Memberships and Concierge contracts, which include bundled products and services that have substantially the same pattern of transfer to the customer, is recognized over the period of delivery, which is the same as the period of the contract (typically, one year). Revenue for performance obligations satisfied over time related to prepaid BTG physical therapy bundles for which performance obligations are satisfied over time as visits are incurred, is recognized based on actual charges incurred in relation to total expected charges. The Company believes that these methods provide a faithful depiction of the transfer of services over the term of the performance obligations based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time, which includes all patient service revenue other than NCFM contracts and BTG bundles, is recognized when goods or services are provided at the time of the patient visit, and at which time the Company is not 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. Estimates of contractual adjustments and discounts require significant judgment and are based on the Company’s current 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. There were no material changes during the years ended December 31, 2022 or 2021 to the judgments applied in determining the amount and timing of patient service revenue. 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: Certain inpatient acute care services are paid at prospectively determined rates per discharge based on clinical, diagnostic and other factors. Certain services are paid based on cost-reimbursement methodologies subject to certain limits. Physician services are paid based upon established fee schedules. Outpatient services are paid using prospectively determined rates. ● Medicaid: Reimbursements for Medicaid services are generally paid at prospectively determined rates per discharge, per occasion of service, or per covered member. ● Other: Payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges, and prospectively determined daily rates. 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, BTG and AEU are provided on a cash basis and not submitted through third party insurance providers. Certain of the Company’s patient services at NCFM are prepaid by the patient in exchange for access to services to be provided at the patient’s request over a period of time. At inception of such contracts, the Company recognizes contract liabilities for the value of services to be provided and, where applicable, contract assets for recoverable amounts incurred to obtain a customer contract that would not have incurred if the contract had not been obtained. Because the Company’s inputs are expended evenly throughout the performance period, the Company recognizes revenue and cost related to such contract liabilities and assets on a straight-line basis over the contractual performance period. Certain of the Company’s patient services at BTG are prepaid by the patient in exchange for access to a fixed number of visits. At inception of such contracts, the Company recognizes contract liabilities for the value of services to be provided. The Company recognizes revenue as performance obligations are satisfied, which occurs as visits are used. Product and Other 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 are recognized when payment is received but for which the Company has not met its product fulfillment performance obligation. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of six 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, 2022 and 2021, the Company had $-0- and $2,957,040 in excess of the FDIC insured limit, respectively. |
Accounts Receivable | Accounts Receivable Trade receivables related to NWC services billed to third party payors are carried at the estimated collectible amount. 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 48-52% of total billings. Trade accounts receivable are recorded at this net amount. As of December 31, 2022 and 2021, the Company’s gross patient services accounts receivable were $98,180 and $193,363, respectively, and net patient services accounts receivable were $49,777 and $86,287, respectively, based upon net reporting of accounts receivable. The Company also had consulting accounts receivable of $22,506 and $-0- as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company’s allowance for doubtful accounts was $-0- and $13,972, respectively. |
Other Comprehensive Income | Other Comprehensive Income The Company does not have any activity that results in Other Comprehensive Income. |
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. See Note 8 for more complete details on balances as of the reporting periods presented herein. |
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. The Company evaluates the remaining useful life of intangible asset that are not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. 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. See Note 8, “Intangible Assets and Goodwill,” for further discussion of impairment charges in the year ended December 31, 2022. |
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 substantially 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. |
Government Notes Payable | Government Notes Payable 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. |
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 – Fair value based on quoted prices in active markets for identical assets or liabilities; ● Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data; ● Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. 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. The Company utilizes a binomial lattice option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. The Company believes that the binomial lattice model results in the best 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 fairly value these instruments and, unlike less sophisticated models like the Black-Scholes model, it 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, 2022 and 2021, 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, accounts payable, and accrued liabilities 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, 2022 and 2021, 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, 2022 and 2021, potentially dilutive securities were comprised of (i) 68,109,094 and 59,796,992 warrants outstanding, respectively, (ii) 5,222,982 and 3,999,250 stock options outstanding, respectively, (iii) 1,651,435 and 302,050 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan, (iv) up to 2,585,542 and 719,366 common shares issuable that are earned but not paid under consulting and director compensation arrangements, 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 operations 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 |
Business Segments | Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has three operating segments: Health Services (multi-specialty medical group including the NWC GYN practice, the NCFM functional medicine practice, the BTG physical therapy practice, and the AEU cosmetic services practice), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system), and Medical Distribution (comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling to both consumers and medical practices). The Company’s ACO/MSO segment (comprised of the ACO/MSO business, which assists physician practices in providing coordinated and more efficient care to patients via the MSSP) was sold in January 2023. As such, and as described in further detail in Note 4, this unit’s assets and liabilities are classified as held for sale as of December 31, 2022 and 2021, and the unit’s results of operations are classified as “Income (loss) from operations of discontinued operations” for the years ended December 31, 2022 and 2021. |
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 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 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 periods 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. The Company adopted this standard for the year ended December 31, 2022. The adoption did not have a material effect on the Company’s consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments On January 1, 2021, we adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In September 2022, the FASB issued ASU No. 2022-04 , Liabilities – Supplier Finance Programs (Subtopic 405-50) In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 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. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of financial results of the ACO/MSO division | Year Ended December 31, 2022 2021 Revenue: Medicare shared savings revenue $ --- $ 2,419,312 Consulting revenue 339,865 281,549 Total revenue 339,865 2,700,861 Operating Expenses and Costs: Medicare shared savings expenses 1,088,127 2,413,205 Income (loss) from operations of discontinued operations before income taxes (748,262 ) 287,656 Provision for income taxes --- --- Income (loss) from discontinued operations, net of income taxes $ (748,262 ) $ 287,656 |
Schedule of classes of assets and liabilities of discontinued operations | December 31, 2022 2021 Assets Held for Sale Intangible assets, net $ 1,073,000 $ --- Goodwill 381,856 --- Current assets held for sale 1,454,856 --- Intangible assets, net --- 1,073,000 Goodwill --- 381,856 Long term assets held for sale --- 1,454,856 Total assets held for sale $ 1,454,856 $ 1,454,856 Liabilities Held for Sale Contract liabilities, current $ 25,000 $ 25,000 Total liabilities held for sale $ 25,000 $ 25,000 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition [Abstract] | |
Schedule of summarizes the fair value | Fair value of shares issued at closing $ 103,804 Cash consideration 139,923 Payment of AEU debt obligations in cash 185,077 Less cash received (11,198 ) Total Fair Value of Consideration Paid $ 417,606 |
Schedule of assets acquired and liabilities | Inventory $ 13,272 Fixed assets 152,759 Right of use lease asset 80,264 Accounts payable and accruals (33,037 ) Loans payable (35,346 ) Lease liability (80,264 ) Fair Value of Identifiable Assets Acquired and Liabilities Assumed $ 97,648 |
Schedule of income statement | Year Ended December 31, 2022 2021 Revenue $ 6,127,394 $ 6,999,442 Net loss $ (5,930,867 ) $ (10,253,074 ) |
Prepaid Expenses and Other (Tab
Prepaid Expenses and Other (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets Table [Abstract] | |
Schedule of prepaid and other expenses | December 31, 2022 2021 Insurance prepayments $ 17,733 $ 25,020 Other expense prepayments 6,989 50,860 Rent deposits 44,125 49,125 Deferred equity compensation 75,000 151,250 Total prepaid expenses and other 143,847 276,255 Less: long term portion (50,907 ) (138,625 ) Prepaid expenses and other, current portion $ 92,940 $ 137,630 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, 2022 2021 Medical equipment $ 493,854 $ 484,126 Furniture, office equipment and leasehold improvements 316,463 149,868 Total property, plant and equipment 810,317 633,994 Less: accumulated depreciation (397,194 ) (283,512 ) Property, plant and equipment, net $ 413,123 $ 350,482 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, 2022 2021 NCFM: Medical database $ 1,101,538 $ 1,101,538 NCFM: Website 41,000 41,000 MOD: Website --- 3,538,000 Total intangible assets 1,142,538 4,680,538 Less: accumulated amortization (30,531 ) (873,417 ) Intangible assets, net $ 1,112,007 $ 3,807,121 |
Schedule of goodwill | December 31, 2022 2021 MOD $ --- $ 766,249 AEU 319,958 --- Goodwill $ 319,958 $ 766,249 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases (Tables) [Line Items] | |
Schedule of lease-related assets and liabilities | December 31, 2022 2021 Lease assets $ 540,181 $ 526,730 Lease liabilities Lease liabilities (short term) $ 344,464 $ 288,966 Lease liabilities (long term) 198,330 239,225 Total lease liabilities $ 542,794 $ 528,191 |
Schedule of maturities of operating lease liabilities | 2023 $ 396,833 2024 126,116 2025 74,729 2026 18,148 2027 990 Total lease payments 616,816 Less interest (74,022 ) Present value of lease liabilities $ 542,794 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | December 31, 2022 2021 Trade accounts payable $ 863,662 $ 306,220 Accrued payroll liabilities 190,633 172,500 Accrued operating expenses 482,296 250,577 Accrued interest 63,615 46,712 Product return allowance 2,352 14,834 $ 1,602,558 $ 790,843 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contract Liabilities Table [Abstract] | |
Schedule of amounts related to contract liabilities | December 31, 2022 2021 Patient services paid but not provided - NCFM $ 491,020 $ --- Patient services paid but not provided - BTG 78,120 42,530 Unshipped products 5,707 5,308 $ 574,847 $ 47,838 |
Amounts Due to Related Party _2
Amounts Due to Related Party and Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Amounts Due to Related Party and Related Party Transactions [Abstract] | |
Schedule of amounts due to related parties | December 31, 2022 2021 Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Notes payable to Dr. Michael Dent and family (all current), net of discount 205,510 --- Total due to related party 506,110 300,600 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | December 31, 2022 2021 SBA Disaster Relief Loans $ 450,000 $ 450,000 Yorkville Note Payable 168,300 --- October 2022 Note Payable 129,705 --- AEU Note Payable 31,393 --- Face value of notes payable 779,398 450,000 Less: unamortized discount (37,748 ) --- Notes payable, total 741,650 450,000 Less: long term portion (450,000 ) (450,000 ) Notes payable, current portion $ 291,650 $ --- |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity (Tables) [Line Items] | |
Schedule of common stock issuable | December 31, 2022 December 31, 2021 Amount Shares Amount Shares Shares issuable to employees and consultants $ 210,584 2,183,398 $ 164,556 319,454 Shares issuable to independent directors 15,000 402,144 117,791 399,912 $ 225,584 2,585,542 $ 282,347 719,366 |
Schedule of stock warrants | 2022 2021 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 59,796,992 $ 0.25 51,352,986 $ 0.17 Granted during the period 9,392,101 $ 0.10 22,421,026 $ 0.39 Exercised during the period --- $ --- (13,637,020 ) $ (0.18 ) Expired during the period (1,079,999 ) $ (0.40 ) (340,000 ) $ (0.23 ) Outstanding at end of the period 68,109,094 $ 0.23 59,796,992 $ 0.25 Exercisable at end of the period 68,109,094 $ 0.23 59,796,992 $ 0.25 Weighted average remaining life 2.5 years 3.2 years |
Schedule of aggregate grant date fair value | 2022 2021 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range 2.82% to 4.64% 0.38% to 0.97% Expected life range (in years) 5.00 years 3.00 to 5.00 years Volatility range 69.69% to 97.27% 169.53% to 193.21% Dividend yield 0.00% 0.00% |
Schedule of financial statements with respect to the EIPs | 2022 2021 Total cost of share-based payment plans during the period $ 418,617 $ 893,979 Amounts capitalized in deferred equity compensation during period $ (90,000 ) $ (165,000 ) Amounts written off from deferred equity compensation during period $ 119,479 $ --- Amounts charged against income for amounts previously capitalized $ (8,333 ) $ 13,750 Amounts charged against income, before income tax benefit $ 439,763 $ 742,729 Amount of related income tax benefit recognized in income $ --- $ --- |
Schedule of stock option award is estimated on the date of grant | 2022 2021 Pricing model utilized Binomial Lattice Binomial Lattice Risk free rate range 2.81% to 2.90% 1.47% to 1.68% Expected life range (in years) 10.00 years 10.00 years Volatility range 74.38% to 74.50% 170.44% to 192.25% Dividend yield 0.00% 0.00% |
Employee Equity Incentive Plan [Member] | |
Shareholders' Equity (Tables) [Line Items] | |
Schedule of stock option activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Number Price Term (Yrs.) Value Outstanding at January 1, 2021 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 Granted during the period 2,211,232 $ 0.10 Exercised during the period (12,500 ) $ (0.26 ) Forfeited during the period (432,000 ) $ (0.31 ) Outstanding at December 31, 2022 5,222,982 $ 0.17 7.2 10,200 Exercisable at December 31, 2022 2,962,565 $ 0.20 5.5 $ --- |
Schedule of stock grant activity | 2022 2021 Weighted Weighted Average Average Grant Date Grant Date Stock Grants Shares Fair Value Shares Fair Value Nonvested grants at beginning of period 302,050 $ 0.27 200,000 $ 0.17 Granted 3,721,222 $ 0.05 1,496,861 $ 0.21 Vested (2,266,883 ) $ (0.08 ) (1,337,311 ) $ (0.19 ) Forfeited (104,954 ) $ (0.19 ) (57,500 ) $ (0.16 ) Nonvested grants at end of period 1,651,435 $ 0.05 302,050 $ 0.27 |
Employee Stock [Member] | |
Shareholders' Equity (Tables) [Line Items] | |
Schedule of non-vested options issued | 2022 2021 Weighted Weighted Average Average Grant Date Grant Date Stock options Shares Fair Value Shares Fair Value Nonvested options at beginning of period 858,750 $ 0.23 1,044,375 $ 0.21 Granted 2,211,232 $ 0.06 580,000 $ 0.25 Vested (515,315 ) $ (0.15 ) (707,500 ) $ (0.22 ) Forfeited (294,250 ) $ (0.26 ) (58,125 ) $ (0.14 ) Nonvested options at end of period 2,260,417 $ 0.08 858,750 $ 0.23 |
Warrant [Member] | |
Shareholders' Equity (Tables) [Line Items] | |
Schedule of stock option activity | 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 2.0 $ 0.07 14,789,573 $ 0.07 $ 0.10 to 0.24 18,833,147 3.0 $ 0.14 18,833,147 $ 0.14 $ 0.25 to 0.49 31,026,450 2.4 $ 0.31 31,026,450 $ 0.31 $ 0.50 to 1.05 3,459,924 3.6 $ 0.69 3,459,924 $ 0.69 $ 0.05 to 1.00 68,109,094 2.5 $ 0.23 68,109,094 $ 0.23 |
Contingent Acquisition Consid_2
Contingent Acquisition Consideration (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contingent Acquisition Consideration Table [Abstract] | |
Schedule of fair value of contingent acquisition | December 31, 2022 2021 Fair value of HCFM contingent acquisition consideration $ --- $ 172,124 Fair value of CHM contingent acquisition consideration 185,024 276,529 Fair value of MOD contingent acquisition consideration 13,283 737,037 Total contingent acquisition consideration 198,307 1,185,690 Less: long term portion (98,239 ) (782,224 ) Contingent acquisition consideration, current portion $ 100,068 $ 403,466 |
Schedule of gains (losses) on the change in the fair value of contingent acquisition consideration | Year Ended December 31, 2022 2021 HCFM contingent acquisition consideration $ (35,260 ) $ (66,888 ) CHM contingent acquisition consideration 91,505 (86,274 ) MOD contingent acquisition consideration 723,754 (220,494 ) $ 779,999 $ (373,656 ) |
Schedule of maturities of contingent acquisition consideration | 2023 $ 100,068 2024 98,239 $ 198,307 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of maturities operating lease liabilities | 2023 $ 396,833 2024 126,116 2025 74,729 2026 18,148 2027 990 Total lease payments 616,816 Less interest (74,022 ) Present value of lease liabilities $ 542,794 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of earnings before income taxes | Year Ended December 31, 2022 2021 Loss before income taxes Domestic $ (8,815,700 ) $ (10,412,600 ) Foreign --- --- Total loss before income taxes $ (8,815,700 ) $ (10,412,600 ) |
Schedule of income tax provision (benefit) | Year Ended December 31, 2022 2021 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 | Year Ended December 31, 2022 2021 Rate Reconciliation Expected tax at statutory rate $ (1,851,300 ) $ (2,186,700 ) Permanent differences 576,600 1,041,000 State income tax, net of federal benefit (214,100 ) (192,100 ) Current year change in valuation allowance 3,747,800 320,900 Prior year true-ups (2,259,000 ) 1,016,900 Income tax provision (benefit) $ --- $ --- |
Schedule of deferred tax assets (liabilities) | Year Ended December 31, 2022 2021 Deferred Tax Assets (Liabilities) Detail Net operating loss deferred tax asset $ 8,713,000 $ 4,882,000 Gain from change in fair value of derivative financial instruments (176,600 ) (176,600 ) Gain from change in fair value of contingent acquisition consideration (118,300 ) 73,000 Loss from change in fair value of debt 93,600 93,600 Right of use lease asset (132,500 ) (129,200 ) Lease liability 133,100 129,500 Stock compensation 290,000 182,100 Deferred tax assets (liabilities) 8,802,200 5,054,400 Valuation allowance (8,802,200 ) (5,054,400 ) Net deferred tax assets (liabilities) $ --- $ --- |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Year Ended December 31, 2022 Health Services Digital Healthcare Medical Distribution Total Revenue Patient service revenue, net $ 5,407,416 $ --- $ --- $ 5,407,416 Subscription and event revenue --- 20,835 --- 20,835 Product and other revenue --- --- 429,951 429,951 Total revenue 5,407,416 20,835 429,951 5,858,202 Operating Expenses Practice salaries and benefits 3,335,695 --- --- 3,335,695 Other practice operating expenses 2,566,191 --- --- 2,566,191 Cost of product revenue --- --- 463,156 463,156 Selling, general and administrative expenses --- 4,411,551 165,939 4,577,490 Depreciation and amortization 116,004 5,877 707,600 829,481 Impairment loss --- --- 2,745,563 2,745,563 Total Operating Expenses 6,017,890 4,417,428 4,082,258 14,517,576 Income (loss) from operations $ (610,474 ) $ (4,396,593 ) $ (3,652,307 ) $ (8,659,374 ) Other Segment Information Interest expense (income) $ 11,264 $ 11,561 $ --- $ 22,825 Financing cost $ 110,000 $ --- $ --- $ 110,000 Amortization of original issue discounts on notes payable $ 50,661 $ 4,621 $ --- $ 55,282 Change in fair value of contingent acquisition consideration $ --- $ (779,999 ) $ --- $ (779,999 ) December 31, 2022 Identifiable assets $ 2,402,187 $ 377,758 $ 25,956 $ 2,805,902 Goodwill $ 319,958 $ --- $ --- $ 319,958 Assets held for sale (CHM/AHP) $ 1,454,856 Year Ended December 31, 2021 Health Services Digital Healthcare Medical Distribution Total Revenue Patient service revenue, net $ 5,764,186 $ --- $ --- $ 5,764,186 Subscription, consulting and event revenue --- 14,883 --- 14,883 Product and other revenue --- --- 718,062 718,062 Total revenue 5,764,186 14,883 718,062 6,497,131 Operating Expenses Practice salaries and benefits 3,114,991 --- --- 3,114,991 Other practice operating expenses 2,349,279 --- --- 2,349,279 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 1,568,181 11,828,155 Income (loss) from operations $ 190,227 $ (4,671,132 ) $ (850,119 ) $ (5,331,024 ) Other Segment Information Interest expense (income) $ 7,976 $ 11,268 $ (100 ) $ 19,144 (Gain) loss 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 $ 2,247,498 $ 3,450,332 $ 2,775,621 $ 8,473,451 Goodwill $ --- $ --- $ 766,249 $ 766,249 Assets held for sale (CHM/AHP) $ --- $ --- $ --- $ 1,454,856 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements | As of December 31, 2022 As of December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liability-classified equity instruments $ --- $ --- $ 75,000 $ 75,000 $ --- $ --- $ 162,500 $ 162,500 Contingent acquisition consideration --- --- 198,307 198,307 --- --- 1,185,690 1,185,690 Total $ --- $ --- $ 273,307 $ 273,307 $ --- $ --- $ 1,348,190 $ 1,348,190 |
Schedule of level 3 financial instruments measured at fair value on recurring basis | Year Ended December 31, 2022 2021 Convertible notes payable $ --- $ (19,246 ) Contingent acquisition consideration 779,999 (373,656 ) Total $ 779,999 $ (392,902 ) |
Business and Business Present_2
Business and Business Presentation (Details) - shares | Feb. 05, 2018 | Sep. 02, 2014 |
Business and Business Presentation [Abstract] | ||
Number of authorized shares | 250,000,000 | |
Shares of common stock | 230,000,000 | |
Shares of preferred stock | 20,000,000 | |
Increase authorized shares of common stock | 500,000,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | ||
FDIC insurance amount | $ 250,000 | |
FDIC insurance amount | 0 | $ 2,957,040 |
Accounts receivable net | 98,180 | 193,363 |
Net patient services accounts receivable | 49,777 | 86,287 |
Accounts receivable | 22,506 | 0 |
Allowance of doubtful accounts | $ 0 | $ 13,972 |
Concentration risk percentage | 10% | |
Warrant [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Anti-dilutive securities (in Shares) | 68,109,094 | 59,796,992 |
Unissued [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Anti-dilutive securities (in Shares) | 1,651,435 | 302,050 |
Common Stock Issuable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Anti-dilutive securities (in Shares) | 2,585,542 | 719,366 |
Minimum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of customers accounts receivable billings | 48% | |
Estimated useful lives | 5 years | |
Maximum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of customers accounts receivable billings | 52% | |
Estimated useful lives | 7 years | |
Series B Preferred Stock [Member] | Common Stock Issuable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Anti-dilutive securities (in Shares) | 13,750,000 | 13,750,000 |
Stock Options [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Anti-dilutive securities (in Shares) | 5,222,982 | 3,999,250 |
Liquidity and Going Concern A_2
Liquidity and Going Concern Analysis (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 05, 2022 | Jul. 19, 2022 | Dec. 31, 2022 | Mar. 06, 2023 | Dec. 31, 2021 | |
Liquidity and Going Concern Analysis (Details) [Line Items] | |||||
Cash | $ 561,000 | $ 61,891 | |||
Working capital deficit | 1,330,157 | ||||
Accumulated deficit | (41,020,933) | $ (32,205,189) | |||
Net loss | 8,815,744 | ||||
Net cash used in operating activities | 4,363,020 | ||||
Financing activities | (1,678,015) | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Shares issued (in Shares) | 1,500,000 | ||||
Proceeds sale amount | 279,415 | ||||
Initial principal amount | 561,000 | ||||
Payment of promissory note | 392,700 | ||||
Unpaid principal | 168,300 | ||||
Agreement amount | 750,000 | ||||
Common Stock [Member] | |||||
Liquidity and Going Concern Analysis (Details) [Line Items] | |||||
Shares of common stock (in Shares) | 30,000,000 | ||||
Proceeds sale amount | 279,415 | ||||
Minimum [Member] | |||||
Liquidity and Going Concern Analysis (Details) [Line Items] | |||||
Proceeds amount | 38,500 | ||||
Additional cash | 2,250,000 | ||||
Maximum [Member] | |||||
Liquidity and Going Concern Analysis (Details) [Line Items] | |||||
Proceeds amount | $ 522,500 | ||||
Additional cash | 500,000 | ||||
Sepa [Member] | |||||
Liquidity and Going Concern Analysis (Details) [Line Items] | |||||
Proceeds amount | $ 451,202 | ||||
Shares issued (in Shares) | 5,683,100 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | ||
Jan. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations (Details) [Line Items] | |||
Cash consideration | $ 3,000,000 | ||
Incremental amount | $ 500,000 | ||
Cash proceeds | $ 2,250,000 | ||
Division amount | $ (689,070) | $ 249,420 | |
Forecast [Member] | |||
Discontinued Operations (Details) [Line Items] | |||
Description of merger agreement | the Company entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and the Company agreed to sell AHP. Pursuant to the terms of the AHP Merger Agreement, the Company received or will receive the following consideration: (1) $750,000 in cash paid upon signing of the definitive agreement (received January 18, 2023); (2) up to $2,250,000 incremental cash (up to $500,000 of which will be allocated to AHP’s participating physicians and reimbursed to HealthLynked by the Buyer in 2024) based on agreement to participate in Buyer’s ACO by AHP’s existing physician practices or newly added practices, scaled based on the number of covered patients transferred to PBACO by July 31, 2023; (3) in the event that Buyer completes a planned initial public offering (“IPO”) by August 1, 2024, shares in the public entity at the time of the IPO with a value equal to AHP’s 2021 earnings before interest, taxes depreciation and amortization (“EBITDA”) times the multiple of EBITDA used to value the public entity’s IPO shares, net of any cash consideration previously paid by the Buyer and subject to vesting requirements detailed in the AHP Merger Agreement (the “IPO Share Consideration”); (4) net proceeds, including allocation for expenses, from any MSSP Shared Savings related to AHP’s plan year 2022, which, if earned, would be determined and paid by the CMS by October 2023 (the “MSSP Consideration”). |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of financial results of the ACO/MSO division - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Total revenue | $ 339,865 | $ 2,700,861 |
Operating Expenses and Costs: | ||
Medicare shared savings expenses | 1,088,127 | 2,413,205 |
Income (loss) from operations of discontinued operations before income taxes | (748,262) | 287,656 |
Provision for income taxes | ||
Income (loss) from discontinued operations, net of income taxes | (748,262) | 287,656 |
Medicare shared savings revenue [Member] | ||
Revenue: | ||
Total revenue | 2,419,312 | |
Consulting revenue [Member] | ||
Revenue: | ||
Total revenue | $ 339,865 | $ 281,549 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of classes of assets and liabilities of discontinued operations - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets Held for Sale | ||
Intangible assets, net | $ 1,073,000 | |
Goodwill | 381,856 | |
Current assets held for sale | 1,454,856 | |
Intangible assets, net | 1,073,000 | |
Goodwill | 381,856 | |
Long term assets held for sale | 1,454,856 | |
Total assets held for sale | 1,454,856 | 1,454,856 |
Liabilities Held for Sale | ||
Contract liabilities, current | 25,000 | 25,000 |
Total liabilities held for sale | $ 25,000 | $ 25,000 |
Acquisition (Details)
Acquisition (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Acquisition [Abstract] | |
Terms of acquisition, description | Under the terms of acquisition, the Company paid AEU equity holders consideration of (i) $139,923 cash (less $11,198 cash on hand at AEU as of the closing date), (ii) payment in cash of direct financial obligation of AEU on, or in close proximity to, the date of the business combination, in the amount of $185,077, and (iii) 792,394 shares of Company common stock at closing with a fair value of $103,804 determined using the average closing price of the Company’s common shares for the five days preceding the acquisition date. The total consideration fair value represents a transaction value of $417,606. |
Goodwill | $ 319,958 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of summarizes the fair value | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Summarizes The Fair Value [Abstract] | |
Fair value of shares issued at closing | $ 103,804 |
Cash consideration | 139,923 |
Payment of AEU debt obligations in cash | 185,077 |
Less cash received | (11,198) |
Total Fair Value of Consideration Paid | $ 417,606 |
Acquisition (Details) - Sched_2
Acquisition (Details) - Schedule of assets acquired and liabilities | Dec. 31, 2022 USD ($) |
Schedule of Assets Acquired And Liabilities [Abstract] | |
Inventory | $ 13,272 |
Fixed assets | 152,759 |
Right of use lease asset | 80,264 |
Accounts payable and accruals | (33,037) |
Loans payable | (35,346) |
Lease liability | (80,264) |
Fair Value of Identifiable Assets Acquired and Liabilities Assumed | $ 97,648 |
Acquisition (Details) - Sched_3
Acquisition (Details) - Schedule of income statement - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Statement [Abstract] | ||
Revenue | $ 6,127,394 | $ 6,999,442 |
Net loss | $ (5,930,867) | $ (10,253,074) |
Prepaid Expenses and Other (Det
Prepaid Expenses and Other (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Equity compensation | $ 90,000 | $ 165,000 |
Amortization | $ 46,771 | $ 13,750 |
Prepaid Expenses and Other (D_2
Prepaid Expenses and Other (Details) - Schedule of prepaid and other expenses - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Prepaid and Other Expenses [Abstract] | ||
Insurance prepayments | $ 17,733 | $ 25,020 |
Other expense prepayments | 6,989 | 50,860 |
Rent deposits | 44,125 | 49,125 |
Deferred equity compensation | 75,000 | 151,250 |
Total prepaid expenses and other | 143,847 | 276,255 |
Less: long term portion | (50,907) | (138,625) |
Prepaid expenses and other, current portion | $ 92,940 | $ 137,630 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 113,681 | $ 106,055 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 810,317 | $ 633,994 |
Less: accumulated depreciation | (397,194) | (283,512) |
Property, plant and equipment, net | 413,123 | 350,482 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 493,854 | 484,126 |
Furniture, office equipment and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 316,463 | $ 149,868 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets and Goodwill (Details) [Line Items] | ||
Amortization expense | $ 715,800 | $ 721,641 |
Recorded an impairment charge | 2,745,563 | |
Impairment charge amount | 1,979,314 | |
Intangible asset goodwill | $ 766,249 | |
MOD [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Estimated useful life | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 1,142,538 | $ 4,680,538 |
Less: accumulated amortization | (30,531) | (873,417) |
Intangible assets, net | 1,112,007 | 3,807,121 |
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 |
MOD: Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 3,538,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of goodwill - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Goodwill | $ 319,958 | $ 766,249 |
MOD [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 766,249 | |
AEU [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 319,958 |
Leases (Details)
Leases (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) m² | Dec. 31, 2021 USD ($) | |
Leases [Abstract] | ||
Operating leases, description | The Company has separate operating leases for office space related to its NWC, NCFM, BTG and AEU practices, two separate leases relating to its corporate headquarters, and a copier lease that expire in July 2023, May 2025, March 2023, March 2026, November 2023, November 2023 and January 2027, respectively. | |
Finance leases, description | As of December 31, 2022, the Company’s weighted-average remaining lease term relating to its operating leases was 2.0 years, with a weighted-average discount rate of 10.32%. | |
Operating leases | three | |
Square feet for | m² | 4,000 | |
Lease expense | $ | $ 430,719 | $ 341,453 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease-related assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Lease Related Assets And Liabilities [Abstract] | ||
Lease assets | $ 540,181 | $ 526,730 |
Lease liabilities | ||
Lease liabilities (short term) | 344,464 | 288,966 |
Lease liabilities (long term) | 198,330 | 239,225 |
Total lease liabilities | $ 542,794 | $ 528,191 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of maturities of operating lease liabilities - Operating Leases [Member] | Dec. 31, 2022 USD ($) |
Leases (Details) - Schedule of maturities of operating lease liabilities [Line Items] | |
2023 | $ 396,833 |
2024 | 126,116 |
2025 | 74,729 |
2026 | 18,148 |
2027 | 990 |
Total lease payments | 616,816 |
Less interest | (74,022) |
Present value of lease liabilities | $ 542,794 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accounts Payable and Accrued Expenses [Abstract] | ||
Trade accounts payable | $ 863,662 | $ 306,220 |
Accrued payroll liabilities | 190,633 | 172,500 |
Accrued operating expenses | 482,296 | 250,577 |
Accrued interest | 63,615 | 46,712 |
Product return allowance | 2,352 | 14,834 |
Total | $ 1,602,558 | $ 790,843 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract Assets And Liabilities Abstract | ||
Contract assets | $ 269,736 | $ 0 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities (Details) - Schedule of amounts related to contract liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Contract Assets and Liabilities (Details) - Schedule of amounts related to contract liabilities [Line Items] | ||
Contract liabilities | $ 574,847 | $ 47,838 |
Patient services paid but not provided - NCFM [Member] | ||
Contract Assets and Liabilities (Details) - Schedule of amounts related to contract liabilities [Line Items] | ||
Contract liabilities | 491,020 | |
Patient services paid but not provided - BTG [Member] | ||
Contract Assets and Liabilities (Details) - Schedule of amounts related to contract liabilities [Line Items] | ||
Contract liabilities | 78,120 | 42,530 |
Unshipped products [Member] | ||
Contract Assets and Liabilities (Details) - Schedule of amounts related to contract liabilities [Line Items] | ||
Contract liabilities | $ 5,707 | $ 5,308 |
Amounts Due to Related Party _3
Amounts Due to Related Party and Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||
Dec. 15, 2022 | Dec. 13, 2022 | Nov. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amounts Due to Related Party and Related Party Transactions (Details) [Line Items] | |||||
Installments amount | $ 56,100 | $ 112,200 | |||
Amortization of debt discount | 55,282 | ||||
Compensation | 20,000 | ||||
Compensation arrangements | 402,144 | 399,912 | |||
Dr. Dent’s Spouse [Member] | |||||
Amounts Due to Related Party and Related Party Transactions (Details) [Line Items] | |||||
Notes payable, description | pursuant to which the Company received an advance of $110,000 (the “December MCA”). The Company is required to repay the December MCA at the rate of $2,750 per week until the balance of $143,000 is repaid, which is scheduled for December 2023. In connection with the December MCA, the Company issued 3,142,857 three-year warrants to the holder with an exercise price of $0.035. The fair value of the warrants was $63,420. At inception, the Company recognized a note payable in the amount of $143,000 and a discount against the note payable of $68,281 for the allocated fair value of the original issue discounts and warrants. | pursuant to which the Company received an advance of $150,000 (the “November MCA”). The Company is required to repay the November MCA at the rate of $3,750 per week until the balance of $195,000 is repaid, which is scheduled for November 2023. At inception, the Company recognized a note payable in the amount of $195,000 and a discount against the note payable of $45,000. | |||
Installments amount | $ 5,500 | $ 22,500 | |||
Amortization of debt discount | $ 2,626 | $ 6,164 | |||
Consulting agreement amount | $ 128,269 | $ 145,192 |
Amounts Due to Related Party _4
Amounts Due to Related Party and Related Party Transactions (Details) - Schedule of amounts due to related parties - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Amounts Due To Related Parties Abstract | ||
Deferred compensation, Dr. Michael Dent | $ 300,600 | $ 300,600 |
Notes payable to Dr. Michael Dent and family (all current), net of discount | 205,510 | |
Total due to related party | $ 506,110 | $ 300,600 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Mar. 06, 2023 | Dec. 15, 2022 | Nov. 04, 2022 | May 13, 2022 | Jan. 14, 2021 | Jan. 06, 2021 | Jul. 07, 2016 | Nov. 30, 2022 | Oct. 31, 2022 | Oct. 21, 2022 | Jul. 19, 2022 | May 31, 2022 | Aug. 26, 2021 | Apr. 15, 2019 | May 22, 2017 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Apr. 03, 2020 | |
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Recognized gain amount | $ 632,826 | |||||||||||||||||||||||
Interest income | 6,503 | |||||||||||||||||||||||
Disaster relief loans | 450,000 | $ 450,000 | ||||||||||||||||||||||
Maturity term | 30 years | |||||||||||||||||||||||
Principal amount | $ 550,000 | 224,400 | ||||||||||||||||||||||
Original issue discount percentage | 5% | |||||||||||||||||||||||
Interest rate percentage | 0% | |||||||||||||||||||||||
Repaid cash premium percentage | 2% | |||||||||||||||||||||||
Total cash repayments | $ 561,000 | 61,891 | ||||||||||||||||||||||
Installments amount | $ 56,100 | 112,200 | ||||||||||||||||||||||
Total installments amount | $ 366,600 | |||||||||||||||||||||||
Cash in percentage | 10% | |||||||||||||||||||||||
Amortization expense | $ 33,752 | |||||||||||||||||||||||
Proceeds of sales | 392,700 | |||||||||||||||||||||||
Cash payments | 279,415 | |||||||||||||||||||||||
Unpaid principal | 168,300 | |||||||||||||||||||||||
Unamortized discount | 4,748 | |||||||||||||||||||||||
Other fees | 10,000 | |||||||||||||||||||||||
Net proceeds | $ 451,202 | |||||||||||||||||||||||
Unamortized discount | 104,490 | 0 | ||||||||||||||||||||||
Conversion right discount | 15% | |||||||||||||||||||||||
Principal amount | 31,393 | |||||||||||||||||||||||
Discount amount | 1,221 | |||||||||||||||||||||||
Payment amount | 9,615 | |||||||||||||||||||||||
Convertible promissory note | $ 111,000 | |||||||||||||||||||||||
Fixed interest rate | 10% | |||||||||||||||||||||||
Notes payable | $ 50 | |||||||||||||||||||||||
Common stock shares (in Shares) | 13,538,494 | |||||||||||||||||||||||
Purchase shares (in Shares) | 269,269 | |||||||||||||||||||||||
Warrant price (in Dollars per share) | $ 0.2 | |||||||||||||||||||||||
Recognized a loss on debt extinguishment | 5,463,492 | |||||||||||||||||||||||
Changes in fair value | 0 | 19,246 | ||||||||||||||||||||||
Interest expense on convertible notes outstanding | $ 0 | 4,372 | ||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Net proceeds | 522,500 | |||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Net proceeds | $ 38,500 | |||||||||||||||||||||||
Subsidiaries [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Disaster relief loans | $ 450,000 | $ 450,000 | $ 450,000 | |||||||||||||||||||||
Loans interest rate | 3.75% | 3.75% | 3.75% | |||||||||||||||||||||
Loans [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 632,826 | $ 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. | |||||||||||||||||||||||
Accrued interest | $ 6,503 | |||||||||||||||||||||||
Accrued on government and vendor notes payable | $ 41,625 | 24,723 | ||||||||||||||||||||||
Interest expense | 16,832 | 13,010 | ||||||||||||||||||||||
October 2022 Note Payable [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Investor principal amount | $ 144,760 | |||||||||||||||||||||||
Original issue discount | $ 15,510 | 37,131 | ||||||||||||||||||||||
Other fees | 4,250 | |||||||||||||||||||||||
Net proceeds | $ 125,000 | |||||||||||||||||||||||
Maturity date | Aug. 31, 2023 | Oct. 31, 2023 | ||||||||||||||||||||||
Monthly payments | $ 16,213 | |||||||||||||||||||||||
Amortization expense | 8,119 | |||||||||||||||||||||||
Other payments | 32,426 | |||||||||||||||||||||||
Unpaid principal balance | 129,705 | |||||||||||||||||||||||
Unamortized discount | 29,012 | |||||||||||||||||||||||
AEU Notes Payable [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Original issue discount | 3,400 | |||||||||||||||||||||||
Net proceeds | $ 35,800 | |||||||||||||||||||||||
Amortization expense | 3,400 | |||||||||||||||||||||||
Other payments | 29,057 | |||||||||||||||||||||||
Unamortized discount | 3,988 | |||||||||||||||||||||||
Principal amount | $ 9,689 | 29,057 | ||||||||||||||||||||||
Net carrying value | $ 25,657 | |||||||||||||||||||||||
Gross amount | 41,009 | |||||||||||||||||||||||
Recognized discount amount | $ 5,209 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Maturity date | Jan. 14, 2021 | |||||||||||||||||||||||
Principal amount | 81,000 | |||||||||||||||||||||||
Convertible promissory notes face value | $ 1,038,500 | $ 1,038,500 | ||||||||||||||||||||||
Convertible promissory note | $ 550,000 | $ 50,000 | $ 357,500 | |||||||||||||||||||||
Fixed interest rate | 6% | 10% | 10% | |||||||||||||||||||||
Notes payable | $ 550 | $ 111 | ||||||||||||||||||||||
Existing warrant amount | $ 3,508,333 | |||||||||||||||||||||||
Fair value percentage | 10% | |||||||||||||||||||||||
Loss on debt extinguishment | $ 126,502 | |||||||||||||||||||||||
Accrued interest | $ 317,096 | |||||||||||||||||||||||
Stcok rate | 5% | |||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||
Purchase shares (in Shares) | 13,538,494 | |||||||||||||||||||||||
Warrant price (in Dollars per share) | $ 0.3 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | Note One [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Notes payable | 357.5 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | Note Two [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Notes payable | 550 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | Note Three [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Notes payable | 50 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | Note Four [Member] | ||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||
Notes payable | $ 111 |
Notes Payable (Details) - Sche
Notes Payable (Details) - Schedule of notes payable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Notes Payable [Abstract] | ||
SBA Disaster Relief Loans | $ 450,000 | $ 450,000 |
Yorkville Note Payable | 168,300 | |
October 2022 Note Payable | 129,705 | |
AEU Note Payable | 31,393 | |
Face value of notes payable | 779,398 | 450,000 |
Less: unamortized discount | (37,748) | |
Notes payable, total | 741,650 | 450,000 |
Less: long term portion | (450,000) | (450,000) |
Notes payable, current portion | $ 291,650 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 06, 2023 | Jul. 05, 2022 | Aug. 26, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2021 | Jan. 01, 2016 | |
Shareholders' Equity (Details) [Line Items] | |||||||||
SEPA advances descriptions | the obligation, to sell to Yorkville up to 30,000,000 of its shares of common stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on July 5, 2022 and terminating on the earliest of (i) the first day of the month following the 36-month anniversary of the SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA for shares of the Company’s common stock equal to the commitment amount of 30,000,000 shares of common stock. Each SEPA Advance may be for a number of shares of common stock with an aggregate value of up to greater of: (i) an amount equal to thirty percent (30%) of the aggregate daily volume traded of the Company’s common stock for the three (3) trading days immediately preceding notice from the Company of an Advance, or (ii) 2,000,000 shares of common stock. The shares would be purchased at 96.0% of the average of the daily volume weighted average price of the Company’s common stock as reported by Bloomberg L.P. during regular trading hours during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville and would be subject to certain limitations, including that Yorkville could not purchase any shares that would result in it owning more than 4.99% of the Company’s outstanding common stock at the time of an Advance. On July 11, 2022, the Company filed a Form S-1 registration statement registering up to 30,000,000 shares of common stock underlying the SEPA. The registration statement was declared effective on July 19, 2022. | ||||||||
Diligence fees | $ 10,000 | ||||||||
stock issued (in Shares) | 895,255 | ||||||||
Commitment fee | $ 100,000 | ||||||||
Other expenses | $ 110,000 | ||||||||
Proceed amount | $ 451,202 | ||||||||
Issuance of common stock (in Shares) | 5,683,100 | 20,000,000 | |||||||
Promissory note balance | $ 279,415 | ||||||||
Common stock, shares issued (in Shares) | 1,500,000 | ||||||||
Exercise price (in Dollars per share) | $ 0.675 | ||||||||
Investment agreement | $ 3,000,000 | ||||||||
Common stock purchase (in Shares) | 3,703,704 | ||||||||
Common stock purchase per share (in Dollars per share) | $ 0.54 | ||||||||
Aggregate common shares (in Shares) | 1,851,852 | ||||||||
(in Shares) | 50 | ||||||||
Warrants exercise price (in Dollars per share) | $ 0.65 | ||||||||
Purchase of Shares (in Shares) | 269,269 | ||||||||
Aggregate shares of percentage | 8% | ||||||||
Warrants term | 5 years | ||||||||
Offering price per share (in Dollars per share) | $ 125 | ||||||||
Other offering expenses | $ 1,719,921 | ||||||||
Issued common stock to consultant (in Shares) | 664,076 | 2,998,122 | |||||||
Issued warrants (in Shares) | 9,392,101 | ||||||||
Exercise price (in Dollars per share) | $ 0.2 | ||||||||
Total unrecognized compensation cost | $ 36,270 | ||||||||
Weighted-average period | 1 year 7 months 6 days | ||||||||
Aggregate fair value of share grants | $ 174,594 | $ 135,805 | |||||||
Stock options exercised (in Shares) | 12,500 | 145,500 | |||||||
Exercise amount | $ 16,450 | ||||||||
Stock based compensation expense related to stock options | $ 115,145 | $ 77,793 | |||||||
Weighted-average grant-date fair value of option grants (in Dollars per share) | $ 0.05 | $ 0.21 | |||||||
Stock based compensation expense related to stock grants (in Shares) | 171,399 | 386,054 | |||||||
Liability-Classified Equity Instruments description | 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.” During the years ended December 31, 2022, the Company (i) replaced certain variable share contracts with a new fixed share compensation structure and accordingly de-recognized $25,000 of deferred stock compensation and liability-classified equity instruments, and (ii) de-recognized $106,141 of deferred stock compensation and $135,000 of liability-classified equity instruments as a result of the termination of the employee and related future equity rights to which the equity asset and liability related. | ||||||||
Liability-classified equity instruments | $ 90,000 | ||||||||
Deferred stock amount | 13,338 | ||||||||
Fair value compensation fees | 2,287 | ||||||||
Amortization of deferred assets | $ 21,771 | $ 13,750 | |||||||
Common Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||
Warrant [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Issued warrants (in Shares) | 333,162 | 22,421,026 | |||||||
Aggregate grant fair value | $ 5,823,476 | $ 5,823,476 | |||||||
Issued common shares upon exercise (in Shares) | 333,750 | ||||||||
Warrants shares exercised (in Shares) | 3,065,278 | ||||||||
Cashless exercise (in Shares) | 9,047,332 | ||||||||
Warrant shares exercised (in Shares) | 10,571,742 | ||||||||
Litigation and other disputes amounts | $ 614,221 | ||||||||
Minimum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.1 | ||||||||
Maximum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.252 | ||||||||
Investment Agreement [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock, shares issued (in Shares) | 3,006,098 | ||||||||
Private Placement Transaction [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Proceed amount | $ 4,328,725 | ||||||||
Issuance of common stock (in Shares) | 8,998,485 | 13,161,943 | |||||||
Proceeds sales | $ 785,000 | ||||||||
Common stock, shares issued (in Shares) | 6,249,244 | 6,581,527 | |||||||
Warrant term | 5 years | 5 years | |||||||
Private Placement Transaction [Member] | Minimum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.1 | $ 0.27 | |||||||
Private Placement Transaction [Member] | Maximum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.25 | 1.05 | |||||||
Warrant [Member] | Minimum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | 0.09 | ||||||||
Warrant [Member] | Maximum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.15 | ||||||||
Common Stock [Member] | Employee Equity Incentives Plans [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock, shares issued (in Shares) | 15,503,680 | ||||||||
Common Stock [Member] | Investment Agreement [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Net proceeds | $ 900,636 | ||||||||
Employee Equity Incentives Plans [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Total unrecognized compensation cost | $ 161,050 | ||||||||
Weighted-average period | 2 years 2 months 12 days | ||||||||
Stock based compensation recognized for grants | $ 77,025 | 157,652 | |||||||
Aggregate fair value of share grants | $ 388 | 98,335 | |||||||
Shares issued (in Shares) | 1,394 | ||||||||
Stock options exercised (in Shares) | 12,500 | ||||||||
Employee Stock Option [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Stock based compensation recognized for grants | 0.25 | ||||||||
Consultant [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Recognized expenses | $ 495,246 | $ 59,005 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of common stock issuable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' Equity (Details) - Schedule of common stock issuable [Line Items] | ||
Shares issuable to employees and consultants | $ 225,584 | $ 282,347 |
Shares issuable to independent directors | 2,585,542 | 719,366 |
Shares issuable to employees and consultants [Member] | ||
Shareholders' Equity (Details) - Schedule of common stock issuable [Line Items] | ||
Shares issuable to employees and consultants | $ 210,584 | $ 164,556 |
Shares issuable to independent directors | 2,183,398 | 319,454 |
Shares issuable to independent directors [Member] | ||
Shareholders' Equity (Details) - Schedule of common stock issuable [Line Items] | ||
Shares issuable to employees and consultants | $ 15,000 | $ 117,791 |
Shares issuable to independent directors | 402,144 | 399,912 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of stock warrants - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Equity (Details) - Schedule of stock warrants [Line Items] | ||
Number of Outstanding at beginning of the period | 59,796,992 | 51,352,986 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.25 | $ 0.17 |
Number of Granted during the period | 9,392,101 | 22,421,026 |
Weighted Average Exercise Price, Granted during the period | $ 0.1 | $ 0.39 |
Number of Exercised during the period | (13,637,020) | |
Weighted Average Exercise Price, Exercised during the period | $ (0.18) | |
Number of Expired during the period | (1,079,999) | (340,000) |
Weighted Average Exercise Price, expired during the period | $ (0.4) | $ (0.23) |
Number of Outstanding at end of the period | 68,109,094 | 59,796,992 |
Weighted Average Exercise Price, Outstanding at end of the period | $ 0.23 | $ 0.25 |
Number of Exercisable at end of the period | 68,109,094 | 59,796,992 |
Weighted Average Exercise Price, Exercisable at end of the period | $ 0.23 | $ 0.25 |
Weighted average remaining life | 2 years 6 months | 3 years 2 months 12 days |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of stock warrants outstanding - Warrant [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding Number Outstanding (in Shares) | shares | 68,109,094 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 2 years 6 months |
Warrants Outstanding Weighted-Average Exercise Price | $ 0.23 |
Warrants Exercisable Number Exercisable (in Shares) | shares | 68,109,094 |
Warrants Exercisable Weighted-Average Exercise Price | $ 0.23 |
Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.05 |
Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 1 |
Exercise Prices Two [Member] | |
Shareholders' Equity (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) | 2 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 Two [Member] | Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.0001 |
Exercise Prices Two [Member] | Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 0.09 |
Exercise Prices Five [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding Number Outstanding (in Shares) | shares | 18,833,147 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 3 years |
Warrants Outstanding Weighted-Average Exercise Price | $ 0.14 |
Warrants Exercisable Number Exercisable (in Shares) | shares | 18,833,147 |
Warrants Exercisable Weighted-Average Exercise Price | $ 0.14 |
Exercise Prices Five [Member] | Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.1 |
Exercise Prices Five [Member] | Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 0.24 |
Exercise Prices Three [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding Number Outstanding (in Shares) | shares | 31,026,450 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 2 years 4 months 24 days |
Warrants Outstanding Weighted-Average Exercise Price | $ 0.31 |
Warrants Exercisable Number Exercisable (in Shares) | shares | 31,026,450 |
Warrants Exercisable Weighted-Average Exercise Price | $ 0.31 |
Exercise Prices Three [Member] | Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.25 |
Exercise Prices Three [Member] | Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 0.49 |
Exercise Prices Four [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding Number Outstanding (in Shares) | shares | 3,459,924 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 3 years 7 months 6 days |
Warrants Outstanding Weighted-Average Exercise Price | $ 0.69 |
Warrants Exercisable Number Exercisable (in Shares) | shares | 3,459,924 |
Warrants Exercisable Weighted-Average Exercise Price | $ 0.69 |
Exercise Prices Four [Member] | Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | 0.5 |
Exercise Prices Four [Member] | Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of stock warrants outstanding [Line Items] | |
Warrants Outstanding, Exercise Prices | $ 1.05 |
Shareholders' Equity (Details_4
Shareholders' Equity (Details) - Schedule of aggregate grant date fair value - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Pricing model utilized | Binomial Lattice | Binomial Lattice |
Expected life range (in years) | 5 years | |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate range | 2.82% | 0.38% |
Expected life range (in years) | 3 years | |
Volatility range | 69.69% | 169.53% |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate range | 4.64% | 0.97% |
Expected life range (in years) | 5 years | |
Volatility range | 97.27% | 193.21% |
Shareholders' Equity (Details_5
Shareholders' Equity (Details) - Schedule of financial statements with respect to the EIPs - Employee Equity Incentives Plans [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Total cost of share-based payment plans during the period | $ 418,617 | $ 893,979 |
Amounts capitalized in deferred equity compensation during period | (90,000) | (165,000) |
Amounts written off from deferred equity compensation during period | 119,479 | |
Amounts charged against income for amounts previously capitalized | (8,333) | 13,750 |
Amounts charged against income, before income tax benefit | 439,763 | 742,729 |
Amount of related income tax benefit recognized in income |
Shareholders' Equity (Details_6
Shareholders' Equity (Details) - Schedule of stock option activity - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Stock Option Activity [Abstract] | ||
Number Outstanding beginning balance | 3,456,250 | 3,111,750 |
Weighted Average Exercise Price Outstanding beginning balance | $ 0.2 | $ 0.2 |
Weighted Average Remaining Contractual Term (Yrs.) Outstanding beginning balance | 6 years 6 months | 6 years 8 months 12 days |
Aggregate Intrinsic Value Outstanding beginning balance | $ 873,096 | $ 40,783 |
Number Granted during the period | 2,211,232 | 580,000 |
Weighted Average Exercise Price, Granted during the period | $ 0.1 | $ 0.33 |
Number Exercised during the period | (12,500) | (145,500) |
Weighted Average Exercise Price, Exercised during the period | $ (0.26) | $ (0.11) |
Number Forfeited during the period, shares | (432,000) | (90,000) |
Weighted Average Exercise Price, Forfeited during the period | $ (0.31) | $ (0.19) |
Number Outstanding ending balance | 5,222,982 | 3,456,250 |
Weighted Average Exercise Price Outstanding ending balance | $ 0.17 | $ 0.2 |
Weighted Average Remaining Contractual Term (Yrs.) ending balance | 7 years 2 months 12 days | 6 years 6 months |
Aggregate Intrinsic Value Outstanding ending balance | $ 10,200 | $ 873,096 |
Number Outstanding ending balance, Exercisable | 2,962,565 | |
Weighted Average Exercise Price Outstanding, Exercisable | $ 0.2 | |
Weighted Average Remaining Contractual Term (Yrs.), Exercisable | 5 years 6 months |
Shareholders' Equity (Details_7
Shareholders' Equity (Details) - Schedule of stock option award is estimated on the date of grant | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Equity (Details) - Schedule of stock option award is estimated on the date of grant [Line Items] | ||
Pricing model utilized | Binomial Lattice | Binomial Lattice |
Expected life range (in years) | 10 years | 10 years |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Shareholders' Equity (Details) - Schedule of stock option award is estimated on the date of grant [Line Items] | ||
Risk free rate range | 2.81% | 1.47% |
Volatility range | 74.38% | 170.44% |
Maximum [Member] | ||
Shareholders' Equity (Details) - Schedule of stock option award is estimated on the date of grant [Line Items] | ||
Risk free rate range | 2.90% | 1.68% |
Volatility range | 74.50% | 192.25% |
Shareholders' Equity (Details_8
Shareholders' Equity (Details) - Schedule of non-vested options issued - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Non Vested Options Issued [Abstract] | ||
Nonvested at beginning of period, shares | 858,750 | 1,044,375 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.23 | $ 0.21 |
Granted, shares | 2,211,232 | 580,000 |
Weighted Average Grant Date Fair Value, Granted | $ 0.06 | $ 0.25 |
Vested, shares | (515,315) | (707,500) |
Weighted Average Grant Date Fair Value, Vested | $ (0.15) | $ (0.22) |
Forfeited, shares | (294,250) | (58,125) |
Weighted Average Grant Date Fair Value, Forfeited | $ (0.26) | $ (0.14) |
Nonvested at end of period, shares | 2,260,417 | 858,750 |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.08 | $ 0.23 |
Shareholders' Equity (Details_9
Shareholders' Equity (Details) - Schedule of stock grant activity - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Stock Grant Activity [Abstract] | ||
Nonvested grants at beginning of period, Shares | 302,050 | 200,000 |
Nonvested grants at beginning of period, Weighted average grant date fair value | $ 0.27 | $ 0.17 |
Granted, Shares | 3,721,222 | 1,496,861 |
Granted, Weighted average grant date fair value | $ 0.05 | $ 0.21 |
Vested Shares | (2,266,883) | (1,337,311) |
Vested Weighted average grant date fair value | $ (0.08) | $ (0.19) |
Forfeited Shares | (104,954) | (57,500) |
Forfeited Weighted average grant date fair value | $ (0.19) | $ (0.16) |
Nonvested at end of period Shares | 1,651,435 | 302,050 |
Nonvested at end of period Weighted average grant date fair value | $ 0.05 | $ 0.27 |
Contingent Acquisition Consid_3
Contingent Acquisition Consideration (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Apr. 12, 2019 | May 31, 2022 | May 31, 2021 | Oct. 19, 2020 | May 31, 2020 | May 18, 2020 | Dec. 31, 2022 | |
Hughes Center for Functional Medicine Acquisition [Member] | |||||||
Contingent Acquisition Consideration (Details) [Line Items] | |||||||
Acquired interest | 100% | ||||||
Cash paid | $ 500,000 | ||||||
Earn-out amount | 500,000 | ||||||
Fair value transaction | $ 1,764,672 | ||||||
Paid to sellers | $ 207,384 | $ 196,000 | $ 47,000 | ||||
Hughes Center for Functional Medicine Acquisition [Member] | Common Stock [Member] | |||||||
Contingent Acquisition Consideration (Details) [Line Items] | |||||||
Share issued (in Shares) | 3,968,254 | ||||||
MedOffice Direct LLC Acquisition [Member] | |||||||
Contingent Acquisition Consideration (Details) [Line Items] | |||||||
Acquired interest | 100% | ||||||
Terms of acquisition, description | 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. 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 revenue targets in calendar years 2021, 2022, 2023, and 2024 of $1,500,000, $1,875,000, $2,344,000, and $2,930,000, respectively. | ||||||
Cura Health Management LLC Acquisition [Member] | |||||||
Contingent Acquisition Consideration (Details) [Line Items] | |||||||
Acquired interest | 100% | ||||||
Terms of acquisition, description | The acquisition consideration included an earnout of up to $62,500, $125,000, $125,000 and $125,000 cash for years 1, 2, 3, and 4, respectively, based on achievement by the underlying business of revenue of at least $2,250,000 (50% weighting) and profit of at least $500,000 (50% weighting) in the year preceding each anniversary date of the closing (the “Future Earnout”). |
Contingent Acquisition Consid_4
Contingent Acquisition Consideration (Details) - Schedule of fair value of contingent acquisition - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Contingent Acquisition Consideration (Details) - Schedule of fair value of contingent acquisition [Line Items] | ||
Total contingent acquisition consideration | $ 198,307 | $ 1,185,690 |
Less: long term portion | (98,239) | (782,224) |
Contingent acquisition consideration, current portion | 100,068 | 403,466 |
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 | |
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 | 185,024 | 276,529 |
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 | $ 13,283 | $ 737,037 |
Contingent Acquisition Consid_5
Contingent Acquisition Consideration (Details) - Schedule of gains (losses) on the change in the fair value of contingent acquisition consideration - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contingent Acquisition Consideration (Details) - Schedule of gains (losses) on the change in the fair value of contingent acquisition consideration [Line Items] | ||
Contingent acquisition consideration | $ 779,999 | $ (373,656) |
HCFM contingent acquisition consideration [Member] | ||
Contingent Acquisition Consideration (Details) - Schedule of gains (losses) on the change in the fair value of contingent acquisition consideration [Line Items] | ||
Contingent acquisition consideration | (35,260) | (66,888) |
CHM contingent acquisition consideration [Member] | ||
Contingent Acquisition Consideration (Details) - Schedule of gains (losses) on the change in the fair value of contingent acquisition consideration [Line Items] | ||
Contingent acquisition consideration | 91,505 | (86,274) |
MOD contingent acquisition consideration [Member] | ||
Contingent Acquisition Consideration (Details) - Schedule of gains (losses) on the change in the fair value of contingent acquisition consideration [Line Items] | ||
Contingent acquisition consideration | $ 723,754 | $ (220,494) |
Contingent Acquisition Consid_6
Contingent Acquisition Consideration (Details) - Schedule of maturities of contingent acquisition consideration | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Maturities of Contingent Acquisition Consideration [Abstract] | |
2023 | $ 100,068 |
2024 | 98,239 |
Total | $ 198,307 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||||
Jul. 01, 2025 | Jul. 01, 2024 | Jul. 01, 2023 | Oct. 13, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Supplier percentage | 95% | |||||
Cash payment, description | The Agreement was effective as of July 1, 2022 and provides that Mr. O’Leary’s base salary will be $259,000 per year, with annual review and adjustment at the discretion of the Chief Executive Officer and Compensation Committee of the Board of Directors of the Company, and an annual incentive bonus of 25% of annual salary based on the achievement of the Company of certain financial metrics as approved by the Compensation Committee. | |||||
Cash bonus (in Dollars) | $ 50,000 | |||||
Grants restricted shares | 100,000 | |||||
Granted stock option | 2,211,232 | 580,000 | ||||
Stock options exercise price (in Dollars per share) | $ 0.1 | $ 0.33 | ||||
Forecast [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Grants restricted shares | 100,000 | 100,000 | 100,000 | |||
Mr. O’Leary [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Granted stock option | 1,200,000 | |||||
Stock options exercise price (in Dollars per share) | $ 0.06 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of maturities of operating lease liabilities - Operating Leases [Member] | Dec. 31, 2022 USD ($) |
Commitments and Contingencies (Details) - Schedule of maturities of operating lease liabilities [Line Items] | |
2023 | $ 396,833 |
2024 | 126,116 |
2025 | 74,729 |
2026 | 18,148 |
2027 | 990 |
Total lease payments | 616,816 |
Less interest | (74,022) |
Present value of lease liabilities | $ 542,794 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 | $ 35.5 | $ 19.9 |
Future taxable income | $ 3.2 | $ 32.3 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of earnings before income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss before income taxes | ||
Domestic | $ (8,815,700) | $ (10,412,600) |
Foreign | ||
Total loss before income taxes | $ (8,815,700) | $ (10,412,600) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision (benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | ||
State | ||
Foreign | ||
Total current | ||
Deferred | ||
Federal | ||
State | ||
Foreign | ||
Total deferred | ||
Total income tax provision (benefit) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of income tax (provision) benefit at the statutory rate - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Rate Reconciliation | ||
Expected tax at statutory rate | $ (1,851,300) | $ (2,186,700) |
Permanent differences | 576,600 | 1,041,000 |
State income tax, net of federal benefit | (214,100) | (192,100) |
Current year change in valuation allowance | 3,747,800 | 320,900 |
Prior year true-ups | (2,259,000) | 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, 2022 | Dec. 31, 2021 | |
Deferred Tax Assets (Liabilities) Detail | ||
Net operating loss deferred tax asset | $ 8,713,000 | $ 4,882,000 |
Gain from change in fair value of derivative financial instruments | (176,600) | (176,600) |
Gain from change in fair value of contingent acquisition consideration | (118,300) | 73,000 |
Loss from change in fair value of debt | 93,600 | 93,600 |
Right of use lease asset | (132,500) | (129,200) |
Lease liability | 133,100 | 129,500 |
Stock compensation | 290,000 | 182,100 |
Deferred tax assets (liabilities) | 8,802,200 | 5,054,400 |
Valuation allowance | (8,802,200) | (5,054,400) |
Net deferred tax assets (liabilities) |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting (Details) [Line Items] | ||
Subscription revenue billed and paid | $ 830 | $ 943 |
Medical Distribution Segment [Member] | ||
Segment Reporting (Details) [Line Items] | ||
Subscription revenue billed and paid | $ 38,713 | $ 48,697 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of segment information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Health Services [Member] | ||
Revenue | ||
Patient service revenue, net | $ 5,407,416 | $ 5,764,186 |
Subscription, consulting and event revenue | ||
Product and other revenue | ||
Total revenue | 5,407,416 | 5,764,186 |
Operating Expenses | ||
Practice salaries and benefits | 3,335,695 | 3,114,991 |
Other practice operating expenses | 2,566,191 | 2,349,279 |
Cost of product revenue | ||
Selling, general and administrative expenses | ||
Depreciation and amortization | 116,004 | 109,689 |
Total Operating Expenses | 6,017,890 | 5,573,959 |
Income (loss) from operations | (610,474) | 190,227 |
Other Segment Information | ||
Interest expense (income) | 11,264 | 7,976 |
(Gain) loss on extinguishment of debt | (502,959) | |
Change in fair value of debt | ||
Financing cost | 110,000 | |
Amortization of original issue discounts on notes payable | 50,661 | |
Change in fair value of contingent acquisition consideration | ||
Identifiable assets | 2,402,187 | 2,247,498 |
Goodwill | 319,958 | |
Assets held for sale (CHM/AHP) | ||
Digital Healthcare [Member] | ||
Revenue | ||
Patient service revenue, net | ||
Subscription, consulting and event revenue | 14,883 | |
Subscription and event revenue | 20,835 | |
Product and other revenue | ||
Total revenue | 20,835 | 14,883 |
Operating Expenses | ||
Practice salaries and benefits | ||
Other practice operating expenses | ||
Cost of product revenue | ||
Selling, general and administrative expenses | 4,411,551 | 4,681,448 |
Depreciation and amortization | 5,877 | 4,567 |
Total Operating Expenses | 4,417,428 | 4,686,015 |
Income (loss) from operations | (4,396,593) | (4,671,132) |
Other Segment Information | ||
Interest expense (income) | 11,561 | 11,268 |
(Gain) loss on extinguishment of debt | 5,471,884 | |
Change in fair value of debt | 19,246 | |
Amortization of original issue discounts on notes payable | 4,621 | |
Change in fair value of contingent acquisition consideration | (779,999) | 373,656 |
Identifiable assets | 377,758 | 3,450,332 |
Goodwill | ||
Assets held for sale (CHM/AHP) | ||
ACO / MSO [Member] | ||
Revenue | ||
Patient service revenue, net | ||
Product and other revenue | 429,951 | 718,062 |
Total revenue | 429,951 | 718,062 |
Operating Expenses | ||
Practice salaries and benefits | ||
Other practice operating expenses | ||
Cost of product revenue | 463,156 | 606,521 |
Selling, general and administrative expenses | 165,939 | 248,220 |
Depreciation and amortization | 707,600 | 713,440 |
Impairment loss | 2,745,563 | |
Total Operating Expenses | 4,082,258 | 1,568,181 |
Income (loss) from operations | (3,652,307) | (850,119) |
Other Segment Information | ||
Interest expense (income) | (100) | |
(Gain) loss on extinguishment of debt | (11,757) | |
Change in fair value of debt | ||
Change in fair value of contingent acquisition consideration | ||
Identifiable assets | 25,956 | 2,775,621 |
Goodwill | 766,249 | |
Assets held for sale (CHM/AHP) | ||
Medical Distribution [Member] | ||
Revenue | ||
Patient service revenue, net | 5,407,416 | 5,764,186 |
Subscription, consulting and event revenue | 14,883 | |
Subscription and event revenue | 20,835 | |
Product and other revenue | 429,951 | 718,062 |
Total revenue | 5,858,202 | 6,497,131 |
Operating Expenses | ||
Practice salaries and benefits | 3,335,695 | 3,114,991 |
Other practice operating expenses | 2,566,191 | 2,349,279 |
Cost of product revenue | 463,156 | 606,521 |
Selling, general and administrative expenses | 4,577,490 | 4,929,668 |
Depreciation and amortization | 829,481 | 827,696 |
Impairment loss | 2,745,563 | |
Total Operating Expenses | 14,517,576 | 11,828,155 |
Income (loss) from operations | (8,659,374) | (5,331,024) |
Other Segment Information | ||
Interest expense (income) | 22,825 | 19,144 |
(Gain) loss on extinguishment of debt | 4,957,168 | |
Change in fair value of debt | 19,246 | |
Financing cost | 110,000 | |
Amortization of original issue discounts on notes payable | 55,282 | |
Change in fair value of contingent acquisition consideration | (779,999) | 373,656 |
Identifiable assets | 2,805,902 | 8,473,451 |
Goodwill | 319,958 | 766,249 |
Assets held for sale (CHM/AHP) | $ 1,454,856 | $ 1,454,856 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 273,307 | $ 1,348,190 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 273,307 | 1,348,190 |
Liability-classified equity instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 75,000 | 162,500 |
Liability-classified equity instruments [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Liability-classified equity instruments [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Liability-classified equity instruments [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 75,000 | 162,500 |
Contingent acquisition consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 198,307 | 1,185,690 |
Contingent acquisition consideration [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Contingent acquisition consideration [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Contingent acquisition consideration [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 198,307 | $ 1,185,690 |
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, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | $ 779,999 | $ (392,902) |
Convertible notes payable [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | (19,246) | |
Contingent acquisition consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | $ 779,999 | $ (373,656) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 06, 2023 | Feb. 14, 2023 | Jan. 17, 2023 | Jan. 13, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Mar. 17, 2023 | Jul. 07, 2016 | |
Subsequent Events (Details) [Line Items] | ||||||||
Reimbursed amount | $ 500,000 | |||||||
Cash consideration | 3,000,000 | |||||||
Incremental amount | 500,000 | |||||||
Cash proceeds | 2,250,000 | |||||||
Interest rate percentage | 10% | |||||||
Warrants issued (in Shares) | 1,500,000 | |||||||
Exercise price per share (in Dollars per share) | $ 0.2 | |||||||
Common stock, share (in Shares) | 2,000,000 | |||||||
Sale amount | $ 200,000 | |||||||
Retirement amount | $ 550 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Cash paid | $ 750,000 | |||||||
Incremental cash | $ 2,250,000 | |||||||
Unsecured promissory note | $ 185,000 | $ 160,000 | ||||||
Interest rate percentage | 15% | 15% | ||||||
Warrants issued (in Shares) | 685,185 | |||||||
Exercise price per share (in Dollars per share) | $ 0.135 | |||||||
Forecast [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Retired final payment | $ 550 | |||||||
Dr. Michael Dent [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Warrants issued (in Shares) | 860,215 | |||||||
Exercise price per share (in Dollars per share) | $ 0.093 | |||||||
Issuance fee | $ 1,000 |