IMAC (BACK) 10-Q 17 Jan 25 2024 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Jan. 16, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,029,864
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 195,511	$ 221,511
Accounts receivable, net	41,700
Prepaid expenses and other current assets	273,527	94,711
Note receivable, net		731,067
Assets of discontinued operations		96,830
Total current assets	510,738	1,144,119
Property and equipment, net	956,873
Total assets	1,467,611	1,144,119
Current liabilities:
Accounts payable and accrued expenses	2,273,070	454,055
Dividends payable	1,160,911	130,000
Note payable, net	1,521,081
Liabilities of discontinued operations	1,311,864	1,312,711
Total current liabilities	6,266,926	1,896,766
Commitments and Contingencies – Note 12
Stockholders’ deficit:
Preferred stock - $0.001 par value, 5,000,000 authorized,45,826 Preferred stock at September 30, 2024 and 4,550 at December 31, 2023 issued and outstanding	46	5
Common stock - $0.001 par value, 60,000,000 authorized; 2,013,199 at September 30, 2024 and 1,148,321 at December 31, 2023 issued and outstanding	1,151	1,149
Additional paid-in capital	55,133,084	55,184,524
Accumulated deficit	(59,933,596)	(55,938,325)
Total stockholders’ deficit	(4,799,315)	(752,647)
Total liabilities and stockholders’ deficit	$ 1,467,611	$ 1,144,119

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	45,826	4,550
Preferred stock, shares outstanding	45,826	4,550
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	2,013,199	1,148,321
Common stock, shares outstanding	2,013,199	1,148,321

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues, net	$ 56,300		$ 72,050
Cost of revenues	122,077		194,079
Gross profit	(65,777)		(122,029)
Operating expenses:
General and administrative	1,930,314	996,592	3,684,636	3,128,536
Loss on disposal or impairment of assets		2,266,852		2,568,608
Total operating expenses	1,930,314	3,263,444	3,684,636	5,697,144
Operating loss	(1,996,091)	(3,263,444)	(3,806,665)	(5,697,144)
Other income (expense):
Interest income	1,453	27,027	2,448	27,030
Interest expense	(106,636)	(71,050)	(159,062)	(93,113)
Total other income (expenses)	(105,183)	(44,023)	(156,614)	(66,083)
Net loss before income taxes	(2,101,274)	(3,307,467)	(3,963,279)	(5,763,227)
Income taxes
Net loss from continuing operations	(2,101,274)	(3,307,467)	(3,963,279)	(5,763,227)
Net income (loss) from discontinued operations	(103,374)	449,796	(31,992)	(2,196,405)
Net loss	(2,204,648)	(2,857,671)	(3,995,271)	(7,959,631)
Preferred dividends	(433,430)	(55,000)	(1,160,911)	(55,000)
Net loss available to common stockholders	$ (2,638,078)	$ (2,912,671)	$ (5,156,182)	$ (8,014,631)
Net loss per share from continuing operations - Basic	$ (1.33)	$ (3.04)	$ (3.62)	$ (5.28)
Net loss per share from continuing operations - Diluted	(1.33)	(3.04)	(3.62)	(5.28)
Income (Loss) per share from discontinued operations basic	0.05	0.41	(0.02)	(2)
Income (Loss) per share from discontinued operations diluted	0.05	0.41	(0.02)	(2)
Net loss per share - Basic	(1.38)	(2.63)	(3.64)	(7.28)
Net loss per share - Diluted	$ (1.38)	$ (2.63)	$ (3.64)	$ (7.28)
Weighted average common shares outstanding
Basic	1,909,588	1,107,134	1,414,912	1,102,738
Diluted	1,909,588	1,107,134	1,414,912	1,102,738

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022		$ 1,098	$ 51,169,898	$ (46,519,740)	$ 4,651,256
Balance, shares at Dec. 31, 2022		1,097,843
Dividends declared			(55,000)		(55,000)
Share based compensation expense			27,702		27,702
Net loss				(7,959,631)	(7,959,631)
Issuance of preferred stock net of issuance costs	$ 4		4,299,996		4,300,000
Issuance of preferred stock net of issuance costs, shares	4,300
Issuance of common stock		$ 12	64,020		64,032
Issuance of common stock, shares		11,492
Balance at Sep. 30, 2023	$ 4	$ 1,110	55,506,616	(54,479,371)	1,028,359
Balance, shares at Sep. 30, 2023	4,300	1,109,335
Balance at Jun. 30, 2023		$ 1,110	51,261,620	(51,621,700)	(358,970)
Balance, shares at Jun. 30, 2023		1,109,335
Dividends declared			(55,000)		(55,000)
Net loss				(2,857,671)	(2,857,671)
Issuance of preferred stock net of issuance costs	$ 4		4,299,996		4,300,000
Issuance of preferred stock net of issuance costs, shares	4,300
Balance at Sep. 30, 2023	$ 4	$ 1,110	55,506,616	(54,479,371)	1,028,359
Balance, shares at Sep. 30, 2023	4,300	1,109,335
Balance 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
Dividends declared			(1,030,910)		(1,030,910)
Conversion of Series C-1 preferred stock into common shares	$ (2)	$ 2
Conversion of Series C-1 preferred stock into common shares, shares	(2,186)	864,846
Share based compensation expense			3,562		3,562
Net loss				(3,995,271)	(3,995,271)
Issuance of preferred stock net of issuance costs	$ 43		975,908		975,951
Issuance of preferred stock net of issuance costs, shares	43,462
Balance at Sep. 30, 2024	$ 46	$ 1,151	55,133,084	(59,933,596)	(4,799,315)
Balance, shares at Sep. 30, 2024	45,826	2,013,167
Balance at Jun. 30, 2024	$ 47	$ 1,150	55,432,952	(57,728,948)	(2,294,799)
Balance, shares at Jun. 30, 2024	47,126	1,494,272
Dividends declared			(303,430)		(303,430)
Conversion of Series C-1 preferred stock into common shares	$ (1)	$ 1
Conversion of Series C-1 preferred stock into common shares, shares	(1,300)	518,895
Share based compensation expense			3,562		3,562
Net loss				(2,204,648)	(2,204,648)
Balance at Sep. 30, 2024	$ 46	$ 1,151	$ 55,133,084	$ (59,933,596)	$ (4,799,315)
Balance, shares at Sep. 30, 2024	45,826	2,013,167

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (3,995,271)	$ (7,960,429)
Net income (loss) from discontinued operations	(31,992)	(2,196,405)
Net loss from continuing operations	(3,963,279)	(5,764,024)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	86,988	386,847
Interest expense - OID	121,080
Share based compensation, net	3,562	90,569
Loss on disposition or impairment of assets		3,642,799
Bad debt expense (recovery)		61,599
Changes in operating assets and liabilities:
Accounts receivable	(41,700)	1,083,371
Prepaid expenses and other current assets	(115,584)	(2,772)
Security deposits		149,937
Right of use lease liability		(232,014)
Accounts payable and accrued expenses	1,915,698	(60,611)
Patient deposits		(116,452)
Net cash provided (used) in operating activities from continuing operations	(1,993,235)	(760,751)
Net cash provided (used) in operating activities from discontinued operations	(31,992)	(2,196,404)
Net cash used in operating activities	(2,025,227)	(2,957,156)
Cash flows from investing activities:
Proceeds from sale of Chicago		80,000
Proceeds from sale of fixed assets		1,050,000
Note receivable	(375,000)	(3,000,000)
Net cash used in investing activities	(375,000)	(1,870,000)
Cash flows from financing activities:
Proceeds from issuance of common stock		64,032
Proceeds from issuance of preferred stock, net of offering costs	975,951	4,300,000
Payments on notes payable		(60,599)
Proceeds from notes payable	1,400,000
Payments on finance lease obligation	(1,724)	(14,842)
Net cash provided in financing activities	2,374,227	4,288,591
Net increase (decrease) in cash	(26,000)	(538,565)
Cash, beginning of period	221,511	763,211
Cash, end of period	195,511	224,646
Supplemental cash flow information:
Interest paid		96,656
Income tax
Non-cash investing and financial activities:
Preferred stock conversion	2
Accrued dividends	1,161,000	55,000
Settlement of notes receivable in connection with asset purchase agreement	$ 1,083,000

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Description of Business	Note 1 – Description of Business We provide services related to proteomic products that identify and support oncology clinical treatment decisions and biopharmaceutical drug development. Continuing operations The continuing operations of the business are precision medicine in cancer treatment based on activated protein analysis. The Company has acquired laboratory capabilities from Theralink Technologies, Inc, and has the technical capability and intellectual property licenses to engage in clinical testing of breast cancer patients to determine which medications and treatments will be most effective. The Company also engages in collaborations with biopharmaceutical companies to identify drug targets based on activated protein analysis. Drug makers benefit from the application of our technology in target identification, clinical trial design, and clinical trial execution. On August 30, 2024, the Company amended its 2018 Incentive Compensation Plan to increase the number of shares authorized for issuance thereunder from 66,667 566,667 Discontinued operations Until recently, IMAC Holdings, Inc. was a holding company for IMAC Regeneration Centers, The BackSpace retail stores and our Investigational New Drug division. As of September 30, 2024 and 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 10)

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation – Interim Financial Statements The unaudited consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments necessary to present fairly our consolidated financial position, results of operations, and cash flows as of September 30, 2024 and 2023, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Accordingly, the unaudited consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of our financial position and results of operations and should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2023 included in our Annual Report on Form 10-K/A filed with the SEC on May 2, 2024. Principles of Consolidation The accompanying condensed 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”). Revenue Recognition The Company’s continuing revenues are from individual patient protein analysis and collaborations with biopharmaceutical companies. The fees for individual patient services are billed either to the patient or a third-party payor, including Medicare. The fees for the biopharmaceutical collaborations are billed directly to the company. Recently Issued Accounting Standards On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

Liquidity and Going Concern Con

Liquidity and Going Concern Considerations	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern Considerations	Note 3 – 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. The Company has historically and expects to incur operating losses and cash outflows from operations and as a result concludes that there is substantial doubt to continue as a going concern twelve months from the issuance of these statements. 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.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 4 – Property and Equipment Property and equipment consisted of the following at September 30, 2024 and December 31, 2023: Schedule of Property and Equipment Estimated Useful Life September 30, 2024 December 31, 2023 Equipment 5 1,044,000 762 Less: accumulated depreciation (87,000 ) - Total property and equipment, net $ 957,000 $ 762 Depreciation was approximately $ 87,000 277,000 52,000 44,000

Settlement and Release Agreemen

Settlement and Release Agreement - Theralink	9 Months Ended
	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Settlement and Release Agreement - Theralink	Note 5 – Settlement and Release Agreement - Theralink During the nine months ended September 30, 2024, the Company entered into several financing transactions with Theralink Technologies, Inc. that culminated in an acquisition of Theralink assets. Pursuant to the Settlement and Release Agreement, the Company acquired certain assets which resulted in the recording of long lived assets of $ 1.1 1.1 24,172 3.641

Note Payable

Note Payable	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Note Payable	Note 6 – Note Payable Notes payable at September 30, 2024 and December 31, 2023 were comprised of the following: Schedule of Notes Payable Interest rate Due date September 30, 2024 December 31, 2023 40% OID promissory note OID only June 18, 2025 $ 1,960,000 $ - Total notes payable 1,960,000 - Less: unamortized debt discounts (438,919 ) - Notes payable $ 1,521,081 $ - During the nine months ended September 30, 2024, the Company issued promissory notes (the “Notes”) to certain lenders (the “Lenders”) in the aggregate principal amount for approximately $ 2.0 1.4

Preferred Stock

Preferred Stock	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Preferred Stock	Note 7 – Preferred Stock Preferred Stock sold for cash During the nine months ended September 30, 2024, the Company sold 1,276 17,364 24,172 450 1.35 Series C-2, Series D, Series E and Series F have dividends equal to 10 In connection with the sale of Preferred Stock, the Company issued common stock purchase warrants of 2.8 2.60 8.4 Inputs associated with the value of those warrants is Contractual term of 5 157 0 4.33 Preferred stock exchanged During the nine months ended September 30, 2024, certain investors exchanged 4,550 10 Preferred stock converted During the nine months ended September 30, 2024, 2,186 864,846 Liquidation preference Liquidation Value Schedule of Liquidation Preference Value Preferred Shares Outstanding Total Value Series C-1 2,564 $ 2,949,000 Series C-2 1,276 1,467,000 Series D 17,364 19,779,000 Series E 24,172 27,533,000 Series F 450 513,000 Total 45,826 $ 52,241,000

Common stock purchase warrants

Common stock purchase warrants	9 Months Ended
	Sep. 30, 2024
Common Stock Purchase Warrants
Common stock purchase warrants	Note 8 – Common stock purchase warrants Schedule of Number of Warrants Number of Weighted Weighted January 1, 2024 2,474,284 $ 8.80 4.13 Granted 2,756,084 2.60 5.50 Expired (2,302,137 ) 8.62 0.00 September 30, 2024 2,928,231 $ 4.12 4.94

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Net Loss Per Share	Note 9 - 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 2024 2023 September 30, 2024 2023 Common Stock Purchase Warrants 2,928,231 2,474,285 Preferred shares C-1 1,075,532 - Preferred shares C-2 535,248 - Preferred shares D 5,074,462 - Preferred shares E 7,064,049 - Preferred shares F 140,867 - Stock options 11,312 4,368 Anti-dilutive shares 16,829,701 2,478,653

Discontinued operations

Discontinued operations	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Discontinued operations	Note 10 – Discontinued operations Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement September 30, December 31, 2024 2023 Assets Accounts receivable, net $ - $ - Other current assets - 1,028 Property and equipment, net - 762 Other assets - 95,040 Net assets from discontinued operations $ - $ 96,830 Liabilities Accounts payable and accrued expenses $ 861,099 $ 860,221 Other current liabilities 193,500 108,088 Other liabilities 257,265 344,402 Net liabilities from discontinued operations $ 1,311,864 $ 1,312,711 The following table shows the results of income (loss) from discontinued operations: 2024 2023 September 30, 2024 2023 Patient revenues, net $ - $ 5,003,160 Operating expenses (recovery) (80,080 ) 6,050,927 Other expenses 112,072 1,318,124 Total (recovery) costs and expenses 31,992 7,199,565 Income (loss) from discontinued operations, net of income taxes $ (31,992 ) $ (2,196,405 ) Revenue and Accounts Receivable As of September 30, 2024 and December 31, 2023, the Company had discontinued operations revenue and accounts receivable concentrations: Schedule of Concentration Risk September 30, 2024 December 31, 2023 % of % of Accounts Receivable % of Revenue % of Accounts Receivable Medicare payment 0 % 0 % 24 % 0 %

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 11 – 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. Progressive Health In October 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 and a request for payment was made in December 2021 in the amount of approximately $ 2.7 The amount represents a statistical extrapolation of $ 6,791 The Company performed an 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 2023. In July 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. The Company filed an appeal and a hearing with an Administrative Law Judge (ALJ) was conducted November 2023. The ALJ decision received on February 2024, did not address the Company’s appeal and the impact on the partially favorable decision from the Independent contractor and the potential impact on the extrapolated charges. The Company filed a appeal to Medicare Appeals Council in April 2024 and is awaiting a response. Advantage Therapy In May 2022 the Company received notifications from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid and a request for payment was made in the amount of approximately $ 0.5 This amount represents a statistical extrapolation of charges from a sample, the actual amount found to be overpaid was $ 10,420 The Company has begun its own internal audit process and has initiated the appropriate appeals. The Company submitted a reconsideration request in May 2023. In August 2023 the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a partially favorable decision supporting the appealed claims. Subsequent to the findings of the second Appeal the Company filed an appeal and conducted a hearing with an Administrative Law Judge in February 2024. The Company awaits the response from the hearing. Summary of Contingencies 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 September 30, 2024 and 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	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 12 - Subsequent Events Issuance of promissory notes In October 2024, the Company issued promissory notes (the “October 2024 Notes”) to certain lenders in the aggregate principal amount of $ 0.3 , for an aggregate purchase price from the Lenders of $ 0.2 . The October 2024 Notes are unsecured and mature on the earlier of (i) the date of consummation of any offering or offerings, individually or in the aggregate, of securities with gross proceeds of at least $ 1,000,000 , and (ii) June 18, 2025. Issuance of Series G convertible preferred stock The Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, 4,676 shares of Series G convertible preferred stock, par value $ 0.001 per share (“Series G Preferred Stock”) and 2,977,711 800 for each Preferred Share and pro rata number of Warrants to purchase one share of Common Stock) for aggregate proceeds of $ 3,740,000 . Such investment is referred to as the “PIPE Financing”. Settlement of Promissory Notes The Company has used $ 2.2 million of the proceeds of the PIPE Financing to repay the outstanding promissory notes. Common stock purchase agreement On November 12, 2024, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Keystone Capital Partners, LLC (the “Purchaser”), pursuant to which from time to time during the 36-months after all of the conditions to the Company’s right to commence sales of Common Stock to the Purchaser have been satisfied, including that a registration statement covering the resale of such shares (the “Registration Statement”) is declared effective by the Securities and Exchange Commission (“SEC”) and the final form of prospectus contained therein is filed with the SEC (the “Commencement Date”), the Company has the right, but not the obligation, to sell to the Purchaser (subject to certain conditions and limitations), and the Purchaser is obligated to purchase, up to the lesser of (i) $60 million of newly issued shares (the “Shares”) of Common Stock and (ii) 402,438 shares of Common Stock at an average per share purchase price less than the lower of (A) the closing price of the Common Stock immediately preceding the sale of such shares and (B) the average of the closing prices of the Common Stock for the five business days immediately preceding such sale (the “Exchange Cap”). The purchase price for such shares will be based on a VWAP calculation or closing price of the Common Stock, in each case at a discount of 92.5%. As consideration for the Purchaser’s commitment to purchase shares of Common Stock, upon the SEC’s declaration of the effectiveness of the Registration Statement, the Company will issue 164,000 shares of its Common Stock to the Purchaser and will issue, on the trading day immediately following the date stockholder approval is obtained with respect to the Exchange Cap, $1,000,000 of Common Stock, valued at the VWAP Purchase Price (collectively, the “Commitment Shares”). As an additional condition to any sale of Common Stock pursuant to the Purchase Agreement, the Company agreed to use 25% of the proceeds of any such sale to optionally redeem certain outstanding shares of preferred stock of the Company, pro rata, at a 120% premium to the conversion value thereof as scheduled to the Purchase Agreement. Third party audit In November 2024, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that it estimates the Company was overpaid CMS funds in the amount of approximately $ 1.1

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation – Interim Financial Statements	Basis of Presentation – Interim Financial Statements The unaudited consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments necessary to present fairly our consolidated financial position, results of operations, and cash flows as of September 30, 2024 and 2023, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Accordingly, the unaudited consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of our financial position and results of operations and should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2023 included in our Annual Report on Form 10-K/A filed with the SEC on May 2, 2024.
Principles of Consolidation	Principles of Consolidation The accompanying condensed 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”).
Revenue Recognition	Revenue Recognition The Company’s continuing revenues are from individual patient protein analysis and collaborations with biopharmaceutical companies. The fees for individual patient services are billed either to the patient or a third-party payor, including Medicare. The fees for the biopharmaceutical collaborations are billed directly to the company.
Recently Issued Accounting Standards	Recently Issued Accounting Standards On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following at September 30, 2024 and December 31, 2023: Schedule of Property and Equipment Estimated Useful Life September 30, 2024 December 31, 2023 Equipment 5 1,044,000 762 Less: accumulated depreciation (87,000 ) - Total property and equipment, net $ 957,000 $ 762

Note Payable (Tables)

Note Payable (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Notes Payable	Notes payable at September 30, 2024 and December 31, 2023 were comprised of the following: Schedule of Notes Payable Interest rate Due date September 30, 2024 December 31, 2023 40% OID promissory note OID only June 18, 2025 $ 1,960,000 $ - Total notes payable 1,960,000 - Less: unamortized debt discounts (438,919 ) - Notes payable $ 1,521,081 $ -

Preferred Stock (Tables)

Preferred Stock (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Schedule of Liquidation Preference Value	Schedule of Liquidation Preference Value Preferred Shares Outstanding Total Value Series C-1 2,564 $ 2,949,000 Series C-2 1,276 1,467,000 Series D 17,364 19,779,000 Series E 24,172 27,533,000 Series F 450 513,000 Total 45,826 $ 52,241,000

Common stock purchase warrants

Common stock purchase warrants (Tables)	9 Months Ended
	Sep. 30, 2024
Common Stock Purchase Warrants
Schedule of Number of Warrants	Schedule of Number of Warrants Number of Weighted Weighted January 1, 2024 2,474,284 $ 8.80 4.13 Granted 2,756,084 2.60 5.50 Expired (2,302,137 ) 8.62 0.00 September 30, 2024 2,928,231 $ 4.12 4.94

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of Net Loss Per Share	Schedule of Net Loss Per Share 2024 2023 September 30, 2024 2023 Common Stock Purchase Warrants 2,928,231 2,474,285 Preferred shares C-1 1,075,532 - Preferred shares C-2 535,248 - Preferred shares D 5,074,462 - Preferred shares E 7,064,049 - Preferred shares F 140,867 - Stock options 11,312 4,368 Anti-dilutive shares 16,829,701 2,478,653

Discontinued operations (Tables

Discontinued operations (Tables)	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement	Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement September 30, December 31, 2024 2023 Assets Accounts receivable, net $ - $ - Other current assets - 1,028 Property and equipment, net - 762 Other assets - 95,040 Net assets from discontinued operations $ - $ 96,830 Liabilities Accounts payable and accrued expenses $ 861,099 $ 860,221 Other current liabilities 193,500 108,088 Other liabilities 257,265 344,402 Net liabilities from discontinued operations $ 1,311,864 $ 1,312,711 The following table shows the results of income (loss) from discontinued operations: 2024 2023 September 30, 2024 2023 Patient revenues, net $ - $ 5,003,160 Operating expenses (recovery) (80,080 ) 6,050,927 Other expenses 112,072 1,318,124 Total (recovery) costs and expenses 31,992 7,199,565 Income (loss) from discontinued operations, net of income taxes $ (31,992 ) $ (2,196,405 )
Schedule of Concentration Risk	As of September 30, 2024 and December 31, 2023, the Company had discontinued operations revenue and accounts receivable concentrations: Schedule of Concentration Risk September 30, 2024 December 31, 2023 % of % of Accounts Receivable % of Revenue % of Accounts Receivable Medicare payment 0 % 0 % 24 % 0 %

Description of Business (Detail

Description of Business (Details Narrative) - shares	Aug. 30, 2024	Aug. 29, 2024
Incentive Compensation Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance	566,667	66,667

Schedule of Property and Equipm

Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (87,000)
Total property and equipment, net	957,000	762
Equipment [Member]
Property, Plant and Equipment [Line Items]
Equipment	$ 1,044,000	$ 762
Estimated Useful Life	5 years

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 52,000	$ 44,000	$ 87,000	$ 277,000

Settlement and Release Agreem_2

Settlement and Release Agreement - Theralink (Details Narrative) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Series E Preferred Stock [Member]
Business Acquisition [Line Items]
Stock issued during period, shares | shares	24,172
Settlement and Release Agreement [Member]
Business Acquisition [Line Items]
Payment for long lived assets | $	$ 1.1
Notes receivables | $	$ 1.1
Settlement and Release Agreement [Member] | Series E Preferred Stock [Member]
Business Acquisition [Line Items]
Stock issued during period, shares | shares	24,172
Conversion price per share | $ / shares	$ 3.641

Schedule of Notes Payable (Deta

Schedule of Notes Payable (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total notes payable	$ 1,960,000
Less: unamortized debt discounts	(438,919)
Notes payable	1,521,081
40% OID Promissory Note [Member]
Short-Term Debt [Line Items]
Total notes payable	$ 1,960,000
Interest rate description	OID only
Debt due date	Jun. 18, 2025

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash proceeds	$ 1,400,000
Lenders [Member]
Principal amount	2,000,000
Cash proceeds	$ 1,400,000

Schedule of Liquidation Prefere

Schedule of Liquidation Preference Value (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Preferred Shares Outstanding	45,826	4,550
Total	$ 52,241,000
Series C-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Shares Outstanding	2,564
Total	$ 2,949,000
Series C-2 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Shares Outstanding	1,276
Total	$ 1,467,000
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Shares Outstanding	17,364
Total	$ 19,779,000
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Shares Outstanding	24,172
Total	$ 27,533,000
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Shares Outstanding	450
Total	$ 513,000

Preferred Stock (Details Narrat

Preferred Stock (Details Narrative) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024 $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 shares
Class of Stock [Line Items]
Proceeds from sale of preferred stock | $		$ 1,350
Common stock purchase warrants shares	2,800,000	2,800,000
Exercise price of warrants | $ / shares	$ 2.60	$ 2.60
Warrants | $		$ 8,400
Preferred Stock [Member]
Class of Stock [Line Items]
Conversion of Series C-1 preferred stock into common shares, shares	1,300	2,186
Conversion of Series C-1 preferred stock into common shares, shares	(1,300)	(2,186)
Common Stock [Member]
Class of Stock [Line Items]
Stock sold during peirod			11,492
Conversion of Series C-1 preferred stock into common shares, shares	(518,895)	(864,846)
Conversion of Series C-1 preferred stock into common shares, shares	518,895	864,846
Measurement Input, Expected Term [Member]
Class of Stock [Line Items]
Warrants term	5 years	5 years
Measurement Input, Option Volatility [Member]
Class of Stock [Line Items]
Warrant measurement input	157	157
Measurement Input, Expected Dividend Rate [Member]
Class of Stock [Line Items]
Warrant measurement input	0	0
Measurement Input, Risk Free Interest Rate [Member]
Class of Stock [Line Items]
Warrant measurement input	4.33	4.33
Series C-2 Preferred Stock [Member]
Class of Stock [Line Items]
Stock sold during peirod		1,276
Preferred stock dividend percentage		10%
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Stock sold during peirod		17,364
Preferred stock dividend percentage		10%
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Stock sold during peirod		24,172
Preferred stock dividend percentage		10%
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Stock sold during peirod		450
Preferred stock dividend percentage		10%
SeriesB-1 and B-2 Preferred Stock [Member]
Class of Stock [Line Items]
Exchange of shares		4,550
Series C-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock dividend percentage		10%

Schedule of Number of Warrants

Schedule of Number of Warrants (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Warrants, Beginning Balance | shares	2,474,284
Weighted Average Exercise Price Per Share, Beginning Balance | $ / shares	$ 8.80
Weighted Average Remaining Contractual Term, Beginning	4 years 1 month 17 days
Number of Warrants, Beginning Balance | shares	2,756,084
Weighted Average Exercise Price Per Share, Beginning Balance | $ / shares	$ 2.60
Weighted Average Remaining Contractual Term, Granted	5 years 6 months
Number of Warrants, Beginning Balance | shares	(2,302,137)
Weighted Average Exercise Price Per Share, Beginning Balance | $ / shares	$ 8.62
Weighted Average Remaining Contractual Term, Expired	0 years
Number of Warrants, Beginning Balance | shares	2,928,231
Weighted Average Exercise Price Per Share, Beginning Balance | $ / shares	$ 4.12
Weighted Average Remaining Contractual Term, Ending	4 years 11 months 8 days

Schedule of Net Loss Per Share

Schedule of Net Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	16,829,701	2,478,653
Common Stock Purchase Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	2,928,231	2,474,285
Series C-1 Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	1,075,532
Series C-2 Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	535,248
Series D Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	5,074,462
Series E Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	7,064,049
Series F Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	140,867
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	11,312	4,368

Schedule of Discontinued Operat

Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
Accounts receivable, net
Other current assets					1,028
Property and equipment, net					762
Other assets					95,040
Net assets from discontinued operations					96,830
Accounts payable and accrued expenses	861,099		861,099		860,221
Other current liabilities	193,500		193,500		108,088
Other liabilities	257,265		257,265		344,402
Net liabilities from discontinued operations	1,311,864		1,311,864		$ 1,312,711
Patient revenues, net				$ 5,003,160
Operating expenses (recovery)			(80,080)	6,050,927
Other expenses			112,072	1,318,124
Total (recovery) costs and expenses			31,992	7,199,565
Income (loss) from discontinued operations, net of income taxes	$ (103,374)	$ 449,796	$ (31,992)	$ (2,196,405)

Schedule of Concentration Risk

Schedule of Concentration Risk (Details) - Medicare Payment [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Revenue Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration of credit risk, percentage	0%	24%
Accounts Receivable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration of credit risk, percentage	0%	0%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - Contractor [Member] - Covent Bridge Group [Member] - USD ($)	1 Months Ended
	May 31, 2022	Oct. 31, 2021
Overpaid amount	$ 10,420	$ 2,700,000
Statistical extrapolation		$ 6,791
Advantage Therapy [Member]
Overpaid amount	$ 500,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)		1 Months Ended		9 Months Ended
	Oct. 31, 2024	Nov. 30, 2024	Oct. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Oct. 30, 2024	Oct. 01, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Notes payable				$ 1,521,081
Preferred Stock, Par or Stated Value Per Share				$ 0.001				$ 0.001
Warrants				2,800,000
Stock Issued During Period, Value, New Issues					$ 64,032
Common stock purchase agreement description				(i) $60 million of newly issued shares (the “Shares”) of Common Stock and (ii) 402,438 shares of Common Stock at an average per share purchase price less than the lower of (A) the closing price of the Common Stock immediately preceding the sale of such shares and (B) the average of the closing prices of the Common Stock for the five business days immediately preceding such sale (the “Exchange Cap”). The purchase price for such shares will be based on a VWAP calculation or closing price of the Common Stock, in each case at a discount of 92.5%.   As consideration for the Purchaser’s commitment to purchase shares of Common Stock, upon the SEC’s declaration of the effectiveness of the Registration Statement, the Company will issue 164,000 shares of its Common Stock to the Purchaser and will issue, on the trading day immediately following the date stockholder approval is obtained with respect to the Exchange Cap, $1,000,000 of Common Stock, valued at the VWAP Purchase Price (collectively, the “Commitment Shares”).  As an additional condition to any sale of Common Stock pursuant to the Purchase Agreement, the Company agreed to use 25% of the proceeds of any such sale to optionally redeem certain outstanding shares of preferred stock of the Company, pro rata, at a 120% premium to the conversion value thereof as scheduled to the Purchase Agreement.
Subsequent Event [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1		1
Proceeds from Issuance of Debt			$ 3,740,000
Proceeds from Other Debt	$ 2,200,000
Subsequent Event [Member] | Covent Bridge Group [Member]
Subsequent Event [Line Items]
Overpaid		$ 1,100,000
Subsequent Event [Member] | Series G Preferred Stock [Member]
Subsequent Event [Line Items]
Issuance of common stock, shares			4,676
Preferred Stock, Par or Stated Value Per Share	$ 0.001		$ 0.001
Warrants							2,977,711
Stock Issued During Period, Value, New Issues			$ 800
Lenders [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Principal amount						$ 300,000
Notes payable						$ 200,000
Proceeds from debt issuance			$ 1,000,000