Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 16, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-38797 | |||
Entity Registrant Name | IMAC Holdings, Inc. | |||
Entity Central Index Key | 0001729944 | |||
Entity Tax Identification Number | 83-0784691 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 3401 Mallory Lane | |||
Entity Address, Address Line Two | Suite 100 | |||
Entity Address, City or Town | Franklin | |||
Entity Address, State or Province | TN | |||
Entity Address, Postal Zip Code | 37067 | |||
City Area Code | (844) | |||
Local Phone Number | 266-4622 | |||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |||
Trading Symbol | BACK | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 3.3 | |||
Entity Common Stock, Shares Outstanding | 1,148,321 | |||
Documents Incorporated by Reference | None. | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Firm ID | 106 | 677 | ||
Auditor Name | SALBERG & COMPANY, P.A | Cherry Bekaert LLP | ||
Auditor Location | Boca Raton, Florida | Nashville, Tennessee |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 221,511 | $ 763,211 |
Deferred compensation, current portion | 196,119 | |
Other assets | 94,711 | 191,093 |
Note receivable | 731,067 | |
Assets of discontinued operations | 96,830 | 9,679,377 |
Total current assets | 1,144,119 | 10,829,800 |
Property and equipment, net | 5,386 | |
Other assets: | ||
Intangible assets, net | 243,750 | |
Security deposits | 2,670 | |
Total other assets | 246,420 | |
Total assets | 1,144,119 | 11,081,606 |
Current liabilities: | ||
Accounts payable and accrued expenses | 584,055 | 568,640 |
Liability to issue common stock, current portion | 329,855 | |
Liabilities of discontinued operations | 1,312,711 | 5,531,855 |
Total current liabilities | 1,896,766 | 6,430,350 |
Total liabilities | 1,896,766 | 6,430,350 |
Commitment and Contingencies – Note 13 | ||
Stockholders’ equity (deficit): | ||
Preferred stock - $0.001 par value, 5,000,000 authorized, 2,645 Series B-1 and 1,905 Series B-2 and nil issued and outstanding at December 31, 2023 and 2022 | 5 | |
Common stock; $0.001 par value, 2,000,000 authorized; 1,148,321 and 1,100,592 shares issued at December 31, 2023 and 2022, respectively; 1,148,321 and 1,097,843 shares outstanding at December 31, 2023 and 2022, respectively. | 1,149 | 1,098 |
Additional paid-in capital | 55,184,524 | 51,169,898 |
Accumulated deficit | (55,938,325) | (46,519,740) |
Total stockholders’ equity (deficit) | (752,647) | 4,651,256 |
Total liabilities and stockholders’ equity (deficit) | $ 1,144,119 | $ 11,081,606 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,148,321 | 1,100,592 |
Preferred stock, shares outstanding | 1,148,321 | 1,097,843 |
Series B1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,645 | 2,645 |
Series B2 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,905 | 1,905 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Total revenue | |||
Operating expenses: | |||
Salaries and benefits | 1,348,382 | 4,129,451 | |
Advertising and marketing | 7,732 | 74,011 | [1] |
General and administrative | 1,459,372 | 2,465,628 | |
Depreciation and amortization | 126,138 | 654,819 | |
Loss on disposition or impairment | 3,433,884 | 4,513,189 | |
Total operating expenses | 6,375,508 | 11,837,098 | |
Operating loss | (6,375,508) | (11,837,098) | |
Other income (expense): | |||
Interest income | 27,156 | 9,839 | |
Other income (expense) | (2,040) | (574) | |
Interest expense | (124,966) | (3,152) | |
Total other income (expenses) | (99,850) | 6,113 | |
Net loss before income taxes | (6,475,358) | (11,830,985) | |
Income taxes | |||
Net loss from continuing operations | (6,475,358) | (11,830,985) | |
Loss from operations of discontinued component | (1,707,342) | (2,563,204) | |
Loss on disposal of discontinued operations | (1,235,885) | (3,918,615) | |
Loss on discontinued operations | (2,943,227) | (6,481,819) | |
Net loss | $ (9,418,585) | $ (18,312,806) | |
Net loss per share from continuing operations basic | $ (5.82) | $ (12.55) | |
Net loss per share from continuing operations diluted | (5.82) | (12.55) | |
Loss per share from discontinued operations basic | (2.65) | (6.88) | |
Loss per share from discontinued operations diluted | (2.65) | (6.88) | |
Net loss per share basic | (8.47) | (19.43) | |
Net loss per share diluted | $ (8.47) | $ (19.43) | |
Weighted average common shares outstanding, basic | 1,111,844 | 942,463 | |
Weighted average common shares outstanding, diluted | 1,111,844 | 942,463 | |
Health Care, Patient Service [Member] | |||
Total revenue | |||
Others Income [Member] | |||
Total revenue | |||
Management Service [Member] | |||
Total revenue | |||
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Consolidated Statement Changes
Consolidated Statement Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2021 | $ 874 | $ 46,159,121 | $ (28,206,934) | $ 17,953,061 | |
Balance, shares at Dec. 31, 2021 | 873,939 | ||||
Issuance of common stock for cash | $ 224 | 4,915,707 | 4,915,931 | ||
Issuance of common stock, shares | 223,904 | ||||
Issuance of employee stock options | 95,070 | 95,070 | |||
Net loss | (18,312,806) | (18,312,806) | |||
Balance, value at Dec. 31, 2022 | $ 1,098 | 51,169,898 | (46,519,740) | 4,651,256 | |
Balance, shares at Dec. 31, 2022 | 1,097,843 | ||||
Issuance of common stock for cash | $ 3 | 16,647 | 16,650 | ||
Issuance of common stock, shares | 2,725 | ||||
Issuance of employee stock options | 40,131 | 40,131 | |||
Net loss | (9,418,585) | (9,418,585) | |||
Issuance of fractional shares with reverse stock split | $ 38 | (38) | |||
Issuance of fractional shares with reverse stock split, shares | 37,753 | ||||
Issuance of RSU’s for service | $ 10 | 42,890 | 42,900 | ||
Issuance of RSUs for service, shares | 10,000 | ||||
Issuance of preferred stock net of issuance costs | $ 5 | 4,044,996 | 4,045,001 | ||
Issuance of preferred stock, shares | 4,550 | ||||
Dividends declared | (130,000) | (130,000) | |||
Balance, value at Dec. 31, 2023 | $ 5 | $ 1,149 | $ 55,184,524 | $ (55,938,325) | $ (752,647) |
Balance, shares at Dec. 31, 2023 | 4,550 | 1,148,321 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (9,418,585) | $ (18,312,806) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 403,593 | 1,626,614 |
Share based compensation | 83,031 | 444,503 |
Loss on disposition of assets | 1,475,289 | 98,116 |
Loss on impairment | 3,519,322 | 8,333,687 |
Bad debt expense | 431,671 | 82,500 |
Gain on extinguishment of debt | (94,346) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 1,449,569 | (1,754,406) |
Other assets | 265,553 | 180,178 |
Deferred compensation | 196,121 | |
Security deposits | 205,389 | 56,620 |
Liability to issue common stock | (329,855) | |
Right of use/lease liability | (346,770) | (149,631) |
Accounts payable and accrued expenses | (388,467) | (820,592) |
Patient deposits | (241,666) | (79,251) |
Net cash used in operating activities | (2,790,151) | (10,294,468) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (331,382) | |
Note receivable | (3,000,000) | |
Proceeds from sale of practices | 224,700 | |
Proceeds from sale of property and equipment | 1,000,000 | 71,400 |
Net cash used in investing activities | (1,775,300) | (259,982) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 16,650 | 4,472,219 |
Proceeds from issuance of preferred stock, net of offering costs | 4,045,000 | |
Payments on notes payable | (10,350) | (254,488) |
Payments on finance lease obligation | (27,549) | (19,050) |
Net cash from financing activities | 4,023,751 | 4,198,681 |
Net (decrease) in cash | (541,700) | (6,355,769) |
Cash, beginning of year | 763,211 | 7,118,980 |
Cash, end of year | 221,511 | 763,211 |
Supplemental cash flow information: | ||
Interest paid | 129,981 | 14,191 |
Income Tax | ||
Non-cash investing and financing activities: | ||
Accrued dividends | $ 130,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business IMAC Holdings, Inc. is a holding company for IMAC Regeneration Centers, The Back Space retail stores and our Investigational New Drug division. IMAC Holdings, Inc. and its affiliates (collectively, the “Company”) provided movement, orthopedic and neurological therapies through its chain of IMAC Regeneration Centers. Through its consolidated and equity owned entities, its outpatient medical clinics provided conservative, non-invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. As of December 31, 2023, the Company has sold or discontinued patient care at all our locations and has accordingly presented this component as discontinued operations. (See Note 2.) The Company delivered sports medicine treatments without opioids. The BackSpace operated healthcare centers specializing in chiropractic and spinal care services inside Walmart retail locations. The Company’s Investigational New Drug division conducted a clinical trial for its investigational compound utilizing umbilical cord-derived allogenic mesenchymal stem cells for the treatment of bradykinesia due to Parkinson’s disease. Planned Merger On May 23, 2023, IMAC Holdings, Inc., a Delaware corporation (Nasdaq: BACK) (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Theralink Technologies, Inc. (OTC: THER), a Nevada corporation (“Theralink”), and IMAC Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of the Company (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Theralink (the “Merger”), with Theralink continuing as the surviving entity (the “Surviving Entity”) and a wholly owned subsidiary of the Company. On May 22, 2023, the board of directors of the Company, and the board of directors of Theralink unanimously approved the Merger Agreement. At the effective time of the Merger (the “Effective Time”), each share of Theralink’s common stock (“Theralink Common Stock”) and each share of Theralink’s preferred stock (together with the Theralink Common Stock, “Theralink Shares”) issued and outstanding as of immediately prior to the Effective Time will be converted into and will thereafter represent the right to receive a portion of a share of the Company’s common stock (the “Company Shares”) such that the total number of Company Shares issued to the holders of Theralink Shares shall equal 85% of the total number of Company Shares outstanding as of the Effective Time (the “Merger Consideration”). At the Effective Time, each award of Theralink stock options (each, a “Theralink Stock Option”), whether or not then vested or exercisable, that is outstanding immediately prior to the Effective Time, will be assumed by the Company and converted into a stock option relating to a number of Company Shares equal to the product of: (i) the number of shares of Theralink Common Stock subject to such Theralink Stock Option; and (ii) the ratio which results from dividing one share of Theralink Common Stock by the portion of a Company Share issuable for such share as finally determined at the Effective Time (the “Exchange Ratio”), at an exercise price per Company Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Theralink Common Stock of such Theralink Stock Option by (B) the Exchange Ratio. The Company and Theralink have each agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. However, if such party receives an unsolicited, bona fide acquisition proposal that did not result from a material breach of the non-solicitation provisions of the Merger Agreement and the Company’s or Theralink’s board of directors, or any committee thereof, as applicable, concludes, after consultation with its financial advisors and outside legal counsel, that such unsolicited, bona fide acquisition proposal constitutes, or could reasonably be expected to result in, a superior offer, such party may furnish non-public information regarding it or any of its subsidiaries and engage in discussions and negotiations with such third party in response to such unsolicited, bona fide acquisition proposal; provided The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of a majority of the outstanding Theralink Shares; (ii) approval of the issuance of Company Shares in connection with the Merger by a majority of the outstanding shares of the Company’s common stock; (iii) absence of any court order or regulatory injunction prohibiting completion of the Merger; (iv) expiration or termination of (a) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (b) any agreement with any governmental entity not to consummate the transactions contemplated by the Merger Agreement; (v) effectiveness of the Company’s registration statement on Form S-4 to register the Company Shares to be issued in the Merger; (vi) subject to specified materiality standards, the accuracy of the representations and warranties of the other party; (vii) the authorization for listing of Company Shares to be issued in the Merger on Nasdaq; (viii) compliance by the other party in all material respects with its covenants; and (ix) the completion of satisfactory due diligence by both parties. The Company and Theralink have each made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of the Company’s and Theralink’s business between the date of the signing of the Merger Agreement and the closing date of the Merger and (ii) the efforts of the parties to cause the Merger to be completed, including actions which may be necessary to cause the expiration or termination of any waiting periods under the HSR Act. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation – Discontinued Operations In accordance with ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the Company’s component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. In 2023, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. As of December 31, 2023, all locations had been closed and all assets had been sold. The major classes of assets and liabilities of discontinued operations on the consolidated balance sheet are as follows: Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement 2023 2022 December 31, 2023 2022 Assets Accounts receivable, net $ - $ 2,881,239 Other current assets 1,028 176,265 Property and equipment, net 762 1,579,327 Intangible assets, net - 1,121,707 Other assets 95,040 3,920,839 Net assets from discontinued operations $ 96,830 $ 9,679,377 Liabilities Accounts payable and accrued expenses $ 860,221 $ 1,134,099 Patient deposits - 241,666 Other current liabilities 108,088 1,439,571 Other liabilities 344,402 2,716,519 Net liabilities from discontinued operations $ 1,312,711 $ 5,531,855 The following table shows the results of loss from discontinued operations: 2023 2022 December 31, 2023 2022 Patient revenues, net $ 5,197,352 $ 16,186,256 Operating expenses 6,498,928 18,710,263 Other expenses 1,641,651 3,957,812 Total costs and expenses 8,140,579 22,668,075 Loss from discontinued operations, net of income taxes $ (2,943,227 ) $ (6,481,819 ) Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”), IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”) IMAC Management of Illinois, LLC (“IMAC Illinois”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”), IMAC Management of Florida, LLC (“IMAC Florida”), Louisiana Orthopaedic & Sports Rehab (“IMAC Louisiana”) and The Back Space, LLC (“BackSpace”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); the following entities which are consolidated with IMAC Management of Illinois, LLC due to control by contract: Progressive Health and Rehabilitation, Ltd., Illinois Spine and Disc Institute, Ltd. and Ricardo Knight, P.C.; the following entities which are consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (“Kentucky PC”) and IMAC Medical of Kentucky, PSC (“Kentucky PSC”) ; the following entities which are consolidated with IMAC Florida due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, P.A.; the following entity which is consolidated with Louisiana Orthopaedic & Sports Rehab due to control by contract: IMAC Medical of Louisiana, a Medical Corporation; and the following entities which are consolidated with BackSpace due to control by contract: ChiroMart LLC, ChiroMart Florida LLC, and ChiroMart Missouri LLC. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to contractual insurance adjustments on revenues and provisions for doubtful accounts, impairment of long-lived assets including intangible assets, valuation of loans receivable and valuation of stock-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically we retrospectively reclassified certain amounts in 2022 to present as discontinued operations. Revenue Recognition The Company’s patient service revenue was derived from non-surgical procedures performed at our outpatient medical clinics. The fees for such services were billed either to the patient or a third-party payer, including Medicare. The Company recognized service revenues based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments are based upon the payment terms specified in the related contractual agreements. The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts expected to be collected. Starting in January 2020, the Company implemented wellness maintenance programs on a subscription basis. There were four membership plans offered with different levels of service for each plan. The Company recognized membership revenue on a monthly basis. Enrollment in the wellness maintenance program can occur at any time during the month and can be dis-enrolled at any time. Starting in June 2021, the Company introduced BackSpace and began offering outpatient chiropractic and spinal care services as well as memberships services in Walmart retail locations. The fees for such services were paid and recognized as incurred. Starting in September 2022, the Company introduced hormone replacement therapy “HRT” and medical weight loss programs. The Company recognized HRT and medical weight loss revenue as the services are provided. Other management service fees are derived from management services where the Company provided billings and collections support to the clinics and where management services were provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through a LLC. The PC is consolidated due to control by contract (an “MSA” – Management Services Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. The company recognized other management service revenue in the period in which services were rendered. These revenues are earned by IMAC Nashville, IMAC Management, IMAC Illinois, IMAC Florida, IMAC Louisiana and the Back Space and are eliminated in consolidation to the extent owned. Patient Deposits Patient deposits were derived from patient payments in advance of services delivered. Our service lines included traditional and regenerative medicine. Regenerative medicine procedures are rarely paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds were accounted for as patient deposits until the procedures were performed at which point the patient deposit was recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short-term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Variable Interest Entities Certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medical care by exercising control over clinical decisions by doctors. In states which prohibit the corporate practice of medicine, the Company entered into long-term management agreements with professional corporations (“PCs”) that are owned by licensed doctors, which, in turn employ or contract with doctors who provide professional care in its clinics. Under these management agreements with PCs, the Company provided, on an exclusive basis, all non-clinical services of the practice. The consolidated financial statements include the accounts of variable interest entities (“VIE”) in which the Company is the primary beneficiary under the provisions of the FASB Accounting Standards Codification 810, “ Consolidation The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying consolidated balance sheets as of December 31, 2023 and 2022, were approximately ($ 3.9 1.8 0.2 0.5 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s consolidated financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Contractual, Other Discounts and Doubtful Accounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, “Financial Instruments – Credit Losses.” This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. As a result, the Company changed its accounting policy for allowance for doubtful accounts using an expected losses model rather than using incurred losses. The new model is based on the credit losses expected to arise over the life of the asset based on the Company’s expectations as of the balance sheet date through analyzing historical customer data as well as taking into consideration current economic trends. As a smaller reporting Company pursuant to Rule 12b-2 of the Securities Exchange Act of 1934, as amended, these changes became effective for the Company on January 1, 2023. The adoption of ASU 2016-13 did not have a material financial impact on the Company’s consolidated financial statements. The roll forward of the allowance for doubtful accounts for the year ended December 31, 2023 and 2022 was as follows: Schedule of Allowance for Doubtful Accounts December 31, 2023 December 31, 2022 Beginning balance $ 163,479 $ 80,979 Bad debt expense 431,671 82,500 Write-offs (155,852 ) - Ending balance $ 439,298 * $ 163,479 * * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. Note Receivable Note Receivable is a subordinated promissory note and a convertible promissory note that the Company’s merger partner, Theralink Technologies, Inc. (“THER”) entered into during July of 2023 and August of 2023, respectively. Each note is due to be repaid within one year and contains interest compounding at 6.0 0.00313 3.0 0.7 2.3 Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets are computed using the straight-line method over the estimated useful lives and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, generally the contract term. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. The Company records an impairment loss when the carrying amount of the asset is not recoverable and exceeds its fair value. An impairment loss of $ 0.06 0.06 0.27 0.613 0.24 34,000 2,128,000 1,672,000 1,000 0.12 0.03 Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The Company operates under one reporting unit. The quantitative impairment test involves the comparison of the fair value of the reporting unit to the Company’s carrying value. The Company calculates the fair value of each reporting unit using either (i) a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount or (ii) a market approach. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized in the amount of the excess. The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2022 the Company elected not to perform a qualitative impairment test and instead went straight to a quantitative assessment. As a result, the Company concluded that it was more-likely-than-not that the carrying value would be greater than the estimated fair value as of December 31, 2022. In addition, given the lack of viable long-term solvency it was determined that it was appropriate to fully impair goodwill. A goodwill impairment loss of $ 4.5 million was recorded as of December 31, 2022. Long-Lived Assets Long-lived assets such as property and equipment, operating lease assets and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Some of the events or changes in circumstances that would trigger an impairment test include, but are not limited to: ● the Company’s expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as “Held for Sale”; ● significant changes in the Company’s stock price per share; ● significant negative industry or economic trends. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was approximately $ 7,732 and $ 74,011 * for the years ended December 31, 2023 and 2022, respectively. * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. Net Loss Per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the year, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Dilutive shares not included in the computation of dilutive loss per share because the effect would be anti-dilutive due to the Company’s net loss were as follows: Schedule of Net Loss Per Share December 31, 2023 2022 Stock options 1,312 11,216 RSUs - 24,029 Warrants 2,474,284 398,582 Preferred shares B-1 1,437,500 - Preferred shares B-2 1,035,326 - Net loss 4,948,422 433,827 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are required to be reduced by a valuation allowance to the extent that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized. |
Capital Requirements, Liquidity
Capital Requirements, Liquidity and Going Concern Considerations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Capital Requirements, Liquidity and Going Concern Considerations | Note 3 – Capital Requirements, Liquidity and Going Concern Considerations The Company’s consolidated financial statements are prepared in accordance with GAAP and includes the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, the Company has sustained substantial losses from operations since inception and has discontinued its operations as of December 31, 2023 which raises substantial doubt regarding the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The Company had a working capital deficit of approximately ($ 0.8 ) million at December 31, 2023. The Company had a net loss of approximately $ 9.4 million for the year ended December 31, 2023, and used cash in operations of approximately $ 2.8 million for the year ended December 31, 2023. The Company expects to continue to incur expenditures for working capital. Management’s plans are to merge with an operating company or acquire a new business (See Note 1). Management recognizes that the Company may need to obtain additional resources to successfully implement its business plans. No assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital if needed, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Concentration of Credit Risks
Concentration of Credit Risks | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risks | Note 4 – Concentration of Credit Risks Cash The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits of $ 250,000 Revenue and Accounts Receivable Concentration As of December 31, 2023 and 2022, the Company had discontinued operations revenue and accounts receivable concentration related to payments from Medicare as outlined in the table below: Schedule of Concentration Risk 2023 2022 % of % of % of % of Medicare payments 24 % 0 % 32 % 18 % |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable Accounts receivable consisted of the following at December 31: Schedule of Accounts Receivable 2023 * 2022 * Accounts receivable, net of contractual adjustments $ 439,298 $ 3,044,718 Less: allowance for doubtful accounts (439,298 ) (163,479 ) Accounts receivable, net $ - $ 2,881,239 * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment consisted of the following at December 31: Schedule of Property and Equipment Estimated Useful Life in Years 2023 * 2022 * Leasehold improvements Shorter of asset or lease term $ - $ 2,233,603 Equipment 1.5 10 762 2,820,166 Total property and equipment 762 5,053,769 Less: accumulated depreciation - (3,476,977 ) Property and equipment, excluding construction in progress 762 1,576,792 Construction in progress - 7,922 Total property and equipment, net $ 762 $ 1,584,714 Depreciation was $ 282,458 867,364 * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles Assets and Goodwill | Note 7 – Intangibles Assets and Goodwill The Company’s intangible assets and goodwill consisted of the following at December 31, 2023 and 2022: Schedule of Intangible Assets and Goodwill December 31, 2023 Estimated Accumulated Useful Life Cost Impairment Net Intangible assets: Management service agreements 10 $ - $ - $ - Non-compete agreements 3 - - - Intellectual property agreements 2 - - - Brand development 15 - - - Definite lived assets - - - Research and development - - - Goodwill - - - Total intangible assets and goodwill $ - $ - $ - December 31, 2022* Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (6,939,916 ) $ 1,000,482 Non-compete agreements 3 391,000 (359,125 ) 31,875 Customer lists 3 77,000 (48,125 ) 28,875 Brand development 15 69,071 (8,596 ) 60,475 Definite lived assets 8,477,469 (7,355,762 ) 1,121,707 Research and development 243,750 - 243,750 Goodwill 4,499,796 (4,499,796 ) - Total intangible assets and goodwill $ 13,221,015 $ (11,855,558 ) $ 1,365,457 * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. In January 2023, the Company sold the Louisiana Market which had a total intangible carrying amount of approximately $ 61,000 In February 2023, the Company sold the BackSpace retail clinics which had a total intangible carrying amount of approximately $ 60,000 On April 1, 2023, the Company executed an agreement to sell all the assets of Ricardo Knight, PC which had a total intangible carrying amount of approximately $ 265,000 In October 2023, the Company executed an agreement to sell all the assets of the Kentucky Market which has a total intangible carrying amount of approximately $ 614,000 In December, 2023, the Company determined that the intangible asset for the investigational new drug which had a total intangible carrying amount of approximately $ 244,000 In March 2022 the Company decided to close a clinic in Florida with a total intangible carrying amount of approximately $ 34,000 2,128,000 1,672,000 The Company performs its annual impairment test during the fourth quarter of the fiscal year. 1.2 For the year ended December 31, 2022, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more-likely-than-not that the carrying value is greater than the estimated fair values of the reporting units as of December 31, 2022. A goodwill impairment loss of $ 4.5 Amortization expense was $ 121,135 759,250 * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases | |
Operating Leases | Note 8 – Operating Leases On January 1, 2019, the Company adopted Topic ASC 842 using the modified retrospective method applied to leases that were in place at January 1, 2019. The Company’s leases consist of operating leases that relate to real estate rental agreements. Most of the value of the Company’s lease portfolio upon adoption relates to real estate lease agreements that were entered into starting March 2017. Discount Rate Applied to Property Operating Lease To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the “incremental borrowing rate” or “IBR”). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate of leases added during the years ended December 31, 2023 and December 31, 2022, the Company used a weighted average interest rate. Total operating lease cost Individual components of the total lease cost incurred by the Company is as follows: Schedule of Operating Lease Cost Year Ended December 31, Year Ended December 31, Operating lease expense $ 933,085 $ 1,622,466 Minimum rental payments under operating leases are recognized on a straight light basis over the term of the lease. Maturity of operating leases The amount of future minimum lease payments under operating are as follows: Schedule of Future Minimum Lease Payments Operating Undiscounted future minimum lease payments: 2024 $ 134,567 2025 138,104 2026 95,171 2027 73,823 2028 73,823 Thereafter 7,868 Total 523,356 Amount representing imputed interest (72,591 ) Total operating lease liability 450,765 Current portion of operating lease liability (106,363 ) Operating lease liability, non-current $ 344,402 * * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable Set forth below is a summary of the Company’s outstanding debt as of December 31, 2023 and December 31, 2022: Schedule of Notes Payable December 31, December 31, 2023 2022 * Note payable to a financial institution in the amount of $ 200,000 66 consecutive monthly installments 2,652 5% 60,000 May 15, 2023 $ - $ 13,093 Note payable to a financial institution in the amount of $ 131,400 120 monthly installments 1,394 5% July 1, 2026 - 54,763 $ 112,800 60 monthly installments 2,129 5% June 1, 2024 - 36,840 Note payable to a financial institution in the amount of $ 140,000 36 consecutive monthly installments 4,225 5.39% September 19, 2022 - - Note payable in the amount of $ 2,690,000 April 29, 2022 7% - - Notes payable - 104,696 Less: current portion: - (51,657 ) Notes payable, net of current portion $ - $ 53,039 * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity (Deficit) | Note 10 – Shareholders’ Equity (Deficit) Reverse Stock Split Effective on September 7, 2023, the Company implemented a 30-for-1 0.001 2018 Incentive Compensation Plan The Company’s board of directors and holders of a majority of outstanding shares approved and adopted the Company’s 2018 Incentive Compensation Plan (“2018 Plan”) in May 2018, reserving the issuance of up to 2,000,000 Stock Options During 2023 and 2022, the Company did not issue any new stock options. Most options vested over a period of four years 25% 75% The information below summarizes the stock options: Schedule of Stock Option Activity Number of Weighted Average Weighted Outstanding at December 31, 2021 12,235 $ 96.90 3.58 Granted - - - Exercised - - - Cancelled (1,020 ) 97.80 1.65 Outstanding at December 31, 2022 11,216 $ 96.90 3.75 Granted - - - Exercised - - - Cancelled (9,904 ) 92.40 2.77 Outstanding at December 31, 2023 1,312 $ 118.33 1.35 Restricted Stock Units On February 21, 2022, the Company granted 3,333 On October 15, 2022, the Company granted an aggregate of 10,000 On May 19, 2023, the Company granted an aggregate of 10,000 42,900 Schedule of Restricted Stock Units Number of Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 8,692 $ 60.06 Granted 30,400 15.3 Vested (14,896 ) 28.8 Cancelled (167 ) 13.2 Outstanding at December 31, 2022 24,029 $ 23.4 Granted 10,000 4.29 Vested (10,000 ) 4.29 Cancelled (24,029 ) 23.4 Outstanding at December 31, 2023 - $ - Preferred Stock On July 25, 2023, the Company entered into a definitive securities purchase agreement with several institutional and accredited investors, including existing significant investors of Theralink Technologies, Inc., its previously announced merger partner (OTC:THER) (“Theralink”), and Theralink’s Chairman, for the sale of its preferred stock and warrants. IMAC sold an aggregate of 2,500 1,000 1,800 1,000 2,075,702 4.3 12 763,126 549,451 3.276 3.276 five years 3.0 130,000 The Company also entered into a Registration Rights Agreement, pursuant to which it agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of the Company’s common stock underlying the Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Warrants no later than 45 days following the closing of the planned merger. On December 20, 2023, the Company entered into a letter agreement with several institutional and accredited investors providing for the sale of an additional aggregate $ 250,000 25,000 1.84 1,437,500 1,035,326 1.84 All terms other than the conversion price are the same as the Series A-1 and A-2. In 2024, the Series B-1 and B-2 preferred shares were exchanged for Series C shares (See Note 14). Common Stock On July 6, 2022, the Company’s shareholders approved the Board of Directors’ proposal to increase the number of authorized shares of the Company’s common stock to 60,000,000 30,000,00 On August 16, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with institutional accredited investors (the “Purchasers”) pursuant to which the Company offered for sale to the Purchasers an aggregate of 172,149 22.80 172,149 28.5 172,149 28.50 3.9 In January 2023, the Company issued 2,725 16,650 On December 27, 2023, issued an aggregate of 10,000 common shares for the Board members valued at $ 4.29 per share or $ 42,900 based on the quoted trading price on the grant date which was May 2023. Warrants In August 2022, the Company issued 344,298 In July 2023, the Company issued 2,075,702 SCHEDULE OF WARRANTS Number of Warrants Weighted Average Exercise Price Per Share December 31, 2021 54,284 $ 150.00 Granted 344,298 28.50 December 31, 2022 398,582 45.05 Granted 2,075,702 1.84 December 31, 2023 2,474,284 $ 8.80 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 11 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 100% up to 3% and 50% of the next 2% of total compensation for those employees making salary deferrals 39,192 134,534 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes For the year ended December 31, 2023, and December 31, 2022, no Schedule of Components of Income Tax Benefits December 31, December 31, Current income tax expense (refund) – federal $ - $ - Current income tax expense (refund) – state - - Total current income tax expense (refund) - - Deferred income tax expense (benefit) – federal - - Deferred income tax expense (benefit) – state - - Total deferred income tax expense (benefit) - - Total provision for income taxes $ - $ - The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31, 2023 and 2022 are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, December 31, Deferred tax assets: Reserves & allowances $ 108,584 $ 20,738 Charitable contribution carry-forward 2,895 3,000 Net operating loss carry-forward – federal 9,524,275 7,778,105 Net operating loss carry-forward – state 2,194,071 2,294,317 Amortization 2,014,677 2,029,833 Non-qualified stock options 430,577 459,093 Total deferred tax assets $ 14,275,079 $ 12,585,086 Deferred tax liabilities: Depreciation $ (2,813 ) $ (2,914 ) Amortization - - Total deferred tax liabilities $ (2,813 ) $ (2,914 ) Less valuation allowance (14,272,266 ) (12,582,172 ) Total net deferred tax assets $ - $ - The Company has federal net operating loss carry-forward of approximately $ 45.3 46.6 ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2023 and 2022, a full valuation allowance was required. In addition, the Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits as December 31, 2023. The Company’s federal and state income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and the Company’s federal and state income tax returns for 2020 through 2023 remain open to examination. The reconciliation of the income tax (benefit) to the U.S. federal statutory income tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31, December 31, Federal statutory income tax 21.00 % 21.00 % Permanent differences 0.00 % (0.01 )% Change in Tax Credits 0.00 % 0.00 % Change in Tax Rate 0.00 % 0.00 % Change in valuation allowance (23.23 )% (25.20 )% State income taxes, net of federal benefit 3.72 % 4.61 % Prior year adjustments (1.49 )% (0.40 % Total 0.00 % 0.00 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies The Company accrues a liability and charges operations for the estimated costs of contingent liabilities, including adjudication or settlement of various asserted and unasserted claims existing as of the consolidated balance sheet date, when it is probable that a loss has been incurred and the loss (or range of probable loss) is estimable. From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of our business. Other than the matter described below, management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on the Company’s financial condition, results of operations or liquidity. Third Party Audit From time to time, in the ordinary course of business, we are subject to audits under various governmental programs in which third party firms engaged by the Center for Medicare & Medicaid Services (“CMS”) conduct extensive reviews of claims data to identify potential improper payments. We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations. On April 15, 2021, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $ 2,921,868 11,530 2,918,472 5,327.73 On October 21, 2021, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $ 2,716,056.33 . This amount represents a statistical extrapolation of $ 6,791.33 of charges from a sample of 38 claims for the periods July 2017 to November 2020 for Progressive Health & Rehabilitation, Ltd (“Progressive Health”). The Company entered into a management agreement with Progressive Health in April 2019 and therefore liable for only a portion of the sampled claims. There were a total of 38 claims reviewed, 25 of these claims were from the period prior to the management agreement with the Company and the remaining 13 claims were related to the period that Progressive Health was managed by the Company. In December 2021, the Company received a request for payment from CMS in the amount of $ 2,709,265 . The Company has begun its own internal audit process and has initiated the appropriate appeals. The Company submitted a redetermination request in March 2022, which was denied. The Company submitted a reconsideration request February 27, 2023. On July 5, 2023, the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a “partially favorable” decision that medical necessity supported 15 of 38 appealed claims On May 17, 2022, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $ 492,086.22 10,420.22 481,666.00 0.1 138,000 On December 9, 2022, the Company received a suspension of payment notification from Covent Bridge Group, a Center for Medicare & Medicaid Services contractor, for IMAC Regeneration Center of Kentucky. On December 22, 2022, the Company responded to the payment suspension with a Rebuttal of Notice. The suspension of payment will remain in effect until the Rebuttal of Notice is answered. The Company provided medical records for 10 beneficiaries. Neither CMS nor Covent Bridge have responded to the Company regarding the records, although they initiated the Kepro audit noted in the following paragraph. As of December 31, 2023, the payment suspension resulted in a recoupment balance of approximately $ 90,000 On October 2, 2023, the Company received notice from Kepro, “Initial Sanction Notice of Failure in a Substantial Number of Cases”. Kepro has recommended a Corrective Action Plan (CAP). (i) Perform a root cause analysis (RCA) and describe the underlying cause of the failure. Submit a copy of the RCA performed. (ii) Identify goals (desired outcomes) of the CAP. These goals must be measurable-containing a numerator and denominator-attainable, and meaningful. (iii) Explain how the process(es) will be created or modified to correct the underlying root cause. (iv) Explain how the process(es) will be implemented, including time frames for implementation. (v) Explain how the implemented process(es) and outcomes will be monitored and reported. (vi) Identify the person who will be responsible for monitoring the CAP’s specified time frame. The Company intends on complying with the recommendations of the CAP. In addition, after further review, the Company will appeal the recommendation and outcomes of the audit by Kepro. A meeting with Kepro was conducted on November 20, 2023 to review findings, CAP, and appeal of findings. The meeting resulted in a CAP and communication to medical providers regarding the audit. There was no financial recoupment request. Other smaller denials the Company is appealing aggregate approximately $ 25,000 At this stage of the appeals process, based on the information currently available to the Company, the Company is unable to predict the timing and ultimate outcomes of these matters and therefore is unable to estimate the range of possible loss. Any potential loss may be classified as errors and omissions for which insurance coverage was in place during a majority of the years being evaluated. As of December 31, 2023, the Company has not recorded a provision for any of these claims, as management does not believe that an estimate of a possible loss or range of loss can reasonably be made at this time. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events On April 10, 2024, we entered into a series of transactions including the exchange of the Company’s outstanding Series B-1 Convertible Preferred Stock, par value $ 0.001 0.001 Exchange On April 11, 2024, the Company entered into an exchange agreement (each, an “Exchange Agreement”) with holders of Series B Preferred Stock, pursuant to which the holders would exchange (i) 4,550 1.84 4,750 0.001 2.561 1.84 2.561 PIPE Financing On April 10, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, 1,276 1,000 1,276,000 498,243 2.561 900,000 Rights and Preferences of Series C Preferred Stock The rights and preferences of the Series C-1 Preferred Stock and the Series C-2 Convertible Stock are identical in all material respects; however, the Series C-1 Convertible Preferred Stock was issued in exchange for Series B Preferred Stock without the payment of any additional consideration and, for the purpose of Rule 144 of the Securities Act of 1933, as amended, ownership of the Series C-1 Preferred Stock shall tack back to December 20, 2024. Authorized; Stated Value . 4,750 5,376 1,000 Dividends Ranking Liquidation Preference (A) 110% of the sum of the stated value of the share plus any amount owed to the holder by the Company in connection with the share, including all declared and unpaid dividends thereon, on the date of such payment and (B) the amount per share such holders would receive if such shares had been converted into Common Stock immediately prior to the date of such payment; provided, however that if the funds available for such payment to the holders of Series C-1 Preferred Stock, the Series C-2 Preferred Stock, and any other capital stock of the Company ranking on par with them for liquidation purposes are insufficient, all such holders shall be paid proportionally to their holdings out of available funds. Dividends. Stockholder Approval Conversion Rights Conversion at Option of Holder. 2.561 Adjustments to Conversion Price Stockholder Approval Mandatory Conversion Alternate Conversion Upon a Triggering Event. Solely if the Company has obtained the Stockholder Approval (see “Stockholder Approval” below), 0.5122 Company Redemption. Voting Rights. Stockholder Approval 0.561 Settlement and Release Agreements In connection with the exchange and PIPE financing transactions, each holder of Series B-1 Preferred Stock entered into a Settlement and Release Agreement with the Company, pursuant to which the Company agreed to pay to each such holder a cash amount equal to the damages claimed to have been suffered by such holder upon the attempted conversion and then unwinding of such conversion of shares of such holders Series B-1 Preferred Stock, in exchanged for a release by the holder in favor of the Company of all claims related to such unwinding. All amounts paid pursuant to the Settlement and Release Agreements were reinvested, in full, into the Company pursuant to the Securities Purchase Agreement. Registration Rights In connection with the exchange and PIPE financing transactions, the Investors received registration rights customary for such transactions. Loan to Theralink On April 11, 2024, the Company entered into a credit agreement (the “Theralink Credit Agreement”) with Theralink Technologies, Inc. (“Theralink”), pursuant to which Theralink may borrow from the Company up to $ 1,000,000 350,000 October 12, 2024 9 11 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation – Discontinued Operations | Basis of Presentation – Discontinued Operations In accordance with ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the Company’s component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. In 2023, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. As of December 31, 2023, all locations had been closed and all assets had been sold. The major classes of assets and liabilities of discontinued operations on the consolidated balance sheet are as follows: Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement 2023 2022 December 31, 2023 2022 Assets Accounts receivable, net $ - $ 2,881,239 Other current assets 1,028 176,265 Property and equipment, net 762 1,579,327 Intangible assets, net - 1,121,707 Other assets 95,040 3,920,839 Net assets from discontinued operations $ 96,830 $ 9,679,377 Liabilities Accounts payable and accrued expenses $ 860,221 $ 1,134,099 Patient deposits - 241,666 Other current liabilities 108,088 1,439,571 Other liabilities 344,402 2,716,519 Net liabilities from discontinued operations $ 1,312,711 $ 5,531,855 The following table shows the results of loss from discontinued operations: 2023 2022 December 31, 2023 2022 Patient revenues, net $ 5,197,352 $ 16,186,256 Operating expenses 6,498,928 18,710,263 Other expenses 1,641,651 3,957,812 Total costs and expenses 8,140,579 22,668,075 Loss from discontinued operations, net of income taxes $ (2,943,227 ) $ (6,481,819 ) |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”), IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”) IMAC Management of Illinois, LLC (“IMAC Illinois”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”), IMAC Management of Florida, LLC (“IMAC Florida”), Louisiana Orthopaedic & Sports Rehab (“IMAC Louisiana”) and The Back Space, LLC (“BackSpace”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); the following entities which are consolidated with IMAC Management of Illinois, LLC due to control by contract: Progressive Health and Rehabilitation, Ltd., Illinois Spine and Disc Institute, Ltd. and Ricardo Knight, P.C.; the following entities which are consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (“Kentucky PC”) and IMAC Medical of Kentucky, PSC (“Kentucky PSC”) ; the following entities which are consolidated with IMAC Florida due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, P.A.; the following entity which is consolidated with Louisiana Orthopaedic & Sports Rehab due to control by contract: IMAC Medical of Louisiana, a Medical Corporation; and the following entities which are consolidated with BackSpace due to control by contract: ChiroMart LLC, ChiroMart Florida LLC, and ChiroMart Missouri LLC. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to contractual insurance adjustments on revenues and provisions for doubtful accounts, impairment of long-lived assets including intangible assets, valuation of loans receivable and valuation of stock-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically we retrospectively reclassified certain amounts in 2022 to present as discontinued operations. |
Revenue Recognition | Revenue Recognition The Company’s patient service revenue was derived from non-surgical procedures performed at our outpatient medical clinics. The fees for such services were billed either to the patient or a third-party payer, including Medicare. The Company recognized service revenues based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments are based upon the payment terms specified in the related contractual agreements. The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts expected to be collected. Starting in January 2020, the Company implemented wellness maintenance programs on a subscription basis. There were four membership plans offered with different levels of service for each plan. The Company recognized membership revenue on a monthly basis. Enrollment in the wellness maintenance program can occur at any time during the month and can be dis-enrolled at any time. Starting in June 2021, the Company introduced BackSpace and began offering outpatient chiropractic and spinal care services as well as memberships services in Walmart retail locations. The fees for such services were paid and recognized as incurred. Starting in September 2022, the Company introduced hormone replacement therapy “HRT” and medical weight loss programs. The Company recognized HRT and medical weight loss revenue as the services are provided. Other management service fees are derived from management services where the Company provided billings and collections support to the clinics and where management services were provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through a LLC. The PC is consolidated due to control by contract (an “MSA” – Management Services Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. The company recognized other management service revenue in the period in which services were rendered. These revenues are earned by IMAC Nashville, IMAC Management, IMAC Illinois, IMAC Florida, IMAC Louisiana and the Back Space and are eliminated in consolidation to the extent owned. |
Patient Deposits | Patient Deposits Patient deposits were derived from patient payments in advance of services delivered. Our service lines included traditional and regenerative medicine. Regenerative medicine procedures are rarely paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds were accounted for as patient deposits until the procedures were performed at which point the patient deposit was recognized as patient service revenue. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short-term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. |
Variable Interest Entities | Variable Interest Entities Certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medical care by exercising control over clinical decisions by doctors. In states which prohibit the corporate practice of medicine, the Company entered into long-term management agreements with professional corporations (“PCs”) that are owned by licensed doctors, which, in turn employ or contract with doctors who provide professional care in its clinics. Under these management agreements with PCs, the Company provided, on an exclusive basis, all non-clinical services of the practice. The consolidated financial statements include the accounts of variable interest entities (“VIE”) in which the Company is the primary beneficiary under the provisions of the FASB Accounting Standards Codification 810, “ Consolidation The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying consolidated balance sheets as of December 31, 2023 and 2022, were approximately ($ 3.9 1.8 0.2 0.5 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s consolidated financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. |
Allowance for Contractual, Other Discounts and Doubtful Accounts | Allowance for Contractual, Other Discounts and Doubtful Accounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, “Financial Instruments – Credit Losses.” This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. As a result, the Company changed its accounting policy for allowance for doubtful accounts using an expected losses model rather than using incurred losses. The new model is based on the credit losses expected to arise over the life of the asset based on the Company’s expectations as of the balance sheet date through analyzing historical customer data as well as taking into consideration current economic trends. As a smaller reporting Company pursuant to Rule 12b-2 of the Securities Exchange Act of 1934, as amended, these changes became effective for the Company on January 1, 2023. The adoption of ASU 2016-13 did not have a material financial impact on the Company’s consolidated financial statements. The roll forward of the allowance for doubtful accounts for the year ended December 31, 2023 and 2022 was as follows: Schedule of Allowance for Doubtful Accounts December 31, 2023 December 31, 2022 Beginning balance $ 163,479 $ 80,979 Bad debt expense 431,671 82,500 Write-offs (155,852 ) - Ending balance $ 439,298 * $ 163,479 * * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Note Receivable | Note Receivable Note Receivable is a subordinated promissory note and a convertible promissory note that the Company’s merger partner, Theralink Technologies, Inc. (“THER”) entered into during July of 2023 and August of 2023, respectively. Each note is due to be repaid within one year and contains interest compounding at 6.0 0.00313 3.0 0.7 2.3 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets are computed using the straight-line method over the estimated useful lives and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. |
Intangible Assets | Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, generally the contract term. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. The Company records an impairment loss when the carrying amount of the asset is not recoverable and exceeds its fair value. An impairment loss of $ 0.06 0.06 0.27 0.613 0.24 34,000 2,128,000 1,672,000 1,000 0.12 0.03 |
Goodwill | Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The Company operates under one reporting unit. The quantitative impairment test involves the comparison of the fair value of the reporting unit to the Company’s carrying value. The Company calculates the fair value of each reporting unit using either (i) a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount or (ii) a market approach. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized in the amount of the excess. The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2022 the Company elected not to perform a qualitative impairment test and instead went straight to a quantitative assessment. As a result, the Company concluded that it was more-likely-than-not that the carrying value would be greater than the estimated fair value as of December 31, 2022. In addition, given the lack of viable long-term solvency it was determined that it was appropriate to fully impair goodwill. A goodwill impairment loss of $ 4.5 million was recorded as of December 31, 2022. |
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment, operating lease assets and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Some of the events or changes in circumstances that would trigger an impairment test include, but are not limited to: ● the Company’s expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as “Held for Sale”; ● significant changes in the Company’s stock price per share; ● significant negative industry or economic trends. |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was approximately $ 7,732 and $ 74,011 * for the years ended December 31, 2023 and 2022, respectively. * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the year, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Dilutive shares not included in the computation of dilutive loss per share because the effect would be anti-dilutive due to the Company’s net loss were as follows: Schedule of Net Loss Per Share December 31, 2023 2022 Stock options 1,312 11,216 RSUs - 24,029 Warrants 2,474,284 398,582 Preferred shares B-1 1,437,500 - Preferred shares B-2 1,035,326 - Net loss 4,948,422 433,827 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are required to be reduced by a valuation allowance to the extent that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement | Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement 2023 2022 December 31, 2023 2022 Assets Accounts receivable, net $ - $ 2,881,239 Other current assets 1,028 176,265 Property and equipment, net 762 1,579,327 Intangible assets, net - 1,121,707 Other assets 95,040 3,920,839 Net assets from discontinued operations $ 96,830 $ 9,679,377 Liabilities Accounts payable and accrued expenses $ 860,221 $ 1,134,099 Patient deposits - 241,666 Other current liabilities 108,088 1,439,571 Other liabilities 344,402 2,716,519 Net liabilities from discontinued operations $ 1,312,711 $ 5,531,855 The following table shows the results of loss from discontinued operations: 2023 2022 December 31, 2023 2022 Patient revenues, net $ 5,197,352 $ 16,186,256 Operating expenses 6,498,928 18,710,263 Other expenses 1,641,651 3,957,812 Total costs and expenses 8,140,579 22,668,075 Loss from discontinued operations, net of income taxes $ (2,943,227 ) $ (6,481,819 ) |
Schedule of Allowance for Doubtful Accounts | The roll forward of the allowance for doubtful accounts for the year ended December 31, 2023 and 2022 was as follows: Schedule of Allowance for Doubtful Accounts December 31, 2023 December 31, 2022 Beginning balance $ 163,479 $ 80,979 Bad debt expense 431,671 82,500 Write-offs (155,852 ) - Ending balance $ 439,298 * $ 163,479 * * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Schedule of Net Loss Per Share | Schedule of Net Loss Per Share December 31, 2023 2022 Stock options 1,312 11,216 RSUs - 24,029 Warrants 2,474,284 398,582 Preferred shares B-1 1,437,500 - Preferred shares B-2 1,035,326 - Net loss 4,948,422 433,827 |
Concentration of Credit Risks (
Concentration of Credit Risks (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | As of December 31, 2023 and 2022, the Company had discontinued operations revenue and accounts receivable concentration related to payments from Medicare as outlined in the table below: Schedule of Concentration Risk 2023 2022 % of % of % of % of Medicare payments 24 % 0 % 32 % 18 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following at December 31: Schedule of Accounts Receivable 2023 * 2022 * Accounts receivable, net of contractual adjustments $ 439,298 $ 3,044,718 Less: allowance for doubtful accounts (439,298 ) (163,479 ) Accounts receivable, net $ - $ 2,881,239 * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31: Schedule of Property and Equipment Estimated Useful Life in Years 2023 * 2022 * Leasehold improvements Shorter of asset or lease term $ - $ 2,233,603 Equipment 1.5 10 762 2,820,166 Total property and equipment 762 5,053,769 Less: accumulated depreciation - (3,476,977 ) Property and equipment, excluding construction in progress 762 1,576,792 Construction in progress - 7,922 Total property and equipment, net $ 762 $ 1,584,714 Depreciation was $ 282,458 867,364 * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The Company’s intangible assets and goodwill consisted of the following at December 31, 2023 and 2022: Schedule of Intangible Assets and Goodwill December 31, 2023 Estimated Accumulated Useful Life Cost Impairment Net Intangible assets: Management service agreements 10 $ - $ - $ - Non-compete agreements 3 - - - Intellectual property agreements 2 - - - Brand development 15 - - - Definite lived assets - - - Research and development - - - Goodwill - - - Total intangible assets and goodwill $ - $ - $ - December 31, 2022* Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (6,939,916 ) $ 1,000,482 Non-compete agreements 3 391,000 (359,125 ) 31,875 Customer lists 3 77,000 (48,125 ) 28,875 Brand development 15 69,071 (8,596 ) 60,475 Definite lived assets 8,477,469 (7,355,762 ) 1,121,707 Research and development 243,750 - 243,750 Goodwill 4,499,796 (4,499,796 ) - Total intangible assets and goodwill $ 13,221,015 $ (11,855,558 ) $ 1,365,457 * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases | |
Schedule of Operating Lease Cost | Individual components of the total lease cost incurred by the Company is as follows: Schedule of Operating Lease Cost Year Ended December 31, Year Ended December 31, Operating lease expense $ 933,085 $ 1,622,466 |
Schedule of Future Minimum Lease Payments | The amount of future minimum lease payments under operating are as follows: Schedule of Future Minimum Lease Payments Operating Undiscounted future minimum lease payments: 2024 $ 134,567 2025 138,104 2026 95,171 2027 73,823 2028 73,823 Thereafter 7,868 Total 523,356 Amount representing imputed interest (72,591 ) Total operating lease liability 450,765 Current portion of operating lease liability (106,363 ) Operating lease liability, non-current $ 344,402 * * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Set forth below is a summary of the Company’s outstanding debt as of December 31, 2023 and December 31, 2022: Schedule of Notes Payable December 31, December 31, 2023 2022 * Note payable to a financial institution in the amount of $ 200,000 66 consecutive monthly installments 2,652 5% 60,000 May 15, 2023 $ - $ 13,093 Note payable to a financial institution in the amount of $ 131,400 120 monthly installments 1,394 5% July 1, 2026 - 54,763 $ 112,800 60 monthly installments 2,129 5% June 1, 2024 - 36,840 Note payable to a financial institution in the amount of $ 140,000 36 consecutive monthly installments 4,225 5.39% September 19, 2022 - - Note payable in the amount of $ 2,690,000 April 29, 2022 7% - - Notes payable - 104,696 Less: current portion: - (51,657 ) Notes payable, net of current portion $ - $ 53,039 * As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | The information below summarizes the stock options: Schedule of Stock Option Activity Number of Weighted Average Weighted Outstanding at December 31, 2021 12,235 $ 96.90 3.58 Granted - - - Exercised - - - Cancelled (1,020 ) 97.80 1.65 Outstanding at December 31, 2022 11,216 $ 96.90 3.75 Granted - - - Exercised - - - Cancelled (9,904 ) 92.40 2.77 Outstanding at December 31, 2023 1,312 $ 118.33 1.35 |
Schedule of Restricted Stock Units | Schedule of Restricted Stock Units Number of Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 8,692 $ 60.06 Granted 30,400 15.3 Vested (14,896 ) 28.8 Cancelled (167 ) 13.2 Outstanding at December 31, 2022 24,029 $ 23.4 Granted 10,000 4.29 Vested (10,000 ) 4.29 Cancelled (24,029 ) 23.4 Outstanding at December 31, 2023 - $ - |
SCHEDULE OF WARRANTS | SCHEDULE OF WARRANTS Number of Warrants Weighted Average Exercise Price Per Share December 31, 2021 54,284 $ 150.00 Granted 344,298 28.50 December 31, 2022 398,582 45.05 Granted 2,075,702 1.84 December 31, 2023 2,474,284 $ 8.80 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefits | Schedule of Components of Income Tax Benefits December 31, December 31, Current income tax expense (refund) – federal $ - $ - Current income tax expense (refund) – state - - Total current income tax expense (refund) - - Deferred income tax expense (benefit) – federal - - Deferred income tax expense (benefit) – state - - Total deferred income tax expense (benefit) - - Total provision for income taxes $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31, 2023 and 2022 are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, December 31, Deferred tax assets: Reserves & allowances $ 108,584 $ 20,738 Charitable contribution carry-forward 2,895 3,000 Net operating loss carry-forward – federal 9,524,275 7,778,105 Net operating loss carry-forward – state 2,194,071 2,294,317 Amortization 2,014,677 2,029,833 Non-qualified stock options 430,577 459,093 Total deferred tax assets $ 14,275,079 $ 12,585,086 Deferred tax liabilities: Depreciation $ (2,813 ) $ (2,914 ) Amortization - - Total deferred tax liabilities $ (2,813 ) $ (2,914 ) Less valuation allowance (14,272,266 ) (12,582,172 ) Total net deferred tax assets $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the income tax (benefit) to the U.S. federal statutory income tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31, December 31, Federal statutory income tax 21.00 % 21.00 % Permanent differences 0.00 % (0.01 )% Change in Tax Credits 0.00 % 0.00 % Change in Tax Rate 0.00 % 0.00 % Change in valuation allowance (23.23 )% (25.20 )% State income taxes, net of federal benefit 3.72 % 4.61 % Prior year adjustments (1.49 )% (0.40 % Total 0.00 % 0.00 % |
Schedule of Discontinued Operat
Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Accounts receivable, net | $ 2,881,239 | |
Other current assets | 1,028 | 176,265 |
Property and equipment, net | 762 | 1,579,327 |
Intangible assets, net | 1,121,707 | |
Other assets | 95,040 | 3,920,839 |
Net assets from discontinued operations | 96,830 | 9,679,377 |
Accounts payable and accrued expenses | 860,221 | 1,134,099 |
Patient deposits | 241,666 | |
Other current liabilities | 108,088 | 1,439,571 |
Other liabilities | 344,402 | 2,716,519 |
Net liabilities from discontinued operations | 1,312,711 | 5,531,855 |
Patient revenues, net | 5,197,352 | 16,186,256 |
Operating expenses | 6,498,928 | 18,710,263 |
Other expenses | 1,641,651 | 3,957,812 |
Total costs and expenses | 8,140,579 | 22,668,075 |
Loss from discontinued operations, net of income taxes | $ (2,943,227) | $ (6,481,819) |
Schedule of Allowance for Doubt
Schedule of Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Accounting Policies [Abstract] | ||||
Beginning balance | $ 163,479 | [1] | $ 80,979 | |
Bad debt expense | 431,671 | 82,500 | ||
Write-offs | (155,852) | |||
Ending balance | [1] | $ 439,298 | $ 163,479 | |
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Schedule of Net Loss Per Share
Schedule of Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | $ 4,948,422 | $ 433,827 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | 1,312 | 11,216 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | 24,029 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | 2,474,284 | 398,582 |
Preferred Stock B1 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | 1,437,500 | |
Preferred Stock B2 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | $ 1,035,326 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2023 | Oct. 31, 2023 | Apr. 30, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |||
Assets | $ 1,144,119 | $ 11,081,606 | $ 1,144,119 | $ 11,081,606 | |||||||||
Liabilities | 1,896,766 | 6,430,350 | 1,896,766 | 6,430,350 | |||||||||
Cash equivalents | $ 0 | 0 | $ 0 | 0 | |||||||||
Interest rate | 6% | 6% | |||||||||||
Fixed price | $ 0.00313 | $ 0.00313 | |||||||||||
Debt current | $ 3,000,000 | $ 3,000,000 | |||||||||||
Accrued liabilities | 700,000 | 700,000 | |||||||||||
Impairment of intangible assets | 240,000 | $ 613,000 | $ 270,000 | $ 60,000 | $ 60,000 | 3,519,322 | 8,333,687 | ||||||
Intangible assets carrying amount | 1,365,457 | [1] | 1,365,457 | [1] | $ 34,000 | ||||||||
Impairment loss | 120,000 | 30,000 | |||||||||||
Goodwill, Impairment Loss | 1,200,000 | 4,500,000 | |||||||||||
Marketing and Advertising Expense | 7,732 | 74,011 | [2] | ||||||||||
IMAC Illinois MSA [Member] | |||||||||||||
Impairment loss | $ 2,128,000 | $ 2,128,000 | |||||||||||
IMAC Kentucky MSA [Member] | |||||||||||||
Impairment loss | $ 1,672,000 | $ 1,672,000 | |||||||||||
IMAC Florida MSA [Member] | |||||||||||||
Impairment loss | 1,000 | ||||||||||||
Accounting Standards Update 2016-13 [Member] | |||||||||||||
Impairment of intangible assets | 2,300,000 | ||||||||||||
Variable Interest Entities [Member] | |||||||||||||
Assets | 3,900,000 | 1,800,000 | 3,900,000 | 1,800,000 | |||||||||
Liabilities | $ 200,000 | $ 500,000 | $ 200,000 | $ 500,000 | |||||||||
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.[2]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Capital Requirements, Liquidi_2
Capital Requirements, Liquidity and Going Concern Considerations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
[custom:WorkingCapital-0] | $ 800,000 | |
Net Income (Loss) Attributable to Parent | 9,418,585 | $ 18,312,806 |
Net cash provided by used in operating activities | $ 2,790,151 | $ 10,294,468 |
Schedule of Concentration Risk
Schedule of Concentration Risk (Details) - Medicare Payments [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 24% | 32% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 0% | 18% |
Concentration of Credit Risks_2
Concentration of Credit Risks (Details Narrative) | Dec. 31, 2023 USD ($) |
Risks and Uncertainties [Abstract] | |
Cash FDIC isured amount | $ 250,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Receivables [Abstract] | ||||||
Accounts receivable, net of contractual adjustments | [1] | $ 439,298 | $ 3,044,718 | |||
Less: allowance for doubtful accounts | (439,298) | [2] | (163,479) | [2] | $ (80,979) | |
Accounts receivable, net | [1] | $ 2,881,239 | ||||
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.[2]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | [1] | $ 762 | $ 5,053,769 |
Less: accumulated depreciation | [1] | (3,476,977) | |
Property and equipment, excluding construction in progress | [1] | 762 | 1,576,792 |
Construction in progress | [1] | 7,922 | |
Total property and equipment, net | [1] | 762 | 1,584,714 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | [1] | 2,233,603 | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Shorter of Lease Term or Asset Utility [Member] | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | [1] | $ 762 | $ 2,820,166 |
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 1 year 6 months | ||
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | ||
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Property, Plant and Equipment [Abstract] | |||
Depreciation | [1] | $ 282,458 | $ 867,364 |
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Schedule of Intangible Assets a
Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Definite lived assets, cost | $ 8,477,469 | [1] | |||
Definite lived assets, accumulated amortization | (7,355,762) | [1] | |||
Definite lived assets, net | 1,121,707 | [1] | |||
Indefinite lived assets, net | 243,750 | ||||
Goodwill, cost | 4,499,796 | [1] | |||
Goodwill, accumulated amortization | (4,499,796) | [1] | |||
Goodwill, net | [1] | ||||
Total intangible assets and goodwill, cost | 13,221,015 | [1] | |||
Total intangible assets and goodwill, accumulated amortization | (11,855,558) | [1] | |||
Total intangible assets and goodwill, net | $ 1,365,457 | [1] | $ 34,000 | ||
Intellectual Property Agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, estimated useful life | 2 years | ||||
Definite lived assets, cost | |||||
Definite lived assets, accumulated amortization | |||||
Definite lived assets, net | |||||
Brand Development [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, estimated useful life | 15 years | 15 years | [1] | ||
Definite lived assets, cost | $ 69,071 | [1] | |||
Definite lived assets, accumulated amortization | (8,596) | [1] | |||
Definite lived assets, net | 60,475 | [1] | |||
Research and Development Expense [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite lived assets, cost | 243,750 | [1] | |||
Indefinite lived assets, net | $ 243,750 | [1] | |||
Customer Lists [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, estimated useful life | [1] | 3 years | |||
Definite lived assets, cost | [1] | $ 77,000 | |||
Definite lived assets, accumulated amortization | [1] | (48,125) | |||
Definite lived assets, net | [1] | $ 28,875 | |||
Management Service Agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, estimated useful life | 10 years | 10 years | [1] | ||
Definite lived assets, cost | $ 7,940,398 | [1] | |||
Definite lived assets, accumulated amortization | (6,939,916) | [1] | |||
Definite lived assets, net | $ 1,000,482 | [1] | |||
Noncompete Agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, estimated useful life | 3 years | 3 years | [1] | ||
Definite lived assets, cost | $ 391,000 | [1] | |||
Definite lived assets, accumulated amortization | (359,125) | [1] | |||
Definite lived assets, net | $ 31,875 | [1] | |||
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Sep. 30, 2022 | Sep. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | Apr. 01, 2023 | Mar. 31, 2022 | ||
Impairment loss | $ 120,000 | $ 30,000 | |||||||||
Intangible assets carrying amount | 1,365,457 | [1] | $ 34,000 | ||||||||
Goodwill impairment loss | 1,200,000 | 4,500,000 | |||||||||
Amortization of intangible assets | 121,135 | $ 759,250 | [2] | ||||||||
Investigational New Drug [Member] | |||||||||||
Intangible assets carrying amount | $ 244,000 | ||||||||||
KENTUCKY | |||||||||||
Intangible assets carrying amount | $ 614,000 | ||||||||||
FLORIDA | |||||||||||
Impairment loss | $ 34,000 | ||||||||||
Louisiana Market [Member] | |||||||||||
Impairment loss | $ 61,000 | ||||||||||
Back Space Retail Clinics [Member] | |||||||||||
Impairment loss | $ 60,000 | ||||||||||
Ricardo Knight [Member] | |||||||||||
Intangible assets carrying amount | $ 265,000 | ||||||||||
IMAC Illinois MSA [Member] | |||||||||||
Impairment loss | $ 2,128,000 | $ 2,128,000 | |||||||||
IMAC Kentucky MSA [Member] | |||||||||||
Impairment loss | $ 1,672,000 | $ 1,672,000 | |||||||||
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.[2]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Schedule of Operating Lease Cos
Schedule of Operating Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Leases | ||
Operating lease expense | $ 933,085 | $ 1,622,466 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2023 USD ($) | |
Operating Leases | ||
2024 | $ 134,567 | |
2025 | 138,104 | |
2026 | 95,171 | |
2027 | 73,823 | |
2028 | 73,823 | |
Thereafter | 7,868 | |
Total | 523,356 | |
Amount representing imputed interest | (72,591) | |
Total operating lease liability | 450,765 | |
Current portion of operating lease liability | (106,363) | |
Operating lease liability, non-current | $ 344,402 | [1] |
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | [1] | Oct. 29, 2022 | Sep. 25, 2019 | Mar. 01, 2019 | Nov. 15, 2017 | Aug. 01, 2016 |
Short-Term Debt [Line Items] | ||||||||
Notes payable | $ 104,696 | |||||||
Less: current portion: | (51,657) | |||||||
Notes payable, net of current portion | 53,039 | |||||||
Notes Payable One [Member] | Financial Institution [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | 13,093 | $ 200,000 | ||||||
Notes Payable Two [Member] | Financial Institution [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | 54,763 | $ 131,400 | ||||||
Notes Payable Three [Member] | Advantage Therapy, LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | 36,840 | $ 112,800 | ||||||
Notes Payable Four [Member] | Financial Institution [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | $ 140,000 | |||||||
Notes Payable Five [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | $ 2,690,000 | |||||||
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Oct. 29, 2022 | Sep. 25, 2019 | Mar. 01, 2019 | Nov. 15, 2017 | Aug. 01, 2016 | Dec. 31, 2023 | Dec. 31, 2022 | [1] |
Short-Term Debt [Line Items] | ||||||||
Notes payable | $ 104,696 | |||||||
Notes payable, interest rate | 6% | |||||||
Notes Payable Five [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | $ 2,690,000 | |||||||
Notes payable, interest rate | 7% | |||||||
Notes payable, maturity date | Apr. 29, 2022 | |||||||
Financial Institution [Member] | Notes Payable One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | $ 200,000 | 13,093 | ||||||
Notes payable, frequency of payment, description | 66 consecutive monthly installments | |||||||
Notes payable, periodic payments | $ 2,652 | |||||||
Notes payable, interest rate | 5% | |||||||
Notes payable, balloon payment to be paid | $ 60,000 | |||||||
Notes payable, maturity date | May 15, 2023 | |||||||
Financial Institution [Member] | Notes Payable Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | $ 131,400 | 54,763 | ||||||
Notes payable, frequency of payment, description | 120 monthly installments | |||||||
Notes payable, periodic payments | $ 1,394 | |||||||
Notes payable, interest rate | 5% | |||||||
Notes payable, maturity date | Jul. 01, 2026 | |||||||
Financial Institution [Member] | Notes Payable Four [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | $ 140,000 | |||||||
Notes payable, frequency of payment, description | 36 consecutive monthly installments | |||||||
Notes payable, periodic payments | $ 4,225 | |||||||
Notes payable, interest rate | 5.39% | |||||||
Notes payable, maturity date | Sep. 19, 2022 | |||||||
Advantage Therapy, LLC [Member] | Notes Payable Three [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable | $ 112,800 | $ 36,840 | ||||||
Notes payable, frequency of payment, description | 60 monthly installments | |||||||
Notes payable, periodic payments | $ 2,129 | |||||||
Notes payable, interest rate | 5% | |||||||
Notes payable, maturity date | Jun. 01, 2024 | |||||||
[1]As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount. |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Number of Shares Outstanding, Beginning balance | 11,216 | 12,235 | |
Weighted Average Exercise Price Outstanding, beginning balance | $ 96.90 | $ 96.90 | |
Weighted Average Remaining Contractual Life beginning | 1 year 4 months 6 days | 3 years 9 months | 3 years 6 months 29 days |
Number of Shares Outstanding, Cancelled | (9,904) | (1,020) | |
Weighted Average Exercise Price Outstanding, Cancelled | $ 92.40 | $ 97.80 | |
Weighted Average Remaining Contractual Life, Cancelled | 2 years 9 months 7 days | 1 year 7 months 24 days | |
Number of Shares Outstanding, Ending balance | 1,312 | 11,216 | 12,235 |
Weighted Average Exercise Price Outstanding, Ending balance | $ 118.33 | $ 96.90 | $ 96.90 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Shares Outstanding, Beginning balance | 24,029 | 8,692 |
Weighted Average Grant Date Fair Value, beginning balance | $ 23.4 | $ 60.06 |
Number of Shares Outstanding, Beginning balance | 10,000 | 30,400 |
Weighted Average Grant Date Fair Value, Granted | $ 4.29 | $ 15.3 |
Number of Shares Outstanding, Beginning balance | (10,000) | (14,896) |
Weighted Average Grant Date Fair Value, Vested | $ 4.29 | $ 28.8 |
Number of Shares Outstanding, Beginning balance | (24,029) | (167) |
Weighted Average Grant Date Fair Value, Cancelled | $ 23.4 | $ 13.2 |
Number of Shares Outstanding, Beginning balance | 24,029 | |
Weighted Average Grant Date Fair Value, Ending balance | $ 23.4 |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of warrants outstanding beginning | 398,582 | 54,284 |
Weighted average exercise price per share outstanding beginning | $ 45.05 | $ 150 |
Number of warrants granted | 2,075,702 | 344,298 |
Weighted average exercise price per share granted | $ 1.84 | $ 28.50 |
Number of warrants outstanding ending | 2,474,284 | 398,582 |
Weighted average exercise price per share outstanding ending | $ 8.80 | $ 45.05 |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||||
Dec. 20, 2023 | Sep. 07, 2023 | Jul. 25, 2023 | May 19, 2023 | Oct. 15, 2022 | Aug. 16, 2022 | Feb. 21, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 27, 2023 | Jul. 31, 2023 | Jan. 31, 2023 | Aug. 31, 2022 | Jul. 06, 2022 | Jul. 05, 2022 | May 31, 2018 | |
Class of Stock [Line Items] | ||||||||||||||||
Reverse stock split | 30-for-1 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Number of shares granted | 10,000 | 30,400 | ||||||||||||||
Fair value of grant date stock price | $ 42,900 | |||||||||||||||
Preferred Stock, stated value | $ 0.001 | $ 0.001 | ||||||||||||||
Proceeds from issuance of stock | $ 4,045,000 | |||||||||||||||
Common stock, shares authorized | 2,000,000 | 2,000,000 | 60,000,000 | 30,000 | ||||||||||||
Common stock, shares issued | 1,148,321 | 1,100,592 | 2,725 | |||||||||||||
Cash | $ 16,650 | |||||||||||||||
Common Stock, Value, Issued | $ 1,149 | $ 1,098 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 2,725 | 223,904 | ||||||||||||||
Issuance of warrants | 344,298 | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of warrants | 2,075,702 | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of warrants | 2,075,702 | |||||||||||||||
Proceeds from issuance of stock | $ 4,300,000 | |||||||||||||||
Convertible preferred stock conversion price | $ 3.276 | |||||||||||||||
Warrants exercise price | $ 3.276 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Securities Purchase Agreement [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 2,500 | |||||||||||||||
Preferred Stock, stated value | $ 1,000 | |||||||||||||||
Dividend percentage | 12% | |||||||||||||||
Number of shares converted | 763,126 | |||||||||||||||
Proceeds from offering | $ 3,000,000 | |||||||||||||||
Dividends | $ 130,000 | |||||||||||||||
Securities Purchase Agreement [Member] | Series A-2 Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 1,800 | |||||||||||||||
Preferred Stock, stated value | $ 1,000 | |||||||||||||||
Number of shares converted | 549,451 | |||||||||||||||
Letter Agreement [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible preferred stock | $ 250,000 | |||||||||||||||
Offering expenses | $ 25,000 | |||||||||||||||
Letter Agreement [Member] | Series B One And B Two Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible preferred stock conversion price | $ 1.84 | |||||||||||||||
Letter Agreement [Member] | Series B One Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible preferred stock conversion of shares | 1,437,500 | |||||||||||||||
Letter Agreement [Member] | Series B Two Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible preferred stock conversion of shares | 1,035,326 | |||||||||||||||
Executive [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares granted | 3,333 | |||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, par value | $ 4.29 | |||||||||||||||
Common stock, shares issued | 10,000 | |||||||||||||||
Common Stock, Value, Issued | $ 42,900 | |||||||||||||||
Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares granted | 10,000 | 10,000 | ||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 172,149 | |||||||||||||||
Warrants exercise price | $ 28.5 | |||||||||||||||
Share price | $ 22.80 | |||||||||||||||
Warrants to purchase common shares | 172,149 | |||||||||||||||
Proceeds from issuance of warrant | $ 3,900,000 | |||||||||||||||
Non-qualified Stock Options [Member] | Various Employees [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Vesting period | 4 years | |||||||||||||||
vesting percentage | 25% | |||||||||||||||
Remaining vesting percentage | 75% | |||||||||||||||
2018 Incentive Compensation Plan Member [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock reserved for future issuance | 2,000,000 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contribution | $ 39,192 | $ 134,534 |
401(k) Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions description | the Company is required to make matching contributions of 100% up to 3% and 50% of the next 2% of total compensation for those employees making salary deferrals |
Schedule of Components of Incom
Schedule of Components of Income Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense (refund) – federal | ||
Current income tax expense (refund) – state | ||
Total current income tax expense (refund) | ||
Deferred income tax expense (benefit) – federal | ||
Deferred income tax expense (benefit) – state | ||
Total deferred income tax expense (benefit) | ||
Total provision for income taxes |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Reserves & allowances | $ 108,584 | $ 20,738 |
Charitable contribution carry-forward | 2,895 | 3,000 |
Net operating loss carry-forward – federal | 9,524,275 | 7,778,105 |
Net operating loss carry-forward – state | 2,194,071 | 2,294,317 |
Amortization | 2,014,677 | 2,029,833 |
Non-qualified stock options | 430,577 | 459,093 |
Total deferred tax assets | 14,275,079 | 12,585,086 |
Deferred tax liabilities: | ||
Depreciation | (2,813) | (2,914) |
Amortization | ||
Total deferred tax liabilities | (2,813) | (2,914) |
Less valuation allowance | (14,272,266) | (12,582,172) |
Total net deferred tax assets |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax | 21% | 21% |
Permanent differences | 0% | (0.01%) |
Change in Tax Credits | 0% | 0% |
Change in Tax Rate | 0% | 0% |
Change in valuation allowance | (23.23%) | (25.20%) |
State income taxes, net of federal benefit | 3.72% | 4.61% |
Prior year adjustments | (1.49%) | (0.40%) |
Total | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | ||
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 45.3 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 46.6 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May 17, 2022 | Oct. 21, 2021 | Apr. 15, 2021 | Dec. 31, 2023 | Jun. 30, 2023 | May 27, 2022 | Dec. 31, 2021 | Jun. 03, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Aggregate appealing amount | $ 25,000 | |||||||
Covent Bridge Group [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Accounts receivable | 90,000 | |||||||
Contractor [Member] | Covent Bridge Group [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Overpaid amount | $ 10,420.22 | $ 2,716,056.33 | $ 2,921,868 | |||||
Statistical extrapolation | $ 6,791.33 | $ 11,530 | ||||||
Accounts payable | $ 481,666 | $ 2,709,265 | $ 2,918,472 | |||||
Actual overpayment amount | $ 5,327.73 | |||||||
Accounts receivable | $ 138,000 | $ 100,000 | ||||||
Contractor [Member] | Covent Bridge Group [Member] | Advantage Therapy [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Overpaid amount | $ 492,086.22 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||||
Apr. 11, 2024 | Apr. 10, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 12, 2024 | Jul. 25, 2023 | |
Subsequent Event [Line Items] | ||||||
Convertible Preferred Stock, par value | $ 0.001 | $ 0.001 | ||||
Convertible preferred value | $ 4,045,001 | |||||
Cash proceeds from common stock | $ 16,650 | $ 4,472,219 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Interest rate | 6% | |||||
Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Exercise price | $ 3.276 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Liquidation preference, description | (A) 110% of the sum of the stated value of the share plus any amount owed to the holder by the Company in connection with the share, including all declared and unpaid dividends thereon, on the date of such payment and (B) the amount per share such holders would receive if such shares had been converted into Common Stock immediately prior to the date of such payment; provided, however that if the funds available for such payment to the holders of Series C-1 Preferred Stock, the Series C-2 Preferred Stock, and any other capital stock of the Company ranking on par with them for liquidation purposes are insufficient, all such holders shall be paid proportionally to their holdings out of available funds. | |||||
Subsequent Event [Member] | Theralink Credit Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Borrowings | $ 1,000,000 | |||||
Initial borrowings | $ 350,000 | |||||
Maturity date | Oct. 12, 2024 | |||||
Interest rate | 9% | |||||
Accrued interest percentage | 11% | |||||
Subsequent Event [Member] | Series B 1 Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible Preferred Stock, par value | $ 0.001 | |||||
Subsequent Event [Member] | Series B 2 Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible Preferred Stock, par value | $ 0.001 | |||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Exchange Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible preferred shares | 4,550 | |||||
Conversion price | $ 1.84 | |||||
Subsequent Event [Member] | Series C 1 Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, shares authorized | 4,750 | |||||
Subsequent Event [Member] | Series C 1 Convertible Preferred Stock [Member] | Exchange Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible Preferred Stock, par value | $ 0.001 | |||||
Convertible preferred shares | 4,750 | |||||
Conversion price | $ 2.561 | |||||
Exercise price | $ 1.84 | |||||
Subsequent Event [Member] | Series C 1 Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Exercise price | $ 2.561 | |||||
Convertible preferred value | $ 1,276,000 | |||||
Subsequent Event [Member] | Series C 2 Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, shares authorized | 5,376 | |||||
Subsequent Event [Member] | Series C 2 Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible preferred shares | 1,276 | |||||
Share price | $ 1,000 | |||||
Cash proceeds from common stock | $ 900,000 | |||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, stated value | $ 1,000 | |||||
Conversion price | $ 2.561 | |||||
Floor price | 0.5122 | |||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share price | $ 0.561 | |||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible preferred value | $ 498,243 |