Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 24, 2024 | Jun. 30, 2023 | |
Auditor [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity File Number | 001-40785 | ||
Entity Registrant Name | ASSURE HOLDINGS CORP. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 82-2726719 | ||
Entity Address, Address Line One | 7887 E. Belleview Ave., Suite 240 | ||
Entity Address, City or Town | Denver | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80111 | ||
City Area Code | 720 | ||
Local Phone Number | 287-3093 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | IONM | ||
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 | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,000,000 | ||
Entity Common Stock, Shares Outstanding | 9,000,000 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | Whippany, New Jersey | ||
Auditor Firm ID | 100 | ||
Entity Central Index Key | 0001798270 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Baker Tilly, LLP | |||
Auditor [Line Items] | |||
Auditor Name | Baker Tilly US, LLP | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 23 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 123 | $ 905 |
Accounts Receivable, net | 3,601 | 15,143 |
Other current assets | 562 | 340 |
Due from MSAs | 5,006 | |
Assets held for sale | 2,437 | 1,867 |
Total current assets | 6,723 | 23,261 |
Equity method investments | 175 | 310 |
Fixed assets | 6 | |
Operating lease right of use asset, net | 616 | 672 |
Total assets | 7,514 | 24,249 |
Current liabilities | ||
Accounts payable and accrued liabilities | 7,411 | 2,919 |
Current portion of debt | 13,679 | 965 |
Current portion of lease liability | 621 | 550 |
Current portion of acquisition liability | 454 | 306 |
Other current liabilities | 53 | 231 |
Total current liabilities | 22,218 | 4,971 |
Lease liability, net of current portion | 505 | 964 |
Debt, net of current portion | 11,874 | |
Acquisition liability, net of current portion | 126 | 179 |
Deferred income taxes, net | 796 | |
Total liabilities | 22,849 | 18,784 |
Commitments and contingencies (Note 15) | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Common stock: $0.001 par value; 9,000,000 shares authorized; 6,720,460 and 1,051,098 shares issued and outstanding, as of December 31, 2023 and 2022, respectively | 7 | 1 |
Additional paid-in capital | 55,292 | 50,020 |
Accumulated deficit | (70,634) | (44,556) |
Total shareholders' (deficit) equity | (15,335) | 5,465 |
Total liabilities and shareholders' (deficit) equity | $ 7,514 | $ 24,249 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
CONSOLIDATED BALANCE SHEETS | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 9,000,000 | 9,000,000 | 9,000,000 | 180,000,000 |
Common stock, shares issued | 6,720,460 | 1,051,098 | ||
Common stock, shares outstanding | 6,720,460 | 1,051,098 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 255 | $ 471 |
Cost of revenues | 2,449 | 2,532 |
Gross margin | (2,194) | (2,061) |
Operating expenses | ||
General and administrative | 13,524 | 15,065 |
Bad debt expense related to termination of managed service agreements | 4,358 | 1,370 |
Depreciation and amortization | 6 | 9 |
Goodwill impairment charge | 3,423 | |
Intangibles impairment charge | 117 | |
Total operating expenses | 17,888 | 19,984 |
Loss from operations | (20,082) | (22,045) |
Other income (expenses) | ||
Income from equity method investments | 43 | 39 |
Gain on Paycheck Protection Program loan forgiveness | 1,665 | |
Interest income | 11 | |
Interest expense | (2,031) | (1,639) |
Other income (expense), net | 557 | |
Accretion expense (Note 9) | (681) | (681) |
Total other expense, net | (2,101) | (616) |
Loss from continuing operations before income taxes | (22,183) | (22,661) |
Income tax benefit (expense) on continuing operations | 736 | (202) |
Loss from continuing operations | (21,447) | (22,863) |
Loss from discontinued operations, net of tax | (4,631) | (7,249) |
Net loss | $ (26,078) | $ (30,112) |
Loss per share | ||
Loss from continuing operations, basic | $ (5.01) | $ (30.42) |
Loss from continuing operations, diluted | (5.01) | (30.42) |
Discontinued operations, basic and diluted | ||
Loss from discontinued operations, basic | (1.08) | (9.64) |
Loss from discontinued operations, diluted | (1.08) | (9.64) |
Loss per share, basic | (6.10) | (40.06) |
Loss per share, diluted | $ (6.10) | $ (40.06) |
Weighted average number of shares used in per share calculation - basic | 4,276,820 | 751,659 |
Weighted average number of shares used in per share calculation - diluted | 4,276,820 | 751,659 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (26,078) | $ (30,112) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Income from equity method investments | (43) | (39) |
Stock-based compensation | (300) | 1,029 |
Depreciation and amortization | 6 | 3,615 |
Amortization of debt issuance costs | 159 | 161 |
Bad debt provision | 4,358 | 1,370 |
Provision for stock option fair value | (25) | |
Goodwill impairment charge | 3,423 | |
Intangibles impairment charge | 117 | |
Gain on Paycheck Protection Program loan forgiveness | (1,665) | |
Accretion expense | 681 | 681 |
Tax impact of equity transactions | 2 | |
Right of use assets | 252 | 280 |
Deferred income taxes, net | (807) | 191 |
Change in operating assets and liabilities | ||
Accounts receivable, net | 11,542 | 12,667 |
Accounts payable and accrued liabilities | 4,490 | 724 |
Due from MSAs | 648 | (316) |
Lease liability | (215) | (50) |
Other assets and liabilities | (300) | 168 |
Operating cash flows from discontinued operations | 563 | 365 |
Net cash used in operating activities | (5,044) | (7,414) |
Cash flows from investing activities | ||
Purchase of fixed assets | (80) | |
Net cash paid for acquisitions | (572) | |
Distributions received from equity method investments | 101 | 80 |
Net cash used in investing activities | (471) | |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 4 | |
Proceeds from share issuance, net of share issuance costs | 5,383 | 5,195 |
Finance lease principal payments | (369) | (620) |
Payment of acquisition liability | (281) | (280) |
Net cash provided by financing activities | 4,733 | 4,299 |
Decrease in cash | (782) | (3,115) |
Cash at beginning of year | 905 | 4,020 |
Cash at end of year | 123 | 905 |
Supplemental cash flow information | ||
Interest paid | 1,499 | 1,451 |
Supplemental non-cash flow information | ||
Purchase of equipment with finance leases | 79 | |
Right-of-use asset in exchange for lease liability | 42 | |
Shares issued related to acquisition | $ 205 | |
Intangible assets acquired in exchange for common shares issued | $ 390 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated deficit | Total |
Beginning Balances at Dec. 31, 2021 | $ 1 | $ 43,399 | $ (14,444) | $ 28,956 |
Beginning Balances (in shares) at Dec. 31, 2021 | 645,943 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 4 | 4 | ||
Exercise of stock options (in shares) | 40 | |||
Share issuance, net | 5,195 | 5,195 | ||
Share issuance, net (in shares) | 278,804 | |||
Stock-based compensation | 1,420 | 1,420 | ||
Stock-based compensation (in shares) | 126,311 | |||
Tax impact of equity transactions | 2 | 2 | ||
Net Income (Loss) | (30,112) | (30,112) | ||
Ending Balance at Dec. 31, 2022 | $ 1 | 50,020 | (44,556) | 5,465 |
Ending Balance (in shares) at Dec. 31, 2022 | 1,051,098 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net Income (Loss) | (3,144) | |||
Ending Balance at Mar. 31, 2023 | 2,611 | |||
Beginning Balances at Dec. 31, 2022 | $ 1 | 50,020 | (44,556) | 5,465 |
Beginning Balances (in shares) at Dec. 31, 2022 | 1,051,098 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net Income (Loss) | (9,196) | |||
Ending Balance at Jun. 30, 2023 | 1,564 | |||
Beginning Balances at Dec. 31, 2022 | $ 1 | 50,020 | (44,556) | 5,465 |
Beginning Balances (in shares) at Dec. 31, 2022 | 1,051,098 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net Income (Loss) | (16,635) | |||
Ending Balance at Sep. 30, 2023 | (5,834) | |||
Beginning Balances at Dec. 31, 2022 | $ 1 | 50,020 | (44,556) | 5,465 |
Beginning Balances (in shares) at Dec. 31, 2022 | 1,051,098 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of warrants (in shares) | 750,000 | |||
Share issuance, net | $ 5 | 5,378 | 5,383 | |
Share issuance, net (in shares) | 4,091,667 | |||
Share issuance, acquisition related | $ 1 | 204 | 205 | |
Share issuance, acquisition related (in shares) | 547,946 | |||
Stock-based compensation | (300) | (300) | ||
Stock-based compensation (in shares) | 268,581 | |||
Tax impact of equity transactions | (10) | (10) | ||
Net Income (Loss) | (26,078) | (26,078) | ||
Fractional shares issued related to reverse split (shares) | 11,168 | |||
Ending Balance at Dec. 31, 2023 | $ 7 | $ 55,292 | $ (70,634) | (15,335) |
Ending Balance (in shares) at Dec. 31, 2023 | 6,720,460 | |||
Beginning Balances at Mar. 31, 2023 | 2,611 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net Income (Loss) | (6,052) | |||
Ending Balance at Jun. 30, 2023 | $ 1,564 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Nature Of Operations [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Assure Holdings Corp. (“Assure” or the “Company”), through its two indirect wholly-owned subsidiaries, Assure Neuromonitoring, LLC (“Neuromonitoring”) and Assure Networks, LLC (“Networks”), provides technical and professional intraoperative neuromonitoring (“IONM”) surgical support services for neurosurgery, spine, cardiovascular, orthopedic, ear, nose, and throat, and other surgical procedures that place the nervous system at risk. interoperative neurophysiologists (“INP”) electroencephalographic ( electromyography (“ The Company was originally incorporated in Colorado on November 7, 2016. In conjunction with a reverse merger, the Company was redomiciled in Nevada on May 16, 2017. Neuromonitoring was formed on August 25, 2015 in Colorado and currently has multiple wholly-owned subsidiaries. The Company’s services are sold in the United States, directly through the Company. Networks was formed on November 7, 2016 in Colorado and holds varying ownerships interests in numerous Provider Network Entities (“PEs”), which are professional IONM entities. These entities are accounted for under the equity method of accounting. Additionally, Networks manages other PEs that Networks does not have an ownership interest and charges those PEs a management fee. Strategic Shift in Business Strategy During September 2023, the Company’s Board of Directors initiated a process to explore strategic alternatives for the business. In consultation with financial and legal advisors, a comprehensive strategic review process began immediately and evaluated a broad range of options to maximize shareholder value. Financial Reporting and Classification As a result of the corporate actions described above, the Company’s technical and professional services meet the criteria to be considered “held for sale” as that term is defined in accounting principles generally accepted in the United States (“GAAP”). Accordingly. the assets associated with these services are classified and reflected on our consolidated balance sheets as “held for sale” as of December 31, 2023, and 2022, and their results of operations are classified as “discontinued operations” in the consolidated statements of operations for the years ended December 31, 2023 and 2022. Certain financial disclosures including major components of the assets and results of operations related to discontinued operations are provided in Note 7. Our continuing operations consists of our billing and collections services and costs to maintain our public company listing and are presented as such for all periods presented herein and until such time a strategic transaction is completed. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. All significant intercompany balances and transactions have been eliminated in consolidation. For entities in which management has determined the Company does not have a controlling financial interest but has varying degrees of influence regarding operating policies of that entity, the Company’s investment is accounted for using the equity method of accounting. The Company’s fiscal year ends on December 31 and the Company employs a calendar month-end reporting period for its quarterly reporting. Liquidity and Going Concern The Company’s current cash balance and estimated cash from operations for the next 12 months is not sufficient to meet the Company’s working capital needs for the next 12 months, which raised substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to seek equity or debt financing and have implemented significant cost cutting measures to mitigate its going concern. Such financings may include the issuance of shares of common stock, warrants to purchase common stock, convertible debt or other instruments that may dilute current stockholders. Financing may not be available on acceptable terms depending on market conditions at the time the Company seeks financing. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. Common Stock Reverse Split During March 2023, the Company effectuated a twenty Reclassifications Certain amounts for the year ended December 31, 2022, and as of December 31, 2022, have been reclassified to conform to the 2023 presentation as it relates to assets held for sale and discontinued operations. Total assets, liabilities, equity, and net loss did not change for the prior periods due to the reclassifications. Correction of Immaterial Error During December 2023, the Company identified presentation errors to the consolidated financial statements for the year ended December 31, 2022 and all quarterly periods through September 30, 2023 related to the following: (1) The Company incorrectly presented bad debt expense of $1.4 million related to the termination of MSA agreements as other expense in the statement of operations. This should have been classified within operating expenses. (2) The Company incorrectly presented $620 thousand of finance lease payments within cash flows used in operations, which should have been presented in as cash flows used in financing activities. (3) The Company incorrectly presented long-term acquisition liability payments of $280 thousand within cash flows used in investing activities, which should have been presented as cash flows used in financing activities. Management evaluated the materiality of the error described above from a qualitative and quantitative perspective. Based on such evaluation, we have concluded the error was immaterial to the year ended December 31, 2022 but material to the year ended December 31, 2023, taking into account the requirements of the SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. Accordingly, we are correcting this error as of December 31, 2022, and have correctly stated the amounts for the year ended December 31, 2022 Consolidated Financial Statements included in this Form 10-K. Restatement of Previously Issued Unaudited Interim 2023 Financial Statements As of January 1, 2023, the Company recognized a deferred tax liability related to book to tax timing differences associated with the accretion expense originated from the fair value calculation of the convertible notes. The recorded deferred tax liability was an error which was reversed as of and for the three months ended March 31, 2023, as of and for the three and six months ended June 30, 2023 and as of and for the nine months ended September 30, 2023. This correction impacts the deferred tax liability and retained earnings on the balance sheet and income tax expense on the statement of operations. During the second quarter of 2023, stock-based compensation benefit was not recorded related to forfeited stock options. In correction of the error in 2023, the Company recorded a stock-based compensation benefit of $144 thousand related to the forfeiture on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2023 and the nine months ended September 30, 2023. This correction impacts general and administrative expenses on the statement of operations and additional paid-in capital on the balance sheet. During the second quarter of 2023, the Company settled a dispute with a commercial insurance payor for $381 thousand less than the amount previously accrued as of June 30, 2023. The error is related to an overstatement of accounts receivable and overstatement of revenue due to pricing concession adjustments related to estimated settlement. This correction impacts accounts receivable on the balance sheet and revenue on the statement of operations. In accordance with U.S. Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 99, Materiality (“SAB 99”), codified in Financial Accounting Standards Boards’ (“FASB”) Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections (“ASC 250”), the Company evaluated the materiality of the above errors from a quantitative and qualitative perspective and concluded that the errors were material to the Company’s 2023 condensed interim consolidated financial statements and the financial statements should be restated to present the identified adjustments. The previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, are restated in the consolidated financial statements in this Annual Report on Form 10-K, per the tables below. The following tables show the Company’s unaudited condensed consolidated balance sheets as of March 31, 2023, June 30, 2023 and September 30, 2023 and the Company’s unaudited condensed consolidated income statements for the three months ended March 31, 2023, for the three and six months ended June 30, 2023 and for the three and nine months ended September 30, 2023, and the Company’s unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2023, for the six months ended June 30, 2023 and for the nine months ended September 30, 2023, as previously reported, adjustments and as restated for the periods presented (amounts stated in thousands of dollars except share and per share amounts): As of March 31, 2023 (unaudited) As Previously Reported Adjustments As Restated Total Liabilities Deferred Tax Liability $ 1,170 $ (1,170) $ — Total Liabilities 19,728 (1,170) 18,558 Total Shareholders' Equity Additional paid-in capital 50,289 — 50,289 Accumulated deficit (48,870) 1,170 (47,700) Total shareholders’ equity 1,441 1,170 2,611 Total liabilities and shareholders' equity $ 21,169 $ — $ 21,169 Three Months Ended March 31, 2023 (unaudited) As Previously Reported Adjustments As Restated Operating expenses General and administrative $ 3,211 $ — $ 3,211 Total operating expenses 3,523 — 3,523 Loss from operations (3,344) — (3,344) Loss before income taxes (3,940) — (3,940) Income tax (expense) (374) 1,170 796 Net loss (4,314) 1,170 (3,144) Basic loss per share (4.09) 1.11 (2.98) Diluted loss per share $ (4.09) $ 1.11 $ (2.98) Weighted average number of shares used in per share calculation - basic 1,054,933 — 1,054,933 Weighted average number of shares used in per share calculation - basic 1,054,933 — 1,054,933 Three Months Ended March 31, 2023 (unaudited) Net cash used in operating activities As Previously Reported Adjustments As Restated Net loss $ (4,314) $ 1,170 $ (3,144) Income taxes $ 374 $ (1,170) $ (796) As of June 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Total Assets Accounts Receivable, net $ 9,088 $ (381) $ 8,707 Total current assets 17,903 (381) 17,522 Total assets 20,249 (381) 19,868 Total Liabilities Deferred Tax Liability 617 (617) — Total Liabilities 18,921 (617) 18,304 Total Shareholders' Equity Additional paid-in capital 55,434 (144) 55,290 Accumulated deficit (54,132) 380 (53,752) Total shareholders’ equity 1,328 236 1,564 Total liabilities and shareholders' equity $ 20,249 $ (381) $ 19,868 Three Months Ended June 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Revenue Professional services $ 839 $ (381) $ 458 Total revenue 1,543 (381) 1,162 Gross Margin (1,859) (381) (2,240) Operating expenses General and administrative 3,355 (144) 3,211 Total operating expenses 3,605 (144) 3,461 Loss from operations (5,464) (237) (5,701) Loss before income taxes (5,807) (237) (6,044) Income tax (expense) benefit 545 (553) (8) Net loss (5,262) (790) (6,052) Basic loss per share (1.63) (0.24) (1.87) Diluted loss per share $ (1.63) $ (0.24) $ (1.87) Weighted average number of shares used in per share calculation - basic 3,232,345 — 3,232,345 Weighted average number of shares used in per share calculation - basic 3,232,345 — 3,232,345 Six Months Ended June 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Revenue Professional services $ 2,713 $ (381) $ 2,332 Total revenue 5,095 (381) 4,714 Gross Margin (1,680) (381) (2,061) Operating expenses General and administrative 6,566 (144) 6,422 Total operating expenses 7,128 (144) 6,984 Loss from operations (8,808) (237) (9,045) Loss before income taxes (9,747) (237) (9,984) Income tax (expense) benefit 171 617 788 Net loss (9,576) 380 (9,196) Basic loss per share (4.45) (0.24) (4.69) Diluted loss per share $ (4.45) $ (0.24) $ (4.69) Weighted average number of shares used in per share calculation - basic 2,149,777 — 2,149,777 Weighted average number of shares used in per share calculation - basic 2,149,777 — 2,149,777 Six Months Ended June 30, 2023 (unaudited) Net cash used in operating activities As Previously Reported Adjustments As Restated Net loss $ (9,576) $ 380 $ (9,196) Stock-based compensation 56 (144) (88) Accounts receivable 6,055 381 6,436 Income taxes $ (198) $ (617) $ (815) As of September 30, 2023 (unaudited) As Previously Reported Adjustments As Restated ASSETS Accounts Receivable, net $ 6,013 $ (381) $ 5,632 Total current assets 14,338 (381) 13,957 Total assets 15,292 (381) 14,911 Total Liabilities Deferred Tax Liability 616 (616) — Total Liabilities 21,361 (616) 20,745 Total Shareholders' Equity Additional paid-in capital 55,475 (144) 55,331 Accumulated deficit (61,571) 379 (61,192) Total shareholders'equity (6,069) 235 (5,834) Total liabilities and shareholders' equity $ 15,292 $ (381) $ 14,911 Nine Months Ended September 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Operating expenses General and administrative $ 10,105 $ (144) $ 9,961 Total operating expenses 10,195 (144) 10,051 Loss from operations (11,967) (237) (12,204) Loss from continuing operations before income taxes (13,611) (237) (13,848) Income tax benefit on continuing operations 171 617 788 Loss from continuing operations (13,440) 380 (13,060) Loss from discontinued operations, net of tax (3,575) — (3,575) Net loss (17,015) 380 (16,635) Basic loss per share (4.89) 0.11 (4.78) Diluted loss per share $ (4.89) $ 0.11 $ (4.78) Weighted average number of shares used in per share calculation - basic 3,480,014 — $ 3,480,014 Weighted average number of shares used in per share calculation - basic 3,480,014 — $ 3,480,014 Nine Months Ended September 30, 2023 (unaudited) Net cash used in operating activities As Previously Reported Adjustments As Restated Net loss $ (17,015) $ (380) $ (17,395) Stock-based compensation (107) (144) (251) Accounts receivable 9,130 381 9,511 Deferred income taxes $ (216) $ (617) $ (833) Credit Risk Credit risk arises from cash and trade and other receivables. The exposure to credit risk was as follows (in thousands): December 31, December 31, 2023 2022 Cash $ 123 $ 905 Accounts receivable, net 3,601 15,143 Due from MSAs — 4,913 Total $ 3,724 $ 20,961 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, difficult, and subjective judgment include the recognition and measurement of patient service fees, net, hospital, management and other revenue, the collectability of accounts receivable, the fair value measurements of goodwill and intangible assets, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, the valuation and recognition of stock-based compensation expense, among others. Actual results experienced by the Company may differ from management’s estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. Significant assumptions, judgments, and estimates that management has made at the end of the reporting period that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: patient service fees, net; hospital, management, and other revenue; accounts receivable; and due to/from related parties. Cash Cash is held in financial institutions with good standing, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Accounts receivable, net On January 1, 2023, the Company adopted Accounting Standards Update No, 2016-13, Measurement of Credit Losses on Financial Instruments, and its related amendments using the prospective method. The new standard requires the use of a current expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset is first originated or acquired, and each subsequent reporting period. Historical accounts receivable was primarily derived from revenue which has been included in discontinued operations for the years ended December 31, 2023 and 2022, however, Assure did not sell its accounts receivable. The cash collection cycles of the Company may be protracted due to the majority of its revenue being billed to third-party commercial insurance payors on an out-of-network basis. The collection cycle for IONM to out-of-network payors may require an extended period to maximize reimbursement on claims, which had resulted in accounts receivable growth tied to the Company’s overall growth in technical and professional service revenues. The collection cycle may consist of multiple payments from out-of-network private insurance payors, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Based on the Company’s historical experience, claims generally become uncollectible once they are aged greater than 24 months; as such, included in the Company’s allowance for implicit price concessions is an estimate of the likelihood that a portion of the Company’s accounts receivable may become uncollectible due to age. The Company continues collection efforts on claims aged over 24 months. Collections on claims are recorded as revenue in the period received as such collections represent a subsequent change to the initial estimation of the transaction price. The Company’s allowance for implicit price concessions was $13.8 million and $13.9 million as of December 31, 2023 and 2022, respectively Financial Instruments Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short-term nature of these instruments. Long-term debt is carried at amortized cost and measured at fair value on a quarterly basis for disclosure purposes. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, bank debt, trade and other receivables, trade and other payables, acquisition indebtedness, convertible debentures, and finance leases. The carrying amounts of the Company’s cash, receivables, and payables, as reflected in the consolidated financial statements approximate fair value due to the short-term maturity of these items. The other long-term instruments approximate their carrying amounts as assessed by management. The Company’s financial instruments are exposed to certain financial risks, including concentration risk, liquidity risk, and market risk. Concentration risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash and trade receivables. The carrying amount of the financial assets represents the maximum credit exposure. The Company limits its exposure to concentration risk on cash by placing these financial instruments with high-credit, quality financial institutions and only investing in liquid, investment grade securities. The Company has a number of individual third-party payors and no individual third party insurers that represent a concentration risk. Net patient service fee revenue, which is included in discontinued operations, has historically been recognized in the period in which IONM services are rendered, at net realizable amounts from third party payors when collection is reasonably assured and can be estimated. The Company bills national, regional and local third party insurers which pose a low risk of insolvency because they are regulated by state insurance commissions which require appropriate reserves to be maintained to reimburse healthcare providers for submitted claims. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party insurers. Since allowable charges for services rendered out-of-network are not contractually based, the Company establishes net realized value by evaluating the payor mix, historical settlement and payment data for a given payor type, and current economic conditions to calculate an appropriate net realizable value for net patient service revenue and accounts receivables. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its net patient service revenue estimates as necessary in subsequent periods. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due and arises from the Company’s management of working capital. The Company strives to ensures that there is sufficient liquidity to meet its short-term business requirements, considering its anticipated cash flows from operations and its holdings of cash. A significant portion of the trade and other payables balance is related to amounts owed to third parties for professional fees and the accrual of billing and collection fees to be paid to the Company’s third-party billing and collection vendors. The billing and collection fees are accrued in the same period as services are rendered and revenue is recognized by the Company. The accrued billing and collection fees are calculated based on a percentage of the estimated net realized value of the of the revenue recognized. The accrued fees to be paid to the third party billing and collection vendors are contingent on cash collections and are typically paid the following month after collections are achieved. Additional billing and collection fees are accrued when the cash collected exceeds the revenue recognized by the Company at the time of services rendered. Market risk is the risk that changes in the market prices, such as interest rates, will affect the Company’s income or the value of the financial instruments held. The Company’s policy is to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for the Company. Fluctuations in the interest rates impact the value of cash but such fluctuations will have no significant impact to the Company’s consolidated financial instruments. Derivative Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Goodwill and Identified Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using a Level 1 input which estimates the fair value of the Company’s equity by utilizing the Company’s trading price as of the end of the reporting period. The Company then compares the derived fair value of a reporting unit with the carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During 2023, the Company determined goodwill was not impaired based on its qualitative assessment. During the fourth quarter 2022, the Company determined there to be an indicator of goodwill impairment based upon the Company’s market capitalization exceeding book capital. Based upon the Company’s analysis it recorded an impairment charge $3.4 million for the year ended December 31, 2022. Additionally, during 2023, as a result of the Company’s strategic shift (Note 1), goodwill of $1.9 million was reclassified to assets held for sale as of December 31, 2023 and 2022, respectively (Note 7). Identified intangible assets Identified finite-lived intangible assets consist of trade names and other agreements. The tradename has an indefinite life and is not being amortized, while the agreements are being amortized on a straight-line bases over their estimated useful lives: Doctor agreements 1 year Noncompete agreements 2 years The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. During the year ended December 31, 2022, the Company’s estimated useful life for doctor agreements decreased to one year from ten years since the Company believes this useful life better reflects the assessment surgeons make when evaluating service providers. As a result, the Company recorded additional amortization of $3.1 million related to this change in estimate. Additionally, during the year ended December 31, 2022, the Company recorded impairment charges of $117 thousand related to trade names that are no longer in use. Additionally, during 2023, as a result of the Company’s strategic shift (Note 1), intangible assets of $98 thousand and $390 thousand were reclassified as a component of assets held for sale as of December 31, 2023, and 2022 (Note 7), respectively. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the related assets’ estimated useful lives: Medical equipment 2.5 years Computer equipment 2.0 years Furniture and fixtures 4.0 years Expenditures that materially increase asset life are capitalized, while ordinary maintenance and repairs are expensed as incurred. Additionally, during 2023, as a result of the Company’s strategic shift (Note 1), the majority of property and equipment was reclassified as a component of assets held for sale as of December 31, 2023, and 2022 (Note 7). Debt Issuance Costs Debt issuance costs are presented in the consolidated balance sheets as a deduction from the carrying amount of the long-term debt and are amortized over the term of the associated debt to interest expense using the effective interest method. In addition, the Company elects to continue to defer the unamortized debt issuance costs when it pays down a portion of the debt as the prepayment is factored into the terms agreed to on the debt. Share Issuance Costs Costs attributable to the raising of capital are applied against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of shares to which the costs relate. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued liabilities, and noncurrent lease liabilities in the Company’s consolidated balance sheets. The ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components from lease components and instead to account for each separate lease component and its associated non-lease components as a single lease component. Revenue Recognition and Collection Cycle The Company recognizes revenue when its customer obtains control of promised services, in an amount that reflects the consideration which the entity expects to receive in exchange for those services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Historically, the Company recognized revenue primarily from fees for IONM services provided. Such revenues have been included is discontinued operations for the years ended December 31, 2023, and 2022 due to the Company’s strategic shift (Note 1). Revenue was recognized at a point in time upon satisfaction of the Company’s performance obligation to a customer, which was at the time of service. Revenue was based on the Company’s best estimate of the transaction price the Company expects to receive in exchange for the services rendered. Our estimate of the transaction price includes estimates of price concessions for such items as contractual allowances from third-party payors, potential adjustments that may arise from payment, and uncollectible amounts. The Company utilizes significant judgement to develop estimates of the stand-alone selling price for each distinct performance obligation based upon the relative stand-alone selling price. There is no variable consideration that relates to performance obligations. To determine the stand-alone selling price for performance obligations, services rendered, the Company performs a collection analysis for out-of-network billings to private insurance companies and adjusts its estimated transaction price if the collection rate is different from the amount recorded in previous periods. Historically, this analysis is performed monthly. The cash collection cycles of the Company may be protracted due to the majority of its revenue being billed to third-party commercial insurance payors on an out-of-network basis. The collection cycle for IONM to out-of-network payors may require an extended period to maximize reimbursement on claims, which results in accounts receivable growth tied to the Company’s overall growth in technical and professional service revenues. The collection cycle may consist of multiple payments from out-of-network private insurance payors, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Based on the Company’s historical experience, claims generally become uncollectible once they are aged greater than 24 months; as such, included in the Company’s allowance for implicit price concessions is an estimate of the likelihood that a portion of the Company’s accounts receivable may become uncollectible due to age. The Company continues collection efforts on claims aged over 24 months. Collections on claims are recorded as revenue in the period received as such collections represent a subsequent change to the initial estimation of the transaction price. Technical and professional service revenue Technical and professional service revenue is recognized at a point in time in which performance obligations are satisfied at the amount that reflects the consideration to which the Company expects to be entitled. Performance obligations are satisfied when IONM services are rendered. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party commercial insurers. Since allowable charges for services rendered out-of-network are not explicitly identified in the contract, the Company determines the transaction price based on standard charges for services provided, reduced by and implicit price concessions based on evaluating the payor mix, historical settlements and payment data for payor types and current and future economic conditions to calculate an appropriate net realizable value for revenue and accounts receivable. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its revenue estimates as necessary in subsequent periods. Such revenue is included in discontinued operations for the years ended December 31, 2023 and 2022 (Note 7). Other revenue The Company recognizes revenue from managed service arrangements on a contractual basis. Revenue is recorded when the Company has completed its performance obligations, which is the time of service on a monthly basis. During the fourth quarter of 2022 and continuing throughout 2023, the Company terminated the majority of its managed service arrangements and anticipates terminating the remaining managed service arrangement during 2024. Stock-based Compensation Expense The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on stock-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The authoritative guidance also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of a stock award. The stock-based compensation expense for such modification is the sum of any unamortized expense of the award before modification and the modification expense. The modification expense is the incremental amount of the fair value of the award before the modification and the fair value of the award after the modification, measured on the date of modification. In the event the modification results in a longer requisite period than in the original award, the Company has elected to apply the pool method where the aggregate of the unamortized expense and the modification expense is amortized over the new requisite period on a straight-line basis. In addition, any forfeiture will be based on the original requisite period prior to the modification. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. Bad debt expense The Company records bad debt expense related to the write down of receivables from MSA or PEs that are deemed uncollectible. During the year ended December 31, 2023, and 2022, the Company recorded bad debt expense of $4.4 million and $1.4 million, respectively, primarily related to the settlement of amounts due from MSAs and PEs related to the termination of those agreements. Segment and Geographic Information The Company operates in one segment and its services are sold nationally in the United States directly through the Company. Income Taxes The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was determined using the asset and liability method prescribed by GAAP. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. If and when it is determined that a deferred tax asset will not be realized for its full amount, the Company will recognize and record a valuation allowance with a corresponding charge to earnings. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Contingencies From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable, and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recent Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update No, 2016-13, Measurement of Credit Losses on Financial Instruments, and its related amendments using the prospective method. The new standard requires the use of a current expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset is first originated or acquired, and each subsequent reporting period. The adoption of this standard did not have a material impact to the Company’s 2023 financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of specific categories in the effective tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. This guidance is effective on a prospective or retrospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the disclosures within its consolidated financial statements. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 4. REVENUE The Company disaggregates revenue from contracts with customers by revenue stream as this depicts the nature, amount, timing and uncertainty of its revenue and cash flows as affected by economic factors. Commercial insurance consists of all Neuromonitoring cases whereby a patient has healthcare insurance. Facility billing consists of services related to uninsured or government patients whereby the Company has an agreement with the facility for services for the patient and other contracted agreements with facilities. The Company does not have any contract assets or contract liabilities as of or during the years ended December 31, 2023 and 2022. The Company’s revenue disaggregated by payor is as follows (stated in thousands): Year Ended December 31, 2023 2022 Managed service agreements and other $ 255 $ 471 Accounts Receivable A summary of the accounts receivable by revenue stream is as follows (stated in thousands): December 31, December 31, December 31, 2023 2022 2021 Technical service $ 1,308 $ 3,072 $ 18,904 Professional service 2,293 11,829 8,209 Other — 242 697 Total accounts receivable, net 3,601 15,143 27,810 Due from MSA — 4,913 5,886 Total receivables, net $ 3,601 $ 20,056 $ 33,696 The concentration of accounts receivable by payor as a percentage of total accounts receivable is as follows: As of December 31, As of December 31, 2023 2022 Commercial insurance 82 % 84 % Facility billing 18 % 9 % Other — % 7 % Total 100 % 100 % |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | 5. LEASES Under ASC 842, Leases Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As a practical expedient, the Company elected not to separate non-lease components for the corporate office facility (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. Operating leases The Company leases a corporate office facility under an operating lease which expires October 31, 2025. The Company entered into a sublease for this space during November 2023 for the remaining lease term. The incremental borrowing rate for this lease was 10%. During November 2023, the Company entered into a month-to-month lease for corporate office space. During April 2023, the Company entered into a lease for corporate offices space which expires May 2025. The incremental borrowing rate for this lease was 7%. Finance leases The Company leases medical equipment under financing leases with stated interest rates ranging from 5.2% — 13.4% per annum which expire at various dates through 2026. The majority of assets subject to finance leases are included in assets held for sale as of December 31, 2023 and 2022. The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2023 and 2022 (stated in thousands): December 31, December 31, 2023 2022 Operating $ 616 $ 672 The following are the components of lease cost for operating and finance leases (stated in thousands): Year Ended December 31, 2023 2022 Lease cost: Operating leases: Amortization of ROU assets $ 252 $ 309 Interest on lease liabilities 73 89 Total operating lease cost, included in general and administrative expenses 325 398 Finance leases: Amortization of ROU assets 278 449 Interest on lease liabilities 45 81 Total finance lease cost, included in discontinued operations 323 530 Total lease cost $ 648 $ 928 The following are the weighted average lease terms and discount rates for operating and finance leases: As of As of December 31, 2023 December 31, 2022 Weighted average remaining lease term (years): Operating leases 3.6 1.0 Finance leases 1.8 1.4 Weighted average discount rate (%): Operating leases 9.9 10.0 Finance leases 8.0 7.6 The Company obtained operating lease ROU assets in exchange for lease liabilities of $42 thousand upon commencement of operating leases during the year ended December 31, 2023, and $79 thousand of finance ROU assets upon commencement of finance leases during the year ended December 31, 2022. Future minimum lease payments and related lease liabilities as of December 31, 2023 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2024 $ 431 $ 268 $ 699 2025 352 153 505 2026 — 23 23 Total lease payments 783 444 1,227 Less: imputed interest 69 32 101 Present value of lease liabilities 714 412 1,126 Less: current portion of lease liabilities 377 244 621 Noncurrent lease liabilities $ 337 $ 168 $ 505 Note: Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance, and real estate taxes. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 6. ACQUISITIONS Acquisition of Certain Assets of Innovation Neuromonitoring, LLC On August 2, 2023, Assure Networks Texas Holdings II, LLC (“Purchaser”), a wholly owned subsidiary of Assure Networks, LLC, a wholly owned subsidiary of Assure Holdings Corp., entered into an asset purchase agreement (the “Purchase Agreement”) with Innovation Neuromonitoring LLC (the “Seller”) and certain principals. Pursuant to the Purchase Agreement, Purchaser agreed to purchase certain assets of the Seller related to the Seller’s operating businesses that provide intraoperative neuromonitoring and related services. The acquired assets include, but are not limited to, tangible personal property, inventory, records, contracts, licenses, warranties, intellectual property, goodwill, software, (collectively, the “Assets”). The acquisition of the Assets closed on August 29, 2023 ( “Closing”). Subject to certain adjustments, the Assets were acquired for a purchase price of $1,200,000 payable as set forth below. (1) $800,000 in cash installment payments, in accordance with the following payment schedule: a. $100,000 was paid in cash in conjunction with the signing of the Letter of Intent and was subject to repayment if the transaction did not close; b. $200,000 was paid at the closing minus $131,422 , the amount that has been pre-paid to Seller, and also minus $34,000 which was paid to a vendor for amounts owed to the vendor by the Seller; c. $500,000 to be paid in cash in twenty-four equal monthly installments, with the first installment being due on or before September 1, 2023, and the remaining installments being due on the first business day of each month thereafter, with the monthly installment subject to adjustment based on the performance of the Assets as set forth in the purchase Agreement; and (2) $400,000 in common stock of the Company, calculated as of the date of the Purchase Agreement was executed, which was subject to a six-month lock-up. Pursuant to the Purchase Agreement, the Company agreed to register the Shares under the Securities Act of 1933 on a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission within 15 days of the Closing (collectively, the “Registrable Securities”) for resale by the Seller or Principals. The Company filed the registration statement on Form S-1 with the SEC (File No. 333-269759), and is working to have the SEC bring it effective. The Purchase Agreement contains customary representations, warranties and covenants from each of the parties. Under the Purchase Agreement, the Seller have agreed to indemnify Assure for (a) any misrepresentation, omission, or breach by Seller and/or Principals of any representation or warranty contained in the Purchase Agreement or in any of the documents executed and delivered by Seller and/or Principals pursuant thereto; (b) any nonperformance, failure to comply, or breach of or default by Seller and/or Principals of any covenant, promise, or agreement of Seller and/or Principals contained in the Purchase Agreement or in any of the documents executed and delivered by Seller and/or Principals pursuant thereto; (c) any and all debts, obligations, duties, or liabilities (including taxes) of Seller and/or Principals relating to the Business or any of the Assets, that arise prior to the effective time of the Purchase Agreement, and any debts, obligations, duties, or liabilities of Seller relating to any asset retained by Seller, regardless of whether any notice, invoices, or bills for such debts, obligations, duties, or liabilities are received on or after the Closing Date; and (d) any material matter, act, thing, or occurrence caused by or resulting from any act or omission of Seller and/or Principals prior to the effective time of the Purchase Agreement. Under the Purchase Agreement, Purchaser has agreed to indemnify the Seller and Principals for (a) any misrepresentation, omission, or breach by Purchaser of any representation or warranty contained in the Purchase Agreement or in any of the documents executed and delivered by Purchaser pursuant thereto; (b) any nonperformance, failure to comply, or breach of or default by Purchaser of any covenant, promise, or agreement of Purchaser contained in the Purchase Agreement or in any of the documents executed and delivered by Purchaser pursuant thereto; (c) any and all debts, obligations, duties, or liabilities including, without limitation, those assumed by Purchaser hereunder, relating, directly or indirectly to the business activity of the Business that arise after the effective time of the Purchase Agreement; and (d) any matter, act, thing, or occurrence caused by or resulting from any act or omission of Purchaser. Additionally, on August 2, 2023, Assure Networks Texas Holdings II, LLC entered into an equipment sale agreement with Innovation to purchase certain equipment from Innovation for $165,000. This transaction closed on August 2, 2023. Due to the timing of this agreement, the purchase price and acquired equipment is included in the purchase price allocation below. As a result, the total purchase price for the acquired assets was $1.3 million. The following table summarizes the allocation of the total consideration to the assets acquired, based on fair values as determined by the Company, as of the close date of the acquisition (stated in thousands): Total purchase price $ 1,365 Less fair value of amount paid to third-party vendor (37) Less fair value adjustment for issuance of common shares (195) Net purchase price 1,133 Equipment 248 Total assets acquired 248 Total goodwill $ 885 Assure incurred legal costs of approximately $10,000 related to this transaction. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 7. DISCONTINUED OPERATIONS During September 2023, the Company’s Board of Directors initiated a process to explore strategic alternatives for the business. In consultation with financial and legal advisors, a comprehensive strategic review process began immediately and evaluated a broad range of options to maximize shareholder value. As a result of the corporate actions described above, the Company’s technical and professional services meet the criteria to be considered “held for sale”. Accordingly. the assets associated with these services are classified and reflected on our consolidated balance sheets as “held for sale” as of and December 31, 2023 and 2022, and their results of operations are classified as “discontinued operations” in the consolidated statements of operations for the years ended December 31, 2023 and 2022. The following table presents the major classes of assets of the discontinued operations ( : December 31, December 31, 2023 2022 Fixed assets $ 311 $ 70 Finance lease right of use asset, net 118 382 Intangibles, net 98 390 Goodwill 1,910 1,025 Total assets $ 2,437 $ 1,867 The following table summarizes the results of operations of the discontinued operations (stated in thousands): Year Ended December 31, 2023 2022 Revenue Technical services $ 2,991 $ 3,519 Professional services 3,785 8,476 Other 978 (1,490) Revenue, net 7,754 10,505 Cost of revenues, excluding depreciation and amortization 11,380 12,658 Gross margin (3,626) (2,153) Operating expenses Sales and marketing 366 945 Depreciation and amortization 582 4,051 Total operating expenses 948 4,996 Loss from discontinued operations (4,574) (7,149) Other expenses Interest expense (45) (100) Total other expense (45) (100) Loss from discontinued operations (4,619) (7,249) Income tax expense (12) — Net loss from discontinued operations $ (4,631) $ (7,249) |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following (stated in thousands): December 31, 2023 2022 Accounts payable $ 6,840 $ 2,296 Payroll liabilities 26 86 Other accrued liabilities 545 537 Accounts payable and accrued liabilities $ 7,411 $ 2,919 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT As of December 31, 2023, and 2022, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, December 31, 2023 2022 Face value of convertible debt $ 3,450 $ 3,450 Less: principal converted to common shares (60) (60) Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 1,467 1,086 Total convertible debt 3,334 2,953 Face value of Centurion debt 11,000 11,000 Less: deemed fair value ascribed to warrants (1,204) (1,204) Plus: accretion of implied interest 776 476 Less: unamortized debt issuance costs (227) (386) Total Centurion debt 10,345 9,886 Total debt 13,679 12,839 Less: current portion of debt (13,679) (965) Long-term debt $ — $ 11,874 As of December 31, 2023, future minimum principal payments are summarized as follows (stated in thousands): Convertible Debt Debenture Principal due in 2024 $ 3,390 $ 11,000 Less: fair value ascribed to conversion feature and warrants (1,523) (1,204) Plus: accretion and implied interest 1,467 776 Less: debt issuance costs — (227) $ 3,334 $ 10,345 The Centurion debt is contractually due during 2025 but has been classified as current liability for accounting purposes as the Company is not compliant with the Centurion debt covenants as of December 31, 2023. The following table depicts accretion expense, debt issuance cost amortization and interest expense related to the Company’s debt obligations for the years ended December 31, 2023, and 2022 (in thousands): Year Ended December 31, 2023 2022 Accretion expense Convertible debt $ 381 $ 381 Centurion debt 300 300 $ 681 $ 681 Debt issuance cost amortization Centurion debt $ 159 $ 161 Interest paid Convertible debt $ 221 $ 221 Centurion debt 1,278 1,230 $ 1,499 $ 1,451 Paycheck Protection Program During March 2021, the Company received an unsecured loan under the United States Small Business Administration Paycheck Protection Program (“PPP”) in the amount of $1.7 million. Assure executed a PPP promissory note, which was to mature on February 25, 2026. Under the terms of the PPP Loan, all or a portion of the Loan could be forgiven if the Company maintains its employment and compensation within certain parameters during the 24-week period following the loan origination date and the proceeds of the PPP Loan were spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. In January 2022, the Company received forgiveness of the $1.7 million PPP Loan, resulting in no balance due. Convertible Debt On November 22, 2019, the Company launched a non-brokered private placement of convertible debenture units (“CD Unit”) for gross proceeds of up to $4 million, with an option to increase the offering by an additional $2 million (the “Offering”). On December 13, 2019, the Company closed on Tranche 1 of the Offering for gross proceeds of $965 thousand and the issuance of 3,445 warrants. These proceeds will be used for working capital and growth capital purposes. Each CD Unit was offered at a price of $1. Each CD Unit included, among other things, 3 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $190.00 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock at a conversion price of $140.00 per share for a period of four years. The CD Units carry a 9% coupon rate. The fair value of the debt was determined to be $401 thousand, the conversion feature $376 thousand and the warrants $188 thousand. The difference between the fair value of the debt of $401 thousand and the face value of debt of the $965 thousand will be accreted as interest expense over the four-year life of the CD Units. The finders’ received $67 thousand and 9,650 warrants to purchase shares of the Company’s common stock at a price of $9.50 per share for three years. These warrants expired during the year ended December 31, 2023 unexercised. From January 2020 to April 2020, the Company closed on three separate tranches of the Offering for total proceeds of $1.7 million. The net proceeds from these tranches of the Offering are being utilized for working capital purposes. Each CD Unit was offered at a price of $1. Each CD Unit includes, among other things, 72 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $190.00 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock as a conversion price of $140.00 per share for a period of four years. The CD Units carry a 9% coupon rate. In conjunction with these Offerings, finders’ received $79 thousand and 563 warrants to purchase shares of the Company’s common stock at a price of $190.00 per share for three years. These warrants expired during the year ended December 31, 2023 unexercised. The fair value of the second tranche of debt was determined to be $259 thousand, the conversion feature $152 thousand and the warrants $58 thousand. The difference between the fair value of the debt of $259 thousand and the face value of debt of $469 thousand will be accreted as interest expense over the four-year life of the CD Units. The fair value of the third tranche of debt was determined to be $483 thousand, the conversion feature $291 thousand and the warrants $112 thousand. The difference between the fair value of the debt of $483 thousand and the face value of debt of $886 thousand will be accreted as interest expense over the four-year life of the CD Units. The fair value of the fourth tranche of debt was determined to be $159 thousand, the conversion feature $96 thousand and the warrants $45 thousand. The difference between the fair value of the debt of $159 thousand and the face value of debt of $300 thousand will be accreted as interest expense over the four-year life of the CD Units. The value of the conversion feature and the warrants is recorded to additional paid-in capital as the equity component of convertible debt issuance. At the end of April 2020, the Company launched a separate non-brokered private placement of convertible debenture units (“April CD Unit”) for gross proceeds of up to $500 thousand, with an option to increase the offering by an additional $500 thousand (the “April Offering”). The $830 thousand proceeds from the April Offering were used for working capital and to retire part of the $800 thousand obligation due on May 15, 2020 to the Sellers of Neuro-Pro Monitoring. Each April CD Unit was offered at a price of $1. Each April CD Unit included, among other things, 100 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $100.00 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock as a conversion price of $3.35 for a period of four years. The CD Units carry a 9% coupon rate. On May 21, 2020, the Company closed the April Offering. In conjunction with the April Offering, finders’ received $23 thousand and 345 warrants to purchase shares of the Company’s common stock at a price of $67.00 per share for four years. The fair value of the April Offering of debt was determined to be $364 thousand, the conversion feature $279 thousand and the warrants $187 thousand. The difference between the fair value of the debt of $364 thousand and the face value of debt of $830 thousand will be accreted as interest expense over the four-year life of the CD Units. The value of the conversion feature and the warrants is recorded to additional paid-in capital as the equity component of convertible debt issuance. During April 2024, the Company entered into exchange agreements with certain Convertible Debenture holders, whereby the Company agreed to issue 1,337,371 common shares The majority of the convertible debt matured during the period of December 2023 through March 2024. The Company has not paid the amounts due per the terms of the convertible debt agreements. As such, the convertible debt is payable on demand. However, the Company is planning to offer Assure common shares to settle the remaining principal and accrued interest related to the outstanding balance of the Convertible Debentures in common shares of Assure stock valued based on the 5-day VWAP prior to the closing of the Danam Health merger (see Note 16). There is no guarantee that the Company will be able to settle the amounts outstanding under the Convertible Debenture with common shares of the Company. Debenture On June 10, 2021, the Company entered into definitive agreements to secure a credit facility under the terms of a commitment letter dated March 8, 2021 (the “Commitment Letter”) with Centurion Financial Trust, an investment trust formed by Centurion Asset Management Inc. (“Centurion”). Under the terms of the Commitment Letter, Assure issued a debenture to Centurion, dated June 9, 2021 (the “Debenture”), with a maturity date of June 9, 2025 (the “Maturity Date”), in the principal amount of $11 million related to a credit facility comprised of a $6 million senior term loan (the “Senior Term Loan”), a $2 million senior revolving loan (the “Senior Revolving Loan”) and a $3 million senior term acquisition line (the “Senior Term Acquisition Line” and together with the Senior Term Loan and the Senior Revolving Loan, the “Credit Facility”). The Senior Term Acquisition Line will be made available to the Company to fund future acquisitions, subject to certain conditions and approvals of Centurion. The Credit Facility matures in June 2025. During November 2021, the Company and Centurion entered into an amended to allow the Senior Short Term Acquisition Line to be utilized for organic growth and general working capital purposes. The principal amount of the Debenture drawn and outstanding from time to time shall bear interest both before and after maturity, default and judgment from the date hereof to the date of repayment in full at the rate of the greater of 9.50% or the Royal Bank of Canada Prime Rate plus 7.05% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any obligations are outstanding, the first of such payments being due July 2, 2021 for the period from the Advance to the date of payment, and thereafter monthly. The difference between the commitment and the amount of the Loan outstanding from time to time shall bear a standby charge, for the period between June 2021 and the end of the availability period, in the amount of 1.50% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any amount of the commitment remains available and undrawn, the first of such payments being due July 2, 2021. Interest on overdue interest shall be calculated and payable at the same rate plus 3% per annum. With respect to the Senior Revolving Loan, Assure may prepay advances outstanding thereunder from time to time, with not less than 10 business days prior written notice of the prepayment date and the amount, in the minimum amount of $250 thousand. Any amount of the Senior Revolving Loan prepaid may be re-advanced. With respect to the Senior Term Loan and Senior Term Acquisition Line, Assure may prepay the advances outstanding thereunder, without penalty or bonus, in an amount not to exceed 25% of the aggregate of all Advances then outstanding under the Term Loans, on each anniversary date of the first advance made hereunder, provided in each case with not less than 30 days written notice of the Company's intention to prepay on such anniversary date and the proposed prepayment amount. Any prepayments to the Term Loans other than those permitted in the immediately preceding sentence may only be made on 30 days prior written notice of the prepayment date and the amount, and are subject to the Company paying on such prepayment date a prepayment charge equal to the lesser of (i) twelve The Credit Facility is guaranteed by the subsidiaries under the terms of the guarantee and secured by a first ranking security interest in all of the present and future assets of Assure and the Subsidiaries under the terms of the security agreement. Assure paid Centurion on first Advance of the Loan a commitment fee of 2.25%, being $248 thousand, made by withholding from the first advance. A portion of the proceeds from the Debenture were utilized to repay other debt which was outstanding at that time. As of December 31, 2023, the Company was not in compliance with the Debenture debt covenants. As a result, Centurion may demand full repayment of the outstanding principal and interest. During April 2024, the Company entered into an exchange agreement with Centurion whereby the Company agreed to issue 236,164 common shares Warrant Fee In addition, Assure issued Centurion an aggregate of 13,750 non-transferrable common stock purchase warrants. Each warrant entitles Centurion to acquire one share in the capital of Assure, at an exercise price equal to $1.20. The warrants and underlying shares of common stock are subject to applicable hold periods under U.S. securities laws. |
SHAREHOLDERS' (DEFICIT) EQUITY
SHAREHOLDERS' (DEFICIT) EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS' (DEFICIT) EQUITY | 10. SHAREHOLDERS’ (DEFICIT) EQUITY Common Shares The Company has 9,000,000 common shares authorized at $0.001 par value. As of December 31, 2023, and 2022, there were 6,720,460 and 1,051,098, respectively, common shares issued outstanding Nasdaq Notice On July 25, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”). The Notice had no immediate effect on the continued listing status of the Company's Common Stock on The Nasdaq Capital Market, and, therefore, the Company's listing remains fully effective. The Company is provided a compliance period of 180 calendar days from the date of the Notice, or until January 22, 2024, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before January 22, 2024, the closing bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(G) to 20 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the Company does not regain compliance during the compliance period ending January 22, 2024, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid price requirement, and notifies Nasdaq of its intent to cure the deficiency. On August 16, 2023, the Company received notice from the Staff of the Nasdaq that the Company no longer satisfies the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market, or the alternatives to that requirement - a $35 million market value of listed securities or $500,000 in net income in the most recent fiscal year or two or the last three fiscal years - as required by Nasdaq Listing Rule 5550(b) (the “Equity Requirement”). The notification is separate from, and in addition to, the previously deficiency letter that the Company received from the Staff on July 25, 2023, as discussed above. As with the Bid Price Deficiency Letter (as defined above), the Staff’s notification had no immediate effect on the Company’s continued listing on The Nasdaq Capital Market. In accordance with the Nasdaq Listing Rules, the Company was provided 45 calendar days, or until October 2, 2023, to submit a plan to regain compliance with the Equity Requirement (the “Compliance Plan”). On October 2, 2023, the Company submitted its plan of compliance to the Staff. On November 1, 2023, the Staff provided notice to the Company that the Staff had granted an extension until January 22, 2024, to complete certain key steps of the Company’s compliance plan and, assuming those steps are complete on or before January 22, 2024 to complete certain key steps of the Company’s compliance plan. On January 24, 2024, the Company received a determination letter (the “Determination Letter”) from the Staff stating that it had not regained compliance with Listing Rule 5550(a)(2) and is not eligible for a second 180-day period to regain compliance. The Company appealed the Staff’s determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series and had a hearing with a Nasdaq Hearings Panel (the “Panel”) on April 9, 2024. The Company still awaiting the Panel’s decision on whether the Company’s plan as presented to the Panel has been accepted. Based on the Company’s representations made in its compliance plan submitted to the Staff, on November 1, 2023, the Staff granted the Company an extension until January 22, 2024, to regain compliance with the Equity Requirement. However, the Staff indicated in the Determination Letter that, pursuant to Listing Rule 5810(d)(2), this deficiency serves as an additional and separate basis for delisting, and as such, the Company should address its non-compliance with the Equity Requirement before the Panel, if it appeals the Staff’s determination, which the Company has done. There can be no assurance that the Company’s plan as presented to the Panel will be accepted by the Panel or that, if it is, the Company will be able to regain compliance with the applicable Nasdaq listing requirements, or that a Panel will stay the suspension of the Company’s securities. If Nasdaq delists our common stock from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: ● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future. Reverse Share Split During March 2023, the total number of shares of common stock authorized by the Company was reduced from 180,000,000 shares of common stock, par $0.001, to 9,000,000 shares of common stock, par $0.001, and the number of shares of common stock held by each stockholder of the Company were consolidated automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the reverse split divided by twenty twenty one No fractional shares were issued in connection with the reverse split and all fractional shares were rounded up to the next whole share. Additionally, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by twenty twenty All shares of common stock, options, warrants and other convertible securities and the corresponding price per share amounts have been presented to reflect the reverse split in all periods presented within these consolidated financial statements. Share Issuances In August 2022, the Company completed an underwritten public offering with gross proceeds to the Company of approximately $6.2 million, before deducting underwriting discounts and other estimated expenses payable by the Company. Under the offering 278,804 common shares were issued at a price to the public of $22.40 per share. The Company utilized the net proceeds from this offering for general corporate purposes, including, but not limited to, repayment of indebtedness and increasing working capital expenditures. In addition, the Company granted the underwriter a 45-day During March 2023, the Company completed a private placement for 50,000 common shares at $6.00 per common shares for gross proceeds of $300 thousand. During May 2023, the Company completed its pricing of an underwritten public offering of 5,000,000 shares of common stock (or prefunded warrants in lieu thereof) at an offering price to the public of $1.20 per share (or $1.199 per pre-funded warrant). The Company issued 750,000 pre-funded warrants which were immediately exercisable at a nominal exercise price of $0.001 or on a cashless basis. The 750,000 prefunded warrants were exercised during August 2023. The gross proceeds to the Company from the offering of approximately $6 million, before deducting the underwriters’ fees and other offering expenses payable by Assure. The Company utilized the net proceeds from the offering of $5.1 million for general corporate purposes, including working capital, marketing, and capital expenditures. The Company granted the underwriters in the offering a 45-day During June 2023, the Company issued 59,748 common shares to certain employees, directors, and vendors in lieu of cash compensation. During August 2023, the Company issued 547,946 common shares per the terms of the Innovation asset purchase agreement (see Note 6). See Note 16 for discussion regarding common shares issued in 2024. Stock Option Plan On December 10, 2020, shareholders approved amendments to the Company’s stock option plan, which amended the plan previously approved on November 20, 2019 (the “Amended Stock Option Plan”). On December 10, 2020, the Company’s shareholders approved the adoption of a new fixed equity incentive plan (the “ During November 2021, the Company adopted and approved the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted thereunder, the Board will not grant future options or awards thereunder. Instead, moving forward, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants thereunder. As of December 31, 2023, there was 24,925 stock options outstanding under the Amended Stock Option Plan. No additional stock options will be issued under the Amended Stock Option Plan. As of December 31, 2023, there was 11,500 stock options outstanding and an aggregate of 88,500 shares of common stock were available for issuance under the 2021 Stock Option Plan. As of December 31, 2023, no transactions have occurred under the 2021 Employee Stock Purchase Plan. Options under the Plan are granted from time to time at the discretion of the Board, with vesting periods and other terms as determined by the Board. A summary of the stock option activity is presented below: Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2021 60,212 $ 111.20 3.60 Options granted 6,500 $ 103.20 Options exercised (40) $ 100.80 Options canceled / expired (17,632) $ 50.20 Balance at December 31, 2022 49,040 $ 129.60 2.8 Options granted 10,000 $ 0.86 Options canceled / expired (22,615) $ 130.82 Balance at December 31, 2023 36,425 $ 93.55 2.5 $ — Vested and exercisable at December 31, 2023 26,972 $ 113.40 2.0 $ — The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at December 31, 2023: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 5,370 0.1 $ 156.00 5,370 $ 156.00 2,475 0.8 $ 128.00 2,475 $ 128.00 9,830 2.1 $ 106.00 8,874 $ 106.00 1,500 2.3 $ 112.00 1,300 $ 112.00 5,750 2.8 $ 153.00 4,719 $ 153.00 1,500 3.2 $ 103.20 900 $ 103.20 10,000 4.5 $ 0.86 3,334 $ 0.86 36,425 2.5 $ 93.55 26,972 $ 113.40 The Company uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis and is included as a component of general and administrative expense in the consolidated statements of operations. The assumptions used in the model include expected life, volatility, risk-free interest rate, dividend yield and forfeiture rate. The Company’s determination of these assumptions are outlined below. Expected life — Volatility — Risk-free interest rate — Dividend yield — Forfeiture rate — The following assumptions were used to value the awards granted during the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Expected life (in years) 5.0 5.0 Risk-free interest rate 4.0 % 1.7 % Dividend yield — % — % Expected volatility 137 % 132 % Stock-based compensation expense (benefit) recognized in our consolidated financial statements for the years ended December 31, 2023 and 2022 was $(300) thousand and $1 million, respectively. The stock-based compensation benefit for the year ended December 31, 2023 was related to stock option forfeitures and cancellations. As of December 31, 2023, there was approximately $440 thousand of total unrecognized compensation cost related to 9,453 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 2.7 years. Warrants The following table details warrant activity for the years ended December 31, 2023, and 2022: Number of Warrants outstanding Balance at December 31, 2021 197,000 Debenture, warrants issued 9,000 Balance at December 31, 2022 206,000 Warrants expired (11,026) Warrants issued 750,000 Warrants exercised (750,000) Balance at December 31, 2023 194,974 2023 Warrants During the year ended December 31, 2023, the Company issued 750,000 pre-funded warrants which were immediately exercisable at a nominal exercise price of $0.001 or on a cashless basis. The 750,000 prefunded warrants were exercised during 2023. 2022 Warrants During the year ended December 31, 2022, the Company issued 9,000 warrants to Roth Capital as compensation for consulting with management regarding future financing opportunities. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 11. LOSS PER SHARE The following table sets forth the computation of basic and fully diluted loss per common share for the years ended December 31, 2023 and 2022 (stated in thousands, except per share amounts): Year Ended December 31, 2023 2022 Net loss $ (26,078) $ (30,112) Basic weighted average common stock outstanding 4,276,820 751,659 Basic loss per share $ (6.10) $ (40.06) Net loss $ (26,078) $ (30,112) Dilutive weighted average common stock outstanding 4,276,820 751,659 Diluted loss per share $ (6.10) $ (40.06) Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the treasury stock method to calculate the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential dilutive common shares include incremental common shares issuable upon the exercise of stock options, less shares from assumed proceeds. The assumed proceeds calculation includes actual proceeds to be received from the employee upon exercise and the average unrecognized stock compensation cost during the period. Stock options to purchase 36,425 and 49,040 common shares and warrants to purchase 194,974 and 206,000 common shares were outstanding at December 31, 2023 and 2022, respectively, that were not included in the computation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES The following table sets forth income tax expense for the years ended December 31, 2023 and 2022 (stated in thousands): Years Ended December 31, 2023 2022 Income tax expense: Federal $ — $ — State 60 5 60 5 Deferred tax (benefit) expense: Federal (729) 179 State (67) 18 (796) 197 Total income tax (benefit) expense $ (736) $ 202 The following table sets forth deferred tax assets and liabilities as of December 31, 2023 and 2022 (stated in thousands): Years Ended December 31, 2023 2022 Deferred Tax Assets (Liabilities): Noncurrent: Fixed assets $ (41) $ (101) Stock-based and performance share compensation. 1,408 1,920 Equity method investments (134) (138) Accrual to cash adjustment 243 (4,079) ROU Asset (139) (154) Lease liability 161 180 Net operating loss and carryforward 9,354 7,792 Intangibles 1,347 1,773 Debt issuance costs 1 10 Accretion expense (14) (268) Total Noncurrent DTL 12,186 6,935 Valuation Allowance (12,186) (7,731) Deferred Tax Liabilities, net $ — $ (796) The following table sets forth the effective tax rate reconciliation for the years ended December 31, 2023 and 2022 (stated in thousands): Years Ended December 31, 2023 2022 Reconciliation of effective tax rate: Federal taxes at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 1.4 % 2.0 % Permanent items (1.2) % — % Performance shares — % 1.1 % Provision to return adjustment and other (1.6) % (0.4) % Change in rate 0.4 % 0.8 % Change in valuation allowance (16.8) % (24.7) % NOL carryback difference (0.5) % (0.5) % Effective income tax rate 2.7 % (0.7) % The Company had an nominal effective tax rate of for the years ended December 31, 2023 and 2022. At December 31, 2023, $40.1 million of cumulative net operating loss carryforwards for federal income tax purposes were available to offset future taxable income of which none is subject to expiration. The Tax Reform Act of 1986 contains provisions that limit the utilization of net operating loss carryforwards if there has been a change in ownership as described in Internal Revenue Code Section 382. The Company has not prepared an analysis to determine if a change of control has occurred. Such a change of ownership may limit the Company’s utilization of its net operating losses. In assessing the realizability of deferred tax assets, management considers whether it is probable that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is probable that the Company will realize the benefits of these deductible differences at December 31, 2023. The Company accounts for unrecognized tax benefits in accordance with ASC Topic 740, Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions with varying statutes of limitations. As of December 31, 2023, the Company is not under examination in any jurisdiction and the tax years 2019 through 2023 remain open to examination in its federal and state jurisdictions. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | 13. EQUITY METHOD INVESTMENT Assure Networks, LLC holds various interests in PEs that are accounted for under the equity method of accounting. Under the equity method, the investment is initially recorded at cost and the carrying value is adjusted thereafter to include the Company’s pro rata share of earnings or loss of the investee. The amount of the adjustment is included in the determination of the Company’s net income and the investment account is also adjusted for any profit distributions received or receivable from an investee. During the year ended December 31, 2023, the Company dissolved the majority of its interest in the PE firms. The Company anticipates dissolving the remaining interests during 2024. The table below details the activity from equity method investments for the years ended December 31, 2023 and 2022 (stated in thousands). Balance, December 31, 2021 $ 525 Share of losses 39 Distributions (254) Balance, December 31, 2022 $ 310 Share of losses 43 Distributions (101) Disposition (77) Balance, December 31, 2023 $ 175 |
401K PLAN
401K PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
401K PLAN | 14. 401K PLAN The Company established the Assure Holdings 401(k) Plan (the “401k Plan”) under Section 401(k) of the Internal Revenue Code. Under the 401k Plan, employees, with greater than six months of service and over the age of 21 , may contribute up to 100% of their compensation per year subject to the elective limits as defined by IRS guidelines and the Company may make matching contributions in amounts not to exceed 6.0% of the employees’ annual compensation. Investment selections consist of mutual funds and do not include any of the Company’s common stock. As of January 1, 2023, the Company terminated its matching contribution to the 401K Plan. The Company’s contributions to the 401k Plan amounted to $ nil and $ 667 thousand for the years ended December 31, 2023 and 2022, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES Indemnifications The Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. These obligations include, but are not limited to, contracts entered into with physicians where the Company agrees, under certain circumstances, to indemnify a third party, against losses arising from matters including but not limited to medical malpractice and other liability. The impact of any such future claims, if made, on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to final outcome of these potential claims. As permitted under Nevada law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur. In April 2022, the U.S. Department of Justice (“DOJ)” issued Civil Investigative Demands which seek information with respect to a civil investigation under the Anti-kickback Statute and the False Claims Act. The Company voluntarily contacted the DOJ offering to provide any materials needed in the investigation and to answer any questions. While the Company’s policy during the relevant time was to not seek payments from federal health care programs, the third-party billing company utilized at that time submitted some claims to Medicare Advantage plans administered by commercial insurance companies. The Company has worked diligently to ensure that payments from Medicare Advantage plans have been returned to the commercial insurance companies and believes it has returned substantially all such payments that it has discovered to date, totaling approximately $ 450 thousand. During February 2024, the Company and the DOJ entered into a settlement agreement. See Note 16 for a complete discussion. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Sale of Certain Assets During March 2024, the Company entered into an agreement to sell certain assets of its IONM business to MPOWER Health for up to $4.5 million, of which $2.3 million will be paid in cash at the initial closing and up to an additional $2.2 million to be paid in relation to a potential earnout payment tied to case volume from the acquired assets during the 12-month The initial closing of the sale of assets was subject to certain customary closing conditions and consents. The Company closed the transaction on March 26, 2024. Merger Agreement On February 12, 2024, Assure entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danam Health, Inc. (“Danam”) and Assure Merger Corp., a newly formed wholly-owned subsidiary of Assure (“Assure Merger”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the stockholders of Assure and Danam, Assure Merger will be merged with and into Danam (the “Merger”), with Danam surviving the Merger as a wholly-owned subsidiary of Assure. The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”): (i) each share of Danam capital stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become the right to receive the applicable per share portion of the “merger consideration” as set forth in the allocation statement to be delivered pursuant to the Merger Agreement (“merger consideration” is defined in the Merger Agreement to mean a number of shares of common stock of Assure equal to (a) the quotient obtained by dividing (i) the number of shares of Assure capital stock on a fully diluted basis (the “Assure Fully Diluted Share Number”) by (ii) the quotient of (A) the adjusted value of Assure dividend by (B) the sum of the adjusted value of Assure and the adjusted value of Danam, minus (b) the Assure Fully Diluted Share Number minus (c) the number of shares of common stock of Assure the warrants of Danam will become exercisable for upon closing of the Merger); (ii) each outstanding warrant of Danam will be assumed by Assure and become a warrant to purchase an adjusted number of shares of common stock of Assure, at an adjusted exercise price per share but subject to the same terms and conditions as the warrant of Danam. Following closing of the Merger, the former Assure equityholders immediately before the Merger are expected to own approximately 10% of the outstanding capital stock of the combined company on a fully diluted basis and the equityholders of Danam immediately before the Merger are expected to own approximately 90% of the outstanding capital stock of the combined company on a fully diluted basis. Upon closing of the Merger, Assure will be renamed Danam Health Holdings Corp. Suren Ajjarapu will serve as Chairman of the Board of Directors and Tim Canning will serve as the Chief Executive Officer of the combined company. The Merger Agreement provides that the Board of Directors of the combined company will be comprised of five members which will be filled upon completion of the Merger to be designated by Danam. The Merger Agreement contains customary representations, warranties and covenants of Assure and Danam, including covenants relating to the conduct of the business of both Assure and Danam from the date of signing the Merger Agreement through closing of the Merger, obtaining the requisite approval of the stockholders of Assure and Danam and maintain the listing of the common stock of Assure on the NASDAQ Capital Market and applying for the continued listing of Danam after the closing of the Merger on the NASDAQ Capital Market. Under the terms of the Merger Agreement, Assure has also agreed not to solicit from any person an acquisition proposal (as defined in the Merger Agreement) for Assure. In connection with the Merger, Assure will prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a prospectus and a proxy statement, and will seek the approval of Assure’s stockholders with respect to certain actions, including the following (collectively, the “Assure Stockholder Proposals”): (viii) the Sale Transaction (as defined in the Merger Agreement); (ix) the Merger; (x) the change of control of Assure resulting from the transactions contemplated by the Merger Agreement pursuant to the rules of NASDAQ; (xi) the post-closing equity plan for Assure; (xii) the post-closing board of directors composition; (xiii) an amendment to the certificate of incorporation of Assure to effect a reverse stock split; and (xiv) an amendment to the certificate of incorporation of Assure to change the name of Assure. The Board has agreed to recommend the approval of the Assure Stockholder Proposals to the stockholders and to solicit proxies in support of the approval of the Assure Stockholder Proposals at a meeting of the stockholders to be held for that purpose. The Merger Agreement contains a limited contractual ability for the Board, in accordance with its fiduciary duties to the stockholders, to change its recommendation to the stockholders upon receipt of a superior proposal subject to certain terms and conditions therein, including providing Danam notice of the superior proposal and time to make a counter-proposal to amend the terms of the Merger Agreement. Under the Merger Agreement, Assure has agreed to maintain certain indemnity rights (including advancing expenses) of the current officers and directors of Assure as they exist in the governing documents of Assure and maintain director and officers insurance for a period of 6 years following the closing of the Merger. The closing of the Merger is subject to customary closing conditions, including, among other things, (i) the required approval of the stockholders of Assure and Danam, (ii) the accuracy of the representations and warranties of the parties made in the Merger Agreement, subject to materiality qualifiers, (iii) compliance by the parties with their respective covenants under the Merger Agreement, and (iv) the approval of NASDAQ of the continued listing of Danam after the closing of the Merger. Further, closing of the Merger is conditioned on the simultaneous closing of a sale transaction of Assure’s assets. The obligation of Assure is conditioned upon Danam completing acquisition transactions as set forth in the Merger Agreement, including completing the acquisitions of (a) all of the membership interests in Wood Sage, LLC, a Florida limited liability company and (b) all of the membership interests in Wellgistics, LLC, a Florida limited liability company set forth in the applicable acquisition transactions agreements, both such acquisition transactions to close prior to or concurrent with the Merger. The obligation of Danam to close the Merger is also subject to satisfaction of certain additional conditions, including, among other things, (i) no Assure material adverse effect, (ii) Assure having performed its obligations under the agreement governing the sale transaction, (iii) Assure completing a wind down of its business, (iv) the reverse split having been consummated, and (v) Assure having a maximum amount of $500,000 in retained liabilities. The parties may terminate the Merger Agreement upon mutual consent. Either party may terminate the Merger Agreement (i) if any of the representations or warranties of the other party set forth in the Merger Agreement shall not be true and correct or if the other party has failed to perform any covenant or agreement on the part of such party set forth in the Merger Agreement, (ii) the Merger is not consummated by the outside date (May 15, 2024), (iii) there is a governmental order prohibiting the Merger, and (iv) failure to obtain the stockholder vote. Danam may terminate the Merger Agreement if (i) the Board changes its recommendation to stockholders with respect to the Merger, (ii) the Board fails to reaffirm its recommendation to stockholders with respect to the Merger following a tender offer for Assure, (iii) the Board fails to reaffirm its recommendation to stockholders with respect to the merger following a publicly announced acquisition proposal for Assure, (iv) Assure breaches its non-solicitation provisions, or (v) the Board resolves to do any of the above. Assure may terminate the Merger Agreement for acceptance of a superior proposal. In the event that Danam or Assure terminates the Merger Agreement pursuant to certain of the sections set forth above, Assure will be required to pay Danam a termination fee of $1,000,000, less any reimbursed expenses. Upon termination in other contexts in which a termination fee is not due, the breaching party may owe the non-breaching party reimbursement of expenses up to $250,000. On April 8, 2024, the Company entered into a partial waiver and amendment agreement (the Waiver Agreement”) with Assure Acquisition Corp. (the “Merger Sub”) and Danam which waives and amends certain provisions of that certain agreement and plan of merger (the “Merger Agreement”) dated February 12, 2024 by and between the Corporation, Merger Sub and Danam. Pursuant to the terms and conditions of the Waiver Agreement, Danam has partially waived its right to terminate the Merger Agreement pursuant to breaches of Section 6.8(a) and 6.20 of the Merger Agreement provided that the Corporation meets the following conditions: g. Assure obtains the Preliminary Shareholder Vote required by Section 6.20 of the Merger Agreement no later than April 30, 2024; h. Assure files the proxy statement and registration statement on Form S-4 required by the Section 6.8(a) Covenant no later than April 26th, 2024; i. Assure issues Danam a $1,000,000 convertible promissory note in the form attached as Exhibit A to the Merger Agreement (the “Convertible Note”) simultaneously with the execution and delivery of this Waiver; j. Assure receives shareholder approval for the Merger five (5) Business Days prior to the Termination Date and effects the Reverse Split prior to the Termination Date; k. Assure is not in default under the Convertible Note; and l. Assure is not in breach of any other covenants set forth in the Merger Agreement, subject to any necessary notice requirements and cure period set forth therein. Further the Waiver Agreement amends the Merger Agreement to change the definition of “Termination Date” to mean July 22, 2024. In connection with the Waiver Agreement, on April 8, 2024, the Corporation issued a convertible note to Danam in principal amount of $1,000,000. The note accrues interest on the then outstanding principal balance at a rate equal to 10% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. The note has a maturity date of July 22, 2024. Upon the occurrence of certain events, the note is convertible into shares of common stock at the Nasdaq “Minimum Price” in accordance with Listing Rule 5635(d). The note will become immediately due and payable upon the occurrence of an event of default under the note, including but not limited to: a failure to pay, voluntary bankruptcy or insolvency of Assure, involuntary bankruptcy or insolvency proceedings of Assure, breach of the Merger Agreement or termination of the Merger Agreement Settlement with the United States Department of Justice During February 2024, a Settlement Agreement (“Agreement”) was executed between Assure and the United States Department of Justice (“DOJ”). In exchange for a payment of approximately $1 million, the Agreement releases Assure from any civil or administrative monetary claim the United States has for the Covered Conduct under the False Claims Act, 31 U.S.C. §§ 3729-3733; the Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7a; the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812; or the common law theories of payment by mistake, unjust enrichment, and fraud. Payments are in equal monthly installments over the next 12 months. Issuance of Common Shares In Lieu During April 2024, the Company entered into an exchange agreement with Centurion whereby the Company agreed to issue 236,164 common shares During April 2024, the Company entered into exchange agreements with certain Convertible Debenture holders, whereby the Company agreed to issue 1,337,371 common shares Subscription Agreement with Innovation On April 8, 2024, the Corporation entered into a subscription agreement (the “Subscription Agreement”) with Innovation pursuant to which Innovation agreed to the cancellation of $270,000 of future installment payments under the Asset Purchase Agreement dated August 2, 2023 by and between the Corporation and Innovation as consideration for the subscription of 437,247 shares of common stock of the Corporation (the “Subscribed Shares”) representing a deemed exchange price of $0.6175 per share. The Subscribed Shares were issued pursuant to Section 4(a)(2) of the Securities Act. In April 2022, the DOJ issued Civil Investigative Demands to the Company which seek information with respect to a civil investigation of Assure, Assure’s founder and a surgeon partner under the Anti-kickback Statute and the False Claims Act. The Company voluntarily contacted the DOJ offering to provide any materials needed in the investigation and to answer any questions. While our policy during the relevant time was to not seek payments from federal health care programs, the third-party billing company we used at that time of Assure’s start up submitted some claims to Medicare Advantage plans administered by commercial insurance companies. Assure worked diligently to ensure that payments from Medicare Advantage plans have been returned to the commercial insurance companies. The Agreement resolves the DOJ investigation as it relates to Assure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Strategic Shift in Business Strategy | Strategic Shift in Business Strategy During September 2023, the Company’s Board of Directors initiated a process to explore strategic alternatives for the business. In consultation with financial and legal advisors, a comprehensive strategic review process began immediately and evaluated a broad range of options to maximize shareholder value. Financial Reporting and Classification As a result of the corporate actions described above, the Company’s technical and professional services meet the criteria to be considered “held for sale” as that term is defined in accounting principles generally accepted in the United States (“GAAP”). Accordingly. the assets associated with these services are classified and reflected on our consolidated balance sheets as “held for sale” as of December 31, 2023, and 2022, and their results of operations are classified as “discontinued operations” in the consolidated statements of operations for the years ended December 31, 2023 and 2022. Certain financial disclosures including major components of the assets and results of operations related to discontinued operations are provided in Note 7. Our continuing operations consists of our billing and collections services and costs to maintain our public company listing and are presented as such for all periods presented herein and until such time a strategic transaction is completed. |
Liquidity and Going Concern | Liquidity and Going Concern The Company’s current cash balance and estimated cash from operations for the next 12 months is not sufficient to meet the Company’s working capital needs for the next 12 months, which raised substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to seek equity or debt financing and have implemented significant cost cutting measures to mitigate its going concern. Such financings may include the issuance of shares of common stock, warrants to purchase common stock, convertible debt or other instruments that may dilute current stockholders. Financing may not be available on acceptable terms depending on market conditions at the time the Company seeks financing. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. |
Common Stock Reverse Split | Common Stock Reverse Split During March 2023, the Company effectuated a twenty |
Reclassifications | Reclassifications Certain amounts for the year ended December 31, 2022, and as of December 31, 2022, have been reclassified to conform to the 2023 presentation as it relates to assets held for sale and discontinued operations. Total assets, liabilities, equity, and net loss did not change for the prior periods due to the reclassifications. |
Correction of immaterial error | Correction of Immaterial Error During December 2023, the Company identified presentation errors to the consolidated financial statements for the year ended December 31, 2022 and all quarterly periods through September 30, 2023 related to the following: (1) The Company incorrectly presented bad debt expense of $1.4 million related to the termination of MSA agreements as other expense in the statement of operations. This should have been classified within operating expenses. (2) The Company incorrectly presented $620 thousand of finance lease payments within cash flows used in operations, which should have been presented in as cash flows used in financing activities. (3) The Company incorrectly presented long-term acquisition liability payments of $280 thousand within cash flows used in investing activities, which should have been presented as cash flows used in financing activities. Management evaluated the materiality of the error described above from a qualitative and quantitative perspective. Based on such evaluation, we have concluded the error was immaterial to the year ended December 31, 2022 but material to the year ended December 31, 2023, taking into account the requirements of the SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. Accordingly, we are correcting this error as of December 31, 2022, and have correctly stated the amounts for the year ended December 31, 2022 Consolidated Financial Statements included in this Form 10-K. |
Restatement of Previously Issued Unaudited Interim 2023 Financial Statements | Restatement of Previously Issued Unaudited Interim 2023 Financial Statements As of January 1, 2023, the Company recognized a deferred tax liability related to book to tax timing differences associated with the accretion expense originated from the fair value calculation of the convertible notes. The recorded deferred tax liability was an error which was reversed as of and for the three months ended March 31, 2023, as of and for the three and six months ended June 30, 2023 and as of and for the nine months ended September 30, 2023. This correction impacts the deferred tax liability and retained earnings on the balance sheet and income tax expense on the statement of operations. During the second quarter of 2023, stock-based compensation benefit was not recorded related to forfeited stock options. In correction of the error in 2023, the Company recorded a stock-based compensation benefit of $144 thousand related to the forfeiture on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2023 and the nine months ended September 30, 2023. This correction impacts general and administrative expenses on the statement of operations and additional paid-in capital on the balance sheet. During the second quarter of 2023, the Company settled a dispute with a commercial insurance payor for $381 thousand less than the amount previously accrued as of June 30, 2023. The error is related to an overstatement of accounts receivable and overstatement of revenue due to pricing concession adjustments related to estimated settlement. This correction impacts accounts receivable on the balance sheet and revenue on the statement of operations. In accordance with U.S. Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 99, Materiality (“SAB 99”), codified in Financial Accounting Standards Boards’ (“FASB”) Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections (“ASC 250”), the Company evaluated the materiality of the above errors from a quantitative and qualitative perspective and concluded that the errors were material to the Company’s 2023 condensed interim consolidated financial statements and the financial statements should be restated to present the identified adjustments. The previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, are restated in the consolidated financial statements in this Annual Report on Form 10-K, per the tables below. The following tables show the Company’s unaudited condensed consolidated balance sheets as of March 31, 2023, June 30, 2023 and September 30, 2023 and the Company’s unaudited condensed consolidated income statements for the three months ended March 31, 2023, for the three and six months ended June 30, 2023 and for the three and nine months ended September 30, 2023, and the Company’s unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2023, for the six months ended June 30, 2023 and for the nine months ended September 30, 2023, as previously reported, adjustments and as restated for the periods presented (amounts stated in thousands of dollars except share and per share amounts): As of March 31, 2023 (unaudited) As Previously Reported Adjustments As Restated Total Liabilities Deferred Tax Liability $ 1,170 $ (1,170) $ — Total Liabilities 19,728 (1,170) 18,558 Total Shareholders' Equity Additional paid-in capital 50,289 — 50,289 Accumulated deficit (48,870) 1,170 (47,700) Total shareholders’ equity 1,441 1,170 2,611 Total liabilities and shareholders' equity $ 21,169 $ — $ 21,169 Three Months Ended March 31, 2023 (unaudited) As Previously Reported Adjustments As Restated Operating expenses General and administrative $ 3,211 $ — $ 3,211 Total operating expenses 3,523 — 3,523 Loss from operations (3,344) — (3,344) Loss before income taxes (3,940) — (3,940) Income tax (expense) (374) 1,170 796 Net loss (4,314) 1,170 (3,144) Basic loss per share (4.09) 1.11 (2.98) Diluted loss per share $ (4.09) $ 1.11 $ (2.98) Weighted average number of shares used in per share calculation - basic 1,054,933 — 1,054,933 Weighted average number of shares used in per share calculation - basic 1,054,933 — 1,054,933 Three Months Ended March 31, 2023 (unaudited) Net cash used in operating activities As Previously Reported Adjustments As Restated Net loss $ (4,314) $ 1,170 $ (3,144) Income taxes $ 374 $ (1,170) $ (796) As of June 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Total Assets Accounts Receivable, net $ 9,088 $ (381) $ 8,707 Total current assets 17,903 (381) 17,522 Total assets 20,249 (381) 19,868 Total Liabilities Deferred Tax Liability 617 (617) — Total Liabilities 18,921 (617) 18,304 Total Shareholders' Equity Additional paid-in capital 55,434 (144) 55,290 Accumulated deficit (54,132) 380 (53,752) Total shareholders’ equity 1,328 236 1,564 Total liabilities and shareholders' equity $ 20,249 $ (381) $ 19,868 Three Months Ended June 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Revenue Professional services $ 839 $ (381) $ 458 Total revenue 1,543 (381) 1,162 Gross Margin (1,859) (381) (2,240) Operating expenses General and administrative 3,355 (144) 3,211 Total operating expenses 3,605 (144) 3,461 Loss from operations (5,464) (237) (5,701) Loss before income taxes (5,807) (237) (6,044) Income tax (expense) benefit 545 (553) (8) Net loss (5,262) (790) (6,052) Basic loss per share (1.63) (0.24) (1.87) Diluted loss per share $ (1.63) $ (0.24) $ (1.87) Weighted average number of shares used in per share calculation - basic 3,232,345 — 3,232,345 Weighted average number of shares used in per share calculation - basic 3,232,345 — 3,232,345 Six Months Ended June 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Revenue Professional services $ 2,713 $ (381) $ 2,332 Total revenue 5,095 (381) 4,714 Gross Margin (1,680) (381) (2,061) Operating expenses General and administrative 6,566 (144) 6,422 Total operating expenses 7,128 (144) 6,984 Loss from operations (8,808) (237) (9,045) Loss before income taxes (9,747) (237) (9,984) Income tax (expense) benefit 171 617 788 Net loss (9,576) 380 (9,196) Basic loss per share (4.45) (0.24) (4.69) Diluted loss per share $ (4.45) $ (0.24) $ (4.69) Weighted average number of shares used in per share calculation - basic 2,149,777 — 2,149,777 Weighted average number of shares used in per share calculation - basic 2,149,777 — 2,149,777 Six Months Ended June 30, 2023 (unaudited) Net cash used in operating activities As Previously Reported Adjustments As Restated Net loss $ (9,576) $ 380 $ (9,196) Stock-based compensation 56 (144) (88) Accounts receivable 6,055 381 6,436 Income taxes $ (198) $ (617) $ (815) As of September 30, 2023 (unaudited) As Previously Reported Adjustments As Restated ASSETS Accounts Receivable, net $ 6,013 $ (381) $ 5,632 Total current assets 14,338 (381) 13,957 Total assets 15,292 (381) 14,911 Total Liabilities Deferred Tax Liability 616 (616) — Total Liabilities 21,361 (616) 20,745 Total Shareholders' Equity Additional paid-in capital 55,475 (144) 55,331 Accumulated deficit (61,571) 379 (61,192) Total shareholders'equity (6,069) 235 (5,834) Total liabilities and shareholders' equity $ 15,292 $ (381) $ 14,911 Nine Months Ended September 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Operating expenses General and administrative $ 10,105 $ (144) $ 9,961 Total operating expenses 10,195 (144) 10,051 Loss from operations (11,967) (237) (12,204) Loss from continuing operations before income taxes (13,611) (237) (13,848) Income tax benefit on continuing operations 171 617 788 Loss from continuing operations (13,440) 380 (13,060) Loss from discontinued operations, net of tax (3,575) — (3,575) Net loss (17,015) 380 (16,635) Basic loss per share (4.89) 0.11 (4.78) Diluted loss per share $ (4.89) $ 0.11 $ (4.78) Weighted average number of shares used in per share calculation - basic 3,480,014 — $ 3,480,014 Weighted average number of shares used in per share calculation - basic 3,480,014 — $ 3,480,014 Nine Months Ended September 30, 2023 (unaudited) Net cash used in operating activities As Previously Reported Adjustments As Restated Net loss $ (17,015) $ (380) $ (17,395) Stock-based compensation (107) (144) (251) Accounts receivable 9,130 381 9,511 Deferred income taxes $ (216) $ (617) $ (833) |
Credit Risk | Credit Risk Credit risk arises from cash and trade and other receivables. The exposure to credit risk was as follows (in thousands): December 31, December 31, 2023 2022 Cash $ 123 $ 905 Accounts receivable, net 3,601 15,143 Due from MSAs — 4,913 Total $ 3,724 $ 20,961 |
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 amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, difficult, and subjective judgment include the recognition and measurement of patient service fees, net, hospital, management and other revenue, the collectability of accounts receivable, the fair value measurements of goodwill and intangible assets, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, the valuation and recognition of stock-based compensation expense, among others. Actual results experienced by the Company may differ from management’s estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. Significant assumptions, judgments, and estimates that management has made at the end of the reporting period that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: patient service fees, net; hospital, management, and other revenue; accounts receivable; and due to/from related parties. |
Cash | Cash Cash is held in financial institutions with good standing, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Accounts receivable, net | Accounts receivable, net On January 1, 2023, the Company adopted Accounting Standards Update No, 2016-13, Measurement of Credit Losses on Financial Instruments, and its related amendments using the prospective method. The new standard requires the use of a current expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset is first originated or acquired, and each subsequent reporting period. Historical accounts receivable was primarily derived from revenue which has been included in discontinued operations for the years ended December 31, 2023 and 2022, however, Assure did not sell its accounts receivable. The cash collection cycles of the Company may be protracted due to the majority of its revenue being billed to third-party commercial insurance payors on an out-of-network basis. The collection cycle for IONM to out-of-network payors may require an extended period to maximize reimbursement on claims, which had resulted in accounts receivable growth tied to the Company’s overall growth in technical and professional service revenues. The collection cycle may consist of multiple payments from out-of-network private insurance payors, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Based on the Company’s historical experience, claims generally become uncollectible once they are aged greater than 24 months; as such, included in the Company’s allowance for implicit price concessions is an estimate of the likelihood that a portion of the Company’s accounts receivable may become uncollectible due to age. The Company continues collection efforts on claims aged over 24 months. Collections on claims are recorded as revenue in the period received as such collections represent a subsequent change to the initial estimation of the transaction price. The Company’s allowance for implicit price concessions was $13.8 million and $13.9 million as of December 31, 2023 and 2022, respectively |
Financial Instruments | Financial Instruments Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short-term nature of these instruments. Long-term debt is carried at amortized cost and measured at fair value on a quarterly basis for disclosure purposes. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, bank debt, trade and other receivables, trade and other payables, acquisition indebtedness, convertible debentures, and finance leases. The carrying amounts of the Company’s cash, receivables, and payables, as reflected in the consolidated financial statements approximate fair value due to the short-term maturity of these items. The other long-term instruments approximate their carrying amounts as assessed by management. The Company’s financial instruments are exposed to certain financial risks, including concentration risk, liquidity risk, and market risk. Concentration risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash and trade receivables. The carrying amount of the financial assets represents the maximum credit exposure. The Company limits its exposure to concentration risk on cash by placing these financial instruments with high-credit, quality financial institutions and only investing in liquid, investment grade securities. The Company has a number of individual third-party payors and no individual third party insurers that represent a concentration risk. Net patient service fee revenue, which is included in discontinued operations, has historically been recognized in the period in which IONM services are rendered, at net realizable amounts from third party payors when collection is reasonably assured and can be estimated. The Company bills national, regional and local third party insurers which pose a low risk of insolvency because they are regulated by state insurance commissions which require appropriate reserves to be maintained to reimburse healthcare providers for submitted claims. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party insurers. Since allowable charges for services rendered out-of-network are not contractually based, the Company establishes net realized value by evaluating the payor mix, historical settlement and payment data for a given payor type, and current economic conditions to calculate an appropriate net realizable value for net patient service revenue and accounts receivables. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its net patient service revenue estimates as necessary in subsequent periods. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due and arises from the Company’s management of working capital. The Company strives to ensures that there is sufficient liquidity to meet its short-term business requirements, considering its anticipated cash flows from operations and its holdings of cash. A significant portion of the trade and other payables balance is related to amounts owed to third parties for professional fees and the accrual of billing and collection fees to be paid to the Company’s third-party billing and collection vendors. The billing and collection fees are accrued in the same period as services are rendered and revenue is recognized by the Company. The accrued billing and collection fees are calculated based on a percentage of the estimated net realized value of the of the revenue recognized. The accrued fees to be paid to the third party billing and collection vendors are contingent on cash collections and are typically paid the following month after collections are achieved. Additional billing and collection fees are accrued when the cash collected exceeds the revenue recognized by the Company at the time of services rendered. Market risk is the risk that changes in the market prices, such as interest rates, will affect the Company’s income or the value of the financial instruments held. The Company’s policy is to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for the Company. Fluctuations in the interest rates impact the value of cash but such fluctuations will have no significant impact to the Company’s consolidated financial instruments. |
Derivative Instruments | Derivative Instruments |
Goodwill and Identified Intangible Assets | Goodwill and Identified Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using a Level 1 input which estimates the fair value of the Company’s equity by utilizing the Company’s trading price as of the end of the reporting period. The Company then compares the derived fair value of a reporting unit with the carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During 2023, the Company determined goodwill was not impaired based on its qualitative assessment. During the fourth quarter 2022, the Company determined there to be an indicator of goodwill impairment based upon the Company’s market capitalization exceeding book capital. Based upon the Company’s analysis it recorded an impairment charge $3.4 million for the year ended December 31, 2022. Additionally, during 2023, as a result of the Company’s strategic shift (Note 1), goodwill of $1.9 million was reclassified to assets held for sale as of December 31, 2023 and 2022, respectively (Note 7). Identified intangible assets Identified finite-lived intangible assets consist of trade names and other agreements. The tradename has an indefinite life and is not being amortized, while the agreements are being amortized on a straight-line bases over their estimated useful lives: Doctor agreements 1 year Noncompete agreements 2 years The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. During the year ended December 31, 2022, the Company’s estimated useful life for doctor agreements decreased to one year from ten years since the Company believes this useful life better reflects the assessment surgeons make when evaluating service providers. As a result, the Company recorded additional amortization of $3.1 million related to this change in estimate. Additionally, during the year ended December 31, 2022, the Company recorded impairment charges of $117 thousand related to trade names that are no longer in use. Additionally, during 2023, as a result of the Company’s strategic shift (Note 1), intangible assets of $98 thousand and $390 thousand were reclassified as a component of assets held for sale as of December 31, 2023, and 2022 (Note 7), respectively. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the related assets’ estimated useful lives: Medical equipment 2.5 years Computer equipment 2.0 years Furniture and fixtures 4.0 years Expenditures that materially increase asset life are capitalized, while ordinary maintenance and repairs are expensed as incurred. Additionally, during 2023, as a result of the Company’s strategic shift (Note 1), the majority of property and equipment was reclassified as a component of assets held for sale as of December 31, 2023, and 2022 (Note 7). |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are presented in the consolidated balance sheets as a deduction from the carrying amount of the long-term debt and are amortized over the term of the associated debt to interest expense using the effective interest method. In addition, the Company elects to continue to defer the unamortized debt issuance costs when it pays down a portion of the debt as the prepayment is factored into the terms agreed to on the debt. |
Share Issuance Costs | Share Issuance Costs Costs attributable to the raising of capital are applied against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of shares to which the costs relate. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued liabilities, and noncurrent lease liabilities in the Company’s consolidated balance sheets. The ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components from lease components and instead to account for each separate lease component and its associated non-lease components as a single lease component. |
Revenue Recognition and Collection Cycle | Revenue Recognition and Collection Cycle The Company recognizes revenue when its customer obtains control of promised services, in an amount that reflects the consideration which the entity expects to receive in exchange for those services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Historically, the Company recognized revenue primarily from fees for IONM services provided. Such revenues have been included is discontinued operations for the years ended December 31, 2023, and 2022 due to the Company’s strategic shift (Note 1). Revenue was recognized at a point in time upon satisfaction of the Company’s performance obligation to a customer, which was at the time of service. Revenue was based on the Company’s best estimate of the transaction price the Company expects to receive in exchange for the services rendered. Our estimate of the transaction price includes estimates of price concessions for such items as contractual allowances from third-party payors, potential adjustments that may arise from payment, and uncollectible amounts. The Company utilizes significant judgement to develop estimates of the stand-alone selling price for each distinct performance obligation based upon the relative stand-alone selling price. There is no variable consideration that relates to performance obligations. To determine the stand-alone selling price for performance obligations, services rendered, the Company performs a collection analysis for out-of-network billings to private insurance companies and adjusts its estimated transaction price if the collection rate is different from the amount recorded in previous periods. Historically, this analysis is performed monthly. The cash collection cycles of the Company may be protracted due to the majority of its revenue being billed to third-party commercial insurance payors on an out-of-network basis. The collection cycle for IONM to out-of-network payors may require an extended period to maximize reimbursement on claims, which results in accounts receivable growth tied to the Company’s overall growth in technical and professional service revenues. The collection cycle may consist of multiple payments from out-of-network private insurance payors, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Based on the Company’s historical experience, claims generally become uncollectible once they are aged greater than 24 months; as such, included in the Company’s allowance for implicit price concessions is an estimate of the likelihood that a portion of the Company’s accounts receivable may become uncollectible due to age. The Company continues collection efforts on claims aged over 24 months. Collections on claims are recorded as revenue in the period received as such collections represent a subsequent change to the initial estimation of the transaction price. Technical and professional service revenue Technical and professional service revenue is recognized at a point in time in which performance obligations are satisfied at the amount that reflects the consideration to which the Company expects to be entitled. Performance obligations are satisfied when IONM services are rendered. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party commercial insurers. Since allowable charges for services rendered out-of-network are not explicitly identified in the contract, the Company determines the transaction price based on standard charges for services provided, reduced by and implicit price concessions based on evaluating the payor mix, historical settlements and payment data for payor types and current and future economic conditions to calculate an appropriate net realizable value for revenue and accounts receivable. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its revenue estimates as necessary in subsequent periods. Such revenue is included in discontinued operations for the years ended December 31, 2023 and 2022 (Note 7). Other revenue The Company recognizes revenue from managed service arrangements on a contractual basis. Revenue is recorded when the Company has completed its performance obligations, which is the time of service on a monthly basis. During the fourth quarter of 2022 and continuing throughout 2023, the Company terminated the majority of its managed service arrangements and anticipates terminating the remaining managed service arrangement during 2024. |
Stock-based Compensation Expense | Stock-based Compensation Expense The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on stock-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The authoritative guidance also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of a stock award. The stock-based compensation expense for such modification is the sum of any unamortized expense of the award before modification and the modification expense. The modification expense is the incremental amount of the fair value of the award before the modification and the fair value of the award after the modification, measured on the date of modification. In the event the modification results in a longer requisite period than in the original award, the Company has elected to apply the pool method where the aggregate of the unamortized expense and the modification expense is amortized over the new requisite period on a straight-line basis. In addition, any forfeiture will be based on the original requisite period prior to the modification. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. |
Bad debt expense | Bad debt expense The Company records bad debt expense related to the write down of receivables from MSA or PEs that are deemed uncollectible. During the year ended December 31, 2023, and 2022, the Company recorded bad debt expense of $4.4 million and $1.4 million, respectively, primarily related to the settlement of amounts due from MSAs and PEs related to the termination of those agreements. |
Segment and Geographic Information | Segment and Geographic Information The Company operates in one segment and its services are sold nationally in the United States directly through the Company. |
Income Taxes | Income Taxes The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was determined using the asset and liability method prescribed by GAAP. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. If and when it is determined that a deferred tax asset will not be realized for its full amount, the Company will recognize and record a valuation allowance with a corresponding charge to earnings. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. |
Contingencies | Contingencies From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable, and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update No, 2016-13, Measurement of Credit Losses on Financial Instruments, and its related amendments using the prospective method. The new standard requires the use of a current expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset is first originated or acquired, and each subsequent reporting period. The adoption of this standard did not have a material impact to the Company’s 2023 financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of specific categories in the effective tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. This guidance is effective on a prospective or retrospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the disclosures within its consolidated financial statements. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of restatement of previously issued unaudited interim 2023 financial statements | The following tables show the Company’s unaudited condensed consolidated balance sheets as of March 31, 2023, June 30, 2023 and September 30, 2023 and the Company’s unaudited condensed consolidated income statements for the three months ended March 31, 2023, for the three and six months ended June 30, 2023 and for the three and nine months ended September 30, 2023, and the Company’s unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2023, for the six months ended June 30, 2023 and for the nine months ended September 30, 2023, as previously reported, adjustments and as restated for the periods presented (amounts stated in thousands of dollars except share and per share amounts): As of March 31, 2023 (unaudited) As Previously Reported Adjustments As Restated Total Liabilities Deferred Tax Liability $ 1,170 $ (1,170) $ — Total Liabilities 19,728 (1,170) 18,558 Total Shareholders' Equity Additional paid-in capital 50,289 — 50,289 Accumulated deficit (48,870) 1,170 (47,700) Total shareholders’ equity 1,441 1,170 2,611 Total liabilities and shareholders' equity $ 21,169 $ — $ 21,169 Three Months Ended March 31, 2023 (unaudited) As Previously Reported Adjustments As Restated Operating expenses General and administrative $ 3,211 $ — $ 3,211 Total operating expenses 3,523 — 3,523 Loss from operations (3,344) — (3,344) Loss before income taxes (3,940) — (3,940) Income tax (expense) (374) 1,170 796 Net loss (4,314) 1,170 (3,144) Basic loss per share (4.09) 1.11 (2.98) Diluted loss per share $ (4.09) $ 1.11 $ (2.98) Weighted average number of shares used in per share calculation - basic 1,054,933 — 1,054,933 Weighted average number of shares used in per share calculation - basic 1,054,933 — 1,054,933 Three Months Ended March 31, 2023 (unaudited) Net cash used in operating activities As Previously Reported Adjustments As Restated Net loss $ (4,314) $ 1,170 $ (3,144) Income taxes $ 374 $ (1,170) $ (796) As of June 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Total Assets Accounts Receivable, net $ 9,088 $ (381) $ 8,707 Total current assets 17,903 (381) 17,522 Total assets 20,249 (381) 19,868 Total Liabilities Deferred Tax Liability 617 (617) — Total Liabilities 18,921 (617) 18,304 Total Shareholders' Equity Additional paid-in capital 55,434 (144) 55,290 Accumulated deficit (54,132) 380 (53,752) Total shareholders’ equity 1,328 236 1,564 Total liabilities and shareholders' equity $ 20,249 $ (381) $ 19,868 Three Months Ended June 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Revenue Professional services $ 839 $ (381) $ 458 Total revenue 1,543 (381) 1,162 Gross Margin (1,859) (381) (2,240) Operating expenses General and administrative 3,355 (144) 3,211 Total operating expenses 3,605 (144) 3,461 Loss from operations (5,464) (237) (5,701) Loss before income taxes (5,807) (237) (6,044) Income tax (expense) benefit 545 (553) (8) Net loss (5,262) (790) (6,052) Basic loss per share (1.63) (0.24) (1.87) Diluted loss per share $ (1.63) $ (0.24) $ (1.87) Weighted average number of shares used in per share calculation - basic 3,232,345 — 3,232,345 Weighted average number of shares used in per share calculation - basic 3,232,345 — 3,232,345 Six Months Ended June 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Revenue Professional services $ 2,713 $ (381) $ 2,332 Total revenue 5,095 (381) 4,714 Gross Margin (1,680) (381) (2,061) Operating expenses General and administrative 6,566 (144) 6,422 Total operating expenses 7,128 (144) 6,984 Loss from operations (8,808) (237) (9,045) Loss before income taxes (9,747) (237) (9,984) Income tax (expense) benefit 171 617 788 Net loss (9,576) 380 (9,196) Basic loss per share (4.45) (0.24) (4.69) Diluted loss per share $ (4.45) $ (0.24) $ (4.69) Weighted average number of shares used in per share calculation - basic 2,149,777 — 2,149,777 Weighted average number of shares used in per share calculation - basic 2,149,777 — 2,149,777 Six Months Ended June 30, 2023 (unaudited) Net cash used in operating activities As Previously Reported Adjustments As Restated Net loss $ (9,576) $ 380 $ (9,196) Stock-based compensation 56 (144) (88) Accounts receivable 6,055 381 6,436 Income taxes $ (198) $ (617) $ (815) As of September 30, 2023 (unaudited) As Previously Reported Adjustments As Restated ASSETS Accounts Receivable, net $ 6,013 $ (381) $ 5,632 Total current assets 14,338 (381) 13,957 Total assets 15,292 (381) 14,911 Total Liabilities Deferred Tax Liability 616 (616) — Total Liabilities 21,361 (616) 20,745 Total Shareholders' Equity Additional paid-in capital 55,475 (144) 55,331 Accumulated deficit (61,571) 379 (61,192) Total shareholders'equity (6,069) 235 (5,834) Total liabilities and shareholders' equity $ 15,292 $ (381) $ 14,911 Nine Months Ended September 30, 2023 (unaudited) As Previously Reported Adjustments As Restated Operating expenses General and administrative $ 10,105 $ (144) $ 9,961 Total operating expenses 10,195 (144) 10,051 Loss from operations (11,967) (237) (12,204) Loss from continuing operations before income taxes (13,611) (237) (13,848) Income tax benefit on continuing operations 171 617 788 Loss from continuing operations (13,440) 380 (13,060) Loss from discontinued operations, net of tax (3,575) — (3,575) Net loss (17,015) 380 (16,635) Basic loss per share (4.89) 0.11 (4.78) Diluted loss per share $ (4.89) $ 0.11 $ (4.78) Weighted average number of shares used in per share calculation - basic 3,480,014 — $ 3,480,014 Weighted average number of shares used in per share calculation - basic 3,480,014 — $ 3,480,014 Nine Months Ended September 30, 2023 (unaudited) Net cash used in operating activities As Previously Reported Adjustments As Restated Net loss $ (17,015) $ (380) $ (17,395) Stock-based compensation (107) (144) (251) Accounts receivable 9,130 381 9,511 Deferred income taxes $ (216) $ (617) $ (833) |
Schedule of exposure to credit risk | December 31, December 31, 2023 2022 Cash $ 123 $ 905 Accounts receivable, net 3,601 15,143 Due from MSAs — 4,913 Total $ 3,724 $ 20,961 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of finite lived intangible assets | Doctor agreements 1 year Noncompete agreements 2 years |
Schedule of estimated useful lives of property and equipment | Medical equipment 2.5 years Computer equipment 2.0 years Furniture and fixtures 4.0 years |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue disaggregated by payor | The Company’s revenue disaggregated by payor is as follows (stated in thousands): Year Ended December 31, 2023 2022 Managed service agreements and other $ 255 $ 471 |
Summary of accounts receivable activity | A summary of the accounts receivable by revenue stream is as follows (stated in thousands): December 31, December 31, December 31, 2023 2022 2021 Technical service $ 1,308 $ 3,072 $ 18,904 Professional service 2,293 11,829 8,209 Other — 242 697 Total accounts receivable, net 3,601 15,143 27,810 Due from MSA — 4,913 5,886 Total receivables, net $ 3,601 $ 20,056 $ 33,696 |
Schedule of concentration of accounts receivable by revenue stream as a percentage of total accounts receivable | As of December 31, As of December 31, 2023 2022 Commercial insurance 82 % 84 % Facility billing 18 % 9 % Other — % 7 % Total 100 % 100 % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of right of use assets | The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2023 and 2022 (stated in thousands): December 31, December 31, 2023 2022 Operating $ 616 $ 672 |
Schedule of components of lease cost | The following are the components of lease cost for operating and finance leases (stated in thousands): Year Ended December 31, 2023 2022 Lease cost: Operating leases: Amortization of ROU assets $ 252 $ 309 Interest on lease liabilities 73 89 Total operating lease cost, included in general and administrative expenses 325 398 Finance leases: Amortization of ROU assets 278 449 Interest on lease liabilities 45 81 Total finance lease cost, included in discontinued operations 323 530 Total lease cost $ 648 $ 928 |
Schedule of weighted average lease terms and discount rates for operating and finance leases | As of As of December 31, 2023 December 31, 2022 Weighted average remaining lease term (years): Operating leases 3.6 1.0 Finance leases 1.8 1.4 Weighted average discount rate (%): Operating leases 9.9 10.0 Finance leases 8.0 7.6 |
Schedule of future minimum lease payments and related lease liabilities of operating leases | Future minimum lease payments and related lease liabilities as of December 31, 2023 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2024 $ 431 $ 268 $ 699 2025 352 153 505 2026 — 23 23 Total lease payments 783 444 1,227 Less: imputed interest 69 32 101 Present value of lease liabilities 714 412 1,126 Less: current portion of lease liabilities 377 244 621 Noncurrent lease liabilities $ 337 $ 168 $ 505 |
Schedule of future minimum lease payments and related lease liabilities of financing leases | Future minimum lease payments and related lease liabilities as of December 31, 2023 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2024 $ 431 $ 268 $ 699 2025 352 153 505 2026 — 23 23 Total lease payments 783 444 1,227 Less: imputed interest 69 32 101 Present value of lease liabilities 714 412 1,126 Less: current portion of lease liabilities 377 244 621 Noncurrent lease liabilities $ 337 $ 168 $ 505 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of allocated assets and liabilities based upon fair values | The following table summarizes the allocation of the total consideration to the assets acquired, based on fair values as determined by the Company, as of the close date of the acquisition (stated in thousands): Total purchase price $ 1,365 Less fair value of amount paid to third-party vendor (37) Less fair value adjustment for issuance of common shares (195) Net purchase price 1,133 Equipment 248 Total assets acquired 248 Total goodwill $ 885 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of major classes of assets and results of operations of the discontinued operations | The following table presents the major classes of assets of the discontinued operations ( : December 31, December 31, 2023 2022 Fixed assets $ 311 $ 70 Finance lease right of use asset, net 118 382 Intangibles, net 98 390 Goodwill 1,910 1,025 Total assets $ 2,437 $ 1,867 The following table summarizes the results of operations of the discontinued operations (stated in thousands): Year Ended December 31, 2023 2022 Revenue Technical services $ 2,991 $ 3,519 Professional services 3,785 8,476 Other 978 (1,490) Revenue, net 7,754 10,505 Cost of revenues, excluding depreciation and amortization 11,380 12,658 Gross margin (3,626) (2,153) Operating expenses Sales and marketing 366 945 Depreciation and amortization 582 4,051 Total operating expenses 948 4,996 Loss from discontinued operations (4,574) (7,149) Other expenses Interest expense (45) (100) Total other expense (45) (100) Loss from discontinued operations (4,619) (7,249) Income tax expense (12) — Net loss from discontinued operations $ (4,631) $ (7,249) |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consisted of the following (stated in thousands): December 31, 2023 2022 Accounts payable $ 6,840 $ 2,296 Payroll liabilities 26 86 Other accrued liabilities 545 537 Accounts payable and accrued liabilities $ 7,411 $ 2,919 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of debt obligations | As of December 31, 2023, and 2022, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, December 31, 2023 2022 Face value of convertible debt $ 3,450 $ 3,450 Less: principal converted to common shares (60) (60) Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 1,467 1,086 Total convertible debt 3,334 2,953 Face value of Centurion debt 11,000 11,000 Less: deemed fair value ascribed to warrants (1,204) (1,204) Plus: accretion of implied interest 776 476 Less: unamortized debt issuance costs (227) (386) Total Centurion debt 10,345 9,886 Total debt 13,679 12,839 Less: current portion of debt (13,679) (965) Long-term debt $ — $ 11,874 |
Schedule of future minimum principal payments | As of December 31, 2023, future minimum principal payments are summarized as follows (stated in thousands): Convertible Debt Debenture Principal due in 2024 $ 3,390 $ 11,000 Less: fair value ascribed to conversion feature and warrants (1,523) (1,204) Plus: accretion and implied interest 1,467 776 Less: debt issuance costs — (227) $ 3,334 $ 10,345 |
Schedule of accretion expense and interest expense related to debt obligations | The following table depicts accretion expense, debt issuance cost amortization and interest expense related to the Company’s debt obligations for the years ended December 31, 2023, and 2022 (in thousands): Year Ended December 31, 2023 2022 Accretion expense Convertible debt $ 381 $ 381 Centurion debt 300 300 $ 681 $ 681 Debt issuance cost amortization Centurion debt $ 159 $ 161 Interest paid Convertible debt $ 221 $ 221 Centurion debt 1,278 1,230 $ 1,499 $ 1,451 |
SHAREHOLDERS' (DEFICIT) EQUITY
SHAREHOLDERS' (DEFICIT) EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of stock options activity | Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2021 60,212 $ 111.20 3.60 Options granted 6,500 $ 103.20 Options exercised (40) $ 100.80 Options canceled / expired (17,632) $ 50.20 Balance at December 31, 2022 49,040 $ 129.60 2.8 Options granted 10,000 $ 0.86 Options canceled / expired (22,615) $ 130.82 Balance at December 31, 2023 36,425 $ 93.55 2.5 $ — Vested and exercisable at December 31, 2023 26,972 $ 113.40 2.0 $ — |
Schedule of stock options outstanding and exercisable | Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 5,370 0.1 $ 156.00 5,370 $ 156.00 2,475 0.8 $ 128.00 2,475 $ 128.00 9,830 2.1 $ 106.00 8,874 $ 106.00 1,500 2.3 $ 112.00 1,300 $ 112.00 5,750 2.8 $ 153.00 4,719 $ 153.00 1,500 3.2 $ 103.20 900 $ 103.20 10,000 4.5 $ 0.86 3,334 $ 0.86 36,425 2.5 $ 93.55 26,972 $ 113.40 |
Schedule of assumptions used to determine fair value of the awards | Year Ended December 31, 2023 2022 Expected life (in years) 5.0 5.0 Risk-free interest rate 4.0 % 1.7 % Dividend yield — % — % Expected volatility 137 % 132 % |
Schedule of warrants | Number of Warrants outstanding Balance at December 31, 2021 197,000 Debenture, warrants issued 9,000 Balance at December 31, 2022 206,000 Warrants expired (11,026) Warrants issued 750,000 Warrants exercised (750,000) Balance at December 31, 2023 194,974 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and fully diluted loss per common share | The following table sets forth the computation of basic and fully diluted loss per common share for the years ended December 31, 2023 and 2022 (stated in thousands, except per share amounts): Year Ended December 31, 2023 2022 Net loss $ (26,078) $ (30,112) Basic weighted average common stock outstanding 4,276,820 751,659 Basic loss per share $ (6.10) $ (40.06) Net loss $ (26,078) $ (30,112) Dilutive weighted average common stock outstanding 4,276,820 751,659 Diluted loss per share $ (6.10) $ (40.06) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | The following table sets forth income tax expense for the years ended December 31, 2023 and 2022 (stated in thousands): Years Ended December 31, 2023 2022 Income tax expense: Federal $ — $ — State 60 5 60 5 Deferred tax (benefit) expense: Federal (729) 179 State (67) 18 (796) 197 Total income tax (benefit) expense $ (736) $ 202 |
Schedule of deferred tax assets and liabilities | The following table sets forth deferred tax assets and liabilities as of December 31, 2023 and 2022 (stated in thousands): Years Ended December 31, 2023 2022 Deferred Tax Assets (Liabilities): Noncurrent: Fixed assets $ (41) $ (101) Stock-based and performance share compensation. 1,408 1,920 Equity method investments (134) (138) Accrual to cash adjustment 243 (4,079) ROU Asset (139) (154) Lease liability 161 180 Net operating loss and carryforward 9,354 7,792 Intangibles 1,347 1,773 Debt issuance costs 1 10 Accretion expense (14) (268) Total Noncurrent DTL 12,186 6,935 Valuation Allowance (12,186) (7,731) Deferred Tax Liabilities, net $ — $ (796) |
Schedule of effective tax rate reconciliation | The following table sets forth the effective tax rate reconciliation for the years ended December 31, 2023 and 2022 (stated in thousands): Years Ended December 31, 2023 2022 Reconciliation of effective tax rate: Federal taxes at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 1.4 % 2.0 % Permanent items (1.2) % — % Performance shares — % 1.1 % Provision to return adjustment and other (1.6) % (0.4) % Change in rate 0.4 % 0.8 % Change in valuation allowance (16.8) % (24.7) % NOL carryback difference (0.5) % (0.5) % Effective income tax rate 2.7 % (0.7) % |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investment | During the year ended December 31, 2023, the Company dissolved the majority of its interest in the PE firms. The Company anticipates dissolving the remaining interests during 2024. The table below details the activity from equity method investments for the years ended December 31, 2023 and 2022 (stated in thousands). Balance, December 31, 2021 $ 525 Share of losses 39 Distributions (254) Balance, December 31, 2022 $ 310 Share of losses 43 Distributions (101) Disposition (77) Balance, December 31, 2023 $ 175 |
NATURE OF OPERATIONS - Narrativ
NATURE OF OPERATIONS - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 subsidiary | |
Nature Of Operations [Abstract] | |
Number of indirect wholly-owned subsidiaries | 2 |
BASIS OF PRESENTATION - Additio
BASIS OF PRESENTATION - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Stockholders' Equity, Reverse Stock Split | During March 2023, the Company effectuated a twenty-for-one reverse stock split. All share, stock option and warrant information has been retroactively adjusted to reflect the stock split. See Note 10 for additional discussion. | ||||||
Reverse stock split ratio | 0.05 | ||||||
Bad debt expense related to termination of managed service agreements | $ 4,358 | $ 1,370 | |||||
Finance lease principal payments | 369 | 620 | |||||
Long-term acquisition liability payments | 281 | 280 | |||||
General and administrative | $ 3,211 | $ 3,211 | $ 6,422 | $ 9,961 | $ 13,524 | $ 15,065 | |
Correction of immaterial error | |||||||
Amount settled | 381 | ||||||
General and administrative | $ (144) | $ (144) | $ (144) |
BASIS OF PRESENTATION - Unaudit
BASIS OF PRESENTATION - Unaudited Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Total Assets | ||||||
Accounts Receivable, net | $ 3,601 | $ 5,632 | $ 8,707 | $ 15,143 | $ 27,810 | |
Total current assets | 6,723 | 13,957 | 17,522 | 23,261 | ||
Total assets | 7,514 | 14,911 | 19,868 | 24,249 | ||
Total Liabilities | ||||||
Deferred Tax Liability | 796 | |||||
Total Liabilities | 22,849 | 20,745 | 18,304 | $ 18,558 | 18,784 | |
Total Shareholders' Equity | ||||||
Additional paid-in capital | 55,292 | 55,331 | 55,290 | 50,289 | 50,020 | |
Accumulated deficit | (70,634) | (61,192) | (53,752) | (47,700) | (44,556) | |
Total shareholders' equity | (15,335) | (5,834) | 1,564 | 2,611 | 5,465 | $ 28,956 |
Total liabilities and shareholders' equity | $ 7,514 | 14,911 | 19,868 | 21,169 | $ 24,249 | |
As Previously Reported | ||||||
Total Assets | ||||||
Accounts Receivable, net | 6,013 | 9,088 | ||||
Total current assets | 14,338 | 17,903 | ||||
Total assets | 15,292 | 20,249 | ||||
Total Liabilities | ||||||
Deferred Tax Liability | 616 | 617 | 1,170 | |||
Total Liabilities | 21,361 | 18,921 | 19,728 | |||
Total Shareholders' Equity | ||||||
Additional paid-in capital | 55,475 | 55,434 | 50,289 | |||
Accumulated deficit | (61,571) | (54,132) | (48,870) | |||
Total shareholders' equity | (6,069) | 1,328 | 1,441 | |||
Total liabilities and shareholders' equity | 15,292 | 20,249 | 21,169 | |||
Adjustments | ||||||
Total Assets | ||||||
Accounts Receivable, net | (381) | (381) | ||||
Total current assets | (381) | (381) | ||||
Total assets | (381) | (381) | ||||
Total Liabilities | ||||||
Deferred Tax Liability | (616) | (617) | (1,170) | |||
Total Liabilities | (616) | (617) | (1,170) | |||
Total Shareholders' Equity | ||||||
Additional paid-in capital | (144) | (144) | ||||
Accumulated deficit | 379 | 380 | 1,170 | |||
Total shareholders' equity | 235 | 236 | $ 1,170 | |||
Total liabilities and shareholders' equity | $ (381) | $ (381) |
BASIS OF PRESENTATION - Unaud_2
BASIS OF PRESENTATION - Unaudited Condensed Consolidated Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Reclassification [Line Items] | ||||||
Total revenue | $ 1,162 | $ 4,714 | $ 255 | $ 471 | ||
Gross margin | (2,240) | (2,061) | (2,194) | (2,061) | ||
Operating expenses | ||||||
General and administrative | 3,211 | $ 3,211 | 6,422 | $ 9,961 | 13,524 | 15,065 |
Total operating expenses | 3,461 | 3,523 | 6,984 | 10,051 | 17,888 | 19,984 |
Loss from operations | (5,701) | (3,344) | (9,045) | (12,204) | (20,082) | (22,045) |
Loss from continuing operations before income taxes | (6,044) | (3,940) | (9,984) | (13,848) | (22,183) | (22,661) |
Income tax benefit on continuing operations | (8) | 796 | 788 | 788 | (736) | 202 |
Loss from continuing operations | (13,060) | (21,447) | (22,863) | |||
Income (loss) from discontinued operations, net of tax | (3,575) | (4,631) | (7,249) | |||
Net Income (Loss) | $ (6,052) | $ (3,144) | $ (9,196) | $ (16,635) | $ (26,078) | $ (30,112) |
Basic loss per share | $ (1.87) | $ (2.98) | $ (4.69) | $ (4.78) | $ (6.10) | $ (40.06) |
Diluted loss per share | $ (1.87) | $ (2.98) | $ (4.69) | $ (4.78) | $ (6.10) | $ (40.06) |
Weighted average number of shares used in per share calculation - basic | 3,232,345 | 1,054,933 | 2,149,777 | 3,480,014 | 4,276,820 | 751,659 |
Weighted average number of shares used in per share calculation - diluted | 3,232,345 | 1,054,933 | 2,149,777 | 3,480,014 | 4,276,820 | 751,659 |
Professional services | ||||||
Reclassification [Line Items] | ||||||
Total revenue | $ 458 | $ 2,332 | ||||
As Previously Reported | ||||||
Reclassification [Line Items] | ||||||
Total revenue | 1,543 | 5,095 | ||||
Gross margin | (1,859) | (1,680) | ||||
Operating expenses | ||||||
General and administrative | 3,355 | $ 3,211 | 6,566 | $ 10,105 | ||
Total operating expenses | 3,605 | 3,523 | 7,128 | 10,195 | ||
Loss from operations | (5,464) | (3,344) | (8,808) | (11,967) | ||
Loss from continuing operations before income taxes | (5,807) | (3,940) | (9,747) | (13,611) | ||
Income tax benefit on continuing operations | 545 | (374) | 171 | 171 | ||
Loss from continuing operations | (13,440) | |||||
Income (loss) from discontinued operations, net of tax | (3,575) | |||||
Net Income (Loss) | $ (5,262) | $ (4,314) | $ (9,576) | $ (17,015) | ||
Basic loss per share | $ (1.63) | $ (4.09) | $ (4.45) | $ (4.89) | ||
Diluted loss per share | $ (1.63) | $ (4.09) | $ (4.45) | $ (4.89) | ||
Weighted average number of shares used in per share calculation - basic | 3,232,345 | 1,054,933 | 2,149,777 | 3,480,014 | ||
Weighted average number of shares used in per share calculation - diluted | 3,232,345 | 1,054,933 | 2,149,777 | 3,480,014 | ||
As Previously Reported | Professional services | ||||||
Reclassification [Line Items] | ||||||
Total revenue | $ 839 | $ 2,713 | ||||
Adjustments | ||||||
Reclassification [Line Items] | ||||||
Total revenue | (381) | (381) | ||||
Gross margin | (381) | (381) | ||||
Operating expenses | ||||||
General and administrative | (144) | (144) | $ (144) | |||
Total operating expenses | (144) | (144) | (144) | |||
Loss from operations | (237) | (237) | (237) | |||
Loss from continuing operations before income taxes | (237) | (237) | (237) | |||
Income tax benefit on continuing operations | (553) | $ 1,170 | 617 | 617 | ||
Loss from continuing operations | 380 | |||||
Net Income (Loss) | $ (790) | $ 1,170 | $ 380 | $ 380 | ||
Basic loss per share | $ (0.24) | $ 1.11 | $ (0.24) | $ 0.11 | ||
Diluted loss per share | $ (0.24) | $ 1.11 | $ (0.24) | $ 0.11 | ||
Adjustments | Professional services | ||||||
Reclassification [Line Items] | ||||||
Total revenue | $ (381) | $ (381) |
BASIS OF PRESENTATION - Unaud_3
BASIS OF PRESENTATION - Unaudited Condensed Consolidated Statement of Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net cash used in operating activities | |||||
Net loss | $ (3,144) | $ (9,196) | $ (17,395) | $ (26,078) | $ (30,112) |
Stock-based compensation | (88) | (251) | (300) | 1,029 | |
Accounts receivable, net | 6,436 | 9,511 | 11,542 | 12,667 | |
Income taxes | (796) | (815) | |||
Deferred income taxes | (833) | $ (807) | $ 191 | ||
As Previously Reported | |||||
Net cash used in operating activities | |||||
Net loss | (4,314) | (9,576) | (17,015) | ||
Stock-based compensation | 56 | (107) | |||
Accounts receivable, net | 6,055 | 9,130 | |||
Income taxes | 374 | (198) | |||
Deferred income taxes | (216) | ||||
Adjustments | |||||
Net cash used in operating activities | |||||
Net loss | 1,170 | 380 | (380) | ||
Stock-based compensation | (144) | (144) | |||
Accounts receivable, net | 381 | 381 | |||
Income taxes | $ (1,170) | $ (617) | |||
Deferred income taxes | $ (617) |
BASIS OF PRESENTATION - Credit
BASIS OF PRESENTATION - Credit Risk (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Concentration Risk [Line Items] | |||||
Cash | $ 123 | $ 905 | |||
Accounts Receivable, net | 3,601 | $ 5,632 | $ 8,707 | 15,143 | $ 27,810 |
Due from MSAs | 5,006 | ||||
Credit Risk | |||||
Concentration Risk [Line Items] | |||||
Cash | 123 | 905 | |||
Accounts Receivable, net | 3,601 | 15,143 | |||
Due from MSAs | 4,913 | ||||
Total | $ 3,724 | $ 20,961 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Impairment charge of goodwill | $ 3,423 | |
Goodwill reclassified to assets held for sale | $ 1,900 | $ 1,900 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Identified intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Indefinite-lived intangible assets | ||
Intangible assets that were reclassified as a component of assets held for sale | $ 98 | $ 390 |
Tradenames | ||
Indefinite-lived intangible assets | ||
Impairment charge of intangible assets | $ 117 | |
Doctor Agreements | ||
Finite-lived intangible assets | ||
Estimated useful life | 1 year | 10 years |
Doctor Agreements | Intangible Assets, Amortization Period | ||
Indefinite-lived intangible assets | ||
Amortization expense | $ 3,100 | |
Noncompete Agreements | ||
Finite-lived intangible assets | ||
Estimated useful life | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | Dec. 31, 2023 |
Medical Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years 6 months |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||
Duration for uncollectible, accounts receivable, net | 24 months | |
Allowance for implicit price concessions | $ 13.8 | $ 13.9 |
Bad debt expense primarily related to the settlement of amounts due from MSAs and PEs related to the termination of those agreements | $ 4.4 | $ 1.4 |
Number of Operating Segments | segment | 1 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
contract assets | $ 0 | $ 0 |
Contact liabilities | $ 0 | $ 0 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,162 | $ 4,714 | $ 255 | $ 471 |
Managed service agreements and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 255 | $ 471 |
REVENUE - Accounts Receivable (
REVENUE - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, net: | |||||
Total accounts receivable, net | $ 3,601 | $ 5,632 | $ 8,707 | $ 15,143 | $ 27,810 |
Due from MSAs | 5,006 | ||||
Due from MSAs | 4,913 | 5,886 | |||
Total receivables, net | 3,601 | 20,056 | 33,696 | ||
Technical services | |||||
Accounts receivable, net: | |||||
Total accounts receivable, net | 1,308 | 3,072 | 18,904 | ||
Professional services | |||||
Accounts receivable, net: | |||||
Total accounts receivable, net | $ 2,293 | 11,829 | 8,209 | ||
Other | |||||
Accounts receivable, net: | |||||
Total accounts receivable, net | $ 242 | $ 697 |
REVENUE - Concentration of Acco
REVENUE - Concentration of Accounts Receivable (Details) - Accounts Receivable - Revenue Stream Concentration Risk | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Concentration of accounts receivable | 100% | 100% |
Commercial insurance | ||
Disaggregation of Revenue [Line Items] | ||
Concentration of accounts receivable | 82% | 84% |
Facility billing | ||
Disaggregation of Revenue [Line Items] | ||
Concentration of accounts receivable | 18% | 9% |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Concentration of accounts receivable | 7% |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Incremental borrowing rate for operating lease | 10% | 7% | |
Operating lease right of use asset, net | $ 616 | $ 672 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Rate of interest for finance lease | 5.20% | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Rate of interest for finance lease | 13.40% |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease cost: | ||
Amortization of ROU assets | $ 252 | $ 309 |
Interest on lease liabilities | 73 | 89 |
Total Operating lease cost | 325 | 398 |
Amortization of ROU assets | 278 | 449 |
Interest on lease liabilities | 45 | 81 |
Total finance lease cost | 323 | 530 |
Total lease cost | $ 648 | $ 928 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Weighted average remaining lease term: Operating leases (in years) | 3 years 7 months 6 days | 1 year |
Weighted average remaining lease term: Financing leases (in years) | 1 year 9 months 18 days | 1 year 4 months 24 days |
Weighted average discount rate: Operating leases (as a percent) | 9.90% | 10% |
Weighted average discount rate: Financing leases (as a percent) | 8% | 7.60% |
ROU assets acquired in exchange for operating lease liabilities | $ 42 | |
ROU assets acquired in exchange for finance lease liabilities | $ 79 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 431 |
2025 | 352 |
Total lease payments | 783 |
Less: imputed interest | 69 |
Present value of lease liabilities | $ 714 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current, Lease Liabilities Noncurrent |
Less: current portion of lease liabilities | $ 377 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current |
Noncurrent lease liabilities | $ 337 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Noncurrent |
Finance Leases | |
2024 | $ 268 |
2025 | 153 |
2026 | 23 |
Total lease payments | 444 |
Less: imputed interest | 32 |
Present value of lease liabilities | $ 412 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current, Lease Liabilities Noncurrent |
Less: current portion of lease liabilities | $ 244 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current |
Noncurrent lease liabilities | $ 168 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Noncurrent |
Total Lease Liabilities | |
2024 | $ 699 |
2025 | 505 |
2026 | 23 |
Total lease payments | 1,227 |
Less: imputed interest | 101 |
Present value of lease liabilities | 1,126 |
Less: current portion of lease liabilities | 621 |
Noncurrent lease liabilities | $ 505 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) | 1 Months Ended | ||
Aug. 15, 2023 USD ($) installment | Aug. 02, 2023 USD ($) | Aug. 31, 2023 USD ($) | |
Acquisition of Certain Assets of Innovation Neuromonitoring, LLC | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 1,200,000 | ||
Cash payments | 200,000 | $ 100,000 | $ 800,000 |
Consideration Prepaid | 131,422 | ||
Amount paid in twenty-four equal monthly installments, with the first installment being due on or before September 1, 2023 | $ 500,000 | ||
Number of monthly installments | installment | 24 | ||
Amount paid in common stock of the Company, which is subject a six month lock-up | $ 400,000 | ||
Shares Lock Up Period | 6 months | ||
Acquisition of Certain Assets of Innovation Neuromonitoring, LLC | Rhythmlink International LLC | |||
Business Acquisition [Line Items] | |||
Business Combination, Liabilities Incurred | $ 34,000 | ||
Acquisition of Certain Equipment of Innovation | |||
Business Acquisition [Line Items] | |||
Purchase price | 165,000 | ||
legal costs | $ 10,000 |
ACQUISITIONS - Allocation of co
ACQUISITIONS - Allocation of consideration total assets acquired (Details) - USD ($) | 12 Months Ended | ||
Aug. 15, 2023 | Aug. 02, 2023 | Dec. 31, 2023 | |
Acquisition of Certain Assets and Equipment of Innovation Neuromonitoring, LLC | |||
ACQUISITIONS AND INTANGIBLES | |||
Purchase price | $ 1,365,000 | $ 1,300,000 | |
Less fair value of amount paid to third-party vendor | (37,000) | ||
Less fair value adjustment for issuance of common shares | (195,000) | ||
Net purchase price | 1,133,000 | ||
Equipment | 248,000 | ||
Total assets acquired | 248,000 | ||
Goodwill, Total | 885,000 | ||
Acquisition of Certain Assets of Innovation Neuromonitoring, LLC | |||
ACQUISITIONS AND INTANGIBLES | |||
Purchase price | $ 1,200,000 | ||
Acquisition of Certain Equipment of Innovation | |||
ACQUISITIONS AND INTANGIBLES | |||
Purchase price | $ 165,000 |
DISCONTINUED OPERATIONS - Major
DISCONTINUED OPERATIONS - Major Classes of Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disposal Group, Including Discontinued Operation, Assets | ||
Intangibles, net | $ 98 | $ 390 |
Technical and Professional Services | Held for sale | ||
Disposal Group, Including Discontinued Operation, Assets | ||
Fixed assets | 311 | 70 |
Finance lease right of use asset, net | 118 | 382 |
Intangibles, net | 98 | 390 |
Goodwill | 1,910 | 1,025 |
Total assets | $ 2,437 | $ 1,867 |
DISCONTINUED OPERATIONS - Resul
DISCONTINUED OPERATIONS - Results of Operations (Details) - Technical and Professional Services - Held for sale - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | ||
Revenue, net | $ 7,754 | $ 10,505 |
Cost of revenues, excluding depreciation and amortization | 11,380 | 12,658 |
Gross margin | (3,626) | (2,153) |
Operating expenses | ||
Sales and marketing | 366 | 945 |
Depreciation and amortization | 582 | 4,051 |
Total operating expenses | 948 | 4,996 |
Loss from discontinued operations | (4,574) | (7,149) |
Other expenses | ||
Interest expense | (45) | (100) |
Total other expense | (45) | (100) |
Loss from discontinued operations | (4,619) | (7,249) |
Income tax expense | (12) | |
Net loss from discontinued operations | (4,631) | (7,249) |
Technical services | ||
Revenues | ||
Revenue, net | 2,991 | 3,519 |
Professional services | ||
Revenues | ||
Revenue, net | 3,785 | 8,476 |
Other | ||
Revenues | ||
Revenue, net | $ 978 | $ (1,490) |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 6,840 | $ 2,296 |
Payroll liabilities | 26 | 86 |
Other accrued liabilities | 545 | 537 |
Accounts payable and accrued liabilities | $ 7,411 | $ 2,919 |
DEBT - Debt Obligations (Detail
DEBT - Debt Obligations (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||
Jun. 10, 2021 USD ($) D | Jul. 31, 2021 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 09, 2021 $ / shares shares | Apr. 30, 2020 USD ($) $ / shares | |
Debt | ||||||
Face amount | $ 1,700 | |||||
Total debt | $ 13,679 | $ 12,839 | ||||
Less: current portion of debt | (13,679) | (965) | ||||
Long-term debt | 11,874 | |||||
Common share purchase warrants | shares | 13,750 | |||||
Shares per warrant | shares | 1 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.20 | $ 100 | ||||
Senior Term Loan | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 6,000 | |||||
Senior Revolving Loan | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 2,000 | |||||
Number of business days prior to written notice of prepayment | D | 10 | |||||
Minimum prepayment advances outstanding | $ 250 | |||||
Percentage of aggregate advances outstanding | 25% | |||||
Term of of written notice of company's intention to prepay | 30 days | |||||
Number of days prior written notice for prepayment of term loans | 30 days | |||||
Term of interest | 12 months | |||||
Senior Term Acquisition Line | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 3,000 | |||||
Convertible Debt | ||||||
Debt | ||||||
Face amount | 3,450 | 3,450 | ||||
Less: principal converted to common shares | (60) | (60) | ||||
Less: fair value ascribed to conversion feature and warrants | (1,523) | (1,523) | ||||
Plus: accretion of implied interest | 1,467 | 1,086 | ||||
Total debt | 3,334 | 2,953 | ||||
Centurion debenture | ||||||
Debt | ||||||
Face amount | 11,000 | 11,000 | ||||
Less: fair value ascribed to conversion feature and warrants | (1,204) | (1,204) | ||||
Plus: accretion of implied interest | 776 | 476 | ||||
Less: unamortized debt issuance costs | (227) | (386) | ||||
Total debt | $ 10,345 | $ 9,886 | ||||
Commitment fee (in percent) | 2.25% | |||||
Commitment fee | $ 248 | |||||
Debenture with Maturity Date of June 9, 2025 | ||||||
Debt | ||||||
Face amount | $ 11,000 | |||||
Bearing interest rate | 9.50% | |||||
Interest rate during period | 1.50% | |||||
Interest on over due interest | 3% | |||||
Royal Bank of Canada Prime Rate | Debenture with Maturity Date of June 9, 2025 | ||||||
Debt | ||||||
Variable rate | 7.05% |
DEBT - Future Minimum Principal
DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt | ||
Total debt | $ 13,679 | $ 12,839 |
Convertible Debt | ||
Debt | ||
Principal due in 2024 | 3,390 | |
Less: fair value ascribed to conversion feature and warrants | (1,523) | (1,523) |
Plus: accretion and implied interest | 1,467 | 1,086 |
Total debt | 3,334 | $ 2,953 |
Debenture | ||
Debt | ||
Principal due in 2024 | 11,000 | |
Less: fair value ascribed to conversion feature and warrants | (1,204) | |
Plus: accretion and implied interest | 776 | |
Less: debt issuance costs | (227) | |
Total debt | $ 10,345 |
DEBT - Accretion and Interest E
DEBT - Accretion and Interest Expense, Excluding Debt Issuance Cost Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt | ||
Accretion expense | $ 681 | $ 681 |
Debt issuance cost amortization | 159 | 161 |
Interest paid | 1,499 | 1,451 |
Convertible Debt | ||
Debt | ||
Accretion expense | 381 | 381 |
Interest paid | 221 | 221 |
Centurion debenture | ||
Debt | ||
Accretion expense | 300 | 300 |
Debt issuance cost amortization | 159 | 161 |
Interest paid | $ 1,278 | $ 1,230 |
DEBT - Additional Information (
DEBT - Additional Information (Details) | 1 Months Ended | 4 Months Ended | ||||||||
Dec. 13, 2019 USD ($) shares | Nov. 22, 2019 USD ($) $ / shares shares | Apr. 30, 2024 USD ($) | Jan. 31, 2022 USD ($) | Apr. 30, 2020 USD ($) $ / shares shares | Apr. 30, 2020 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 09, 2021 $ / shares shares | Mar. 31, 2021 USD ($) | |
Debt | ||||||||||
Common share purchase warrants per unit | shares | 1 | |||||||||
Number common shares to purchase of warrants | shares | 13,750 | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 100 | $ 100 | $ 1.20 | |||||||
Face amount | $ 1,700,000 | $ 1,700,000 | ||||||||
Convertible Debt | ||||||||||
Debt | ||||||||||
Maximum gross proceeds | $ 4,000,000 | |||||||||
Option to increase the offering | $ 2,000,000 | |||||||||
Number common shares to purchase of warrants | shares | 72 | 72 | ||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 190 | $ 190 | $ 190 | |||||||
Term of warrants | 3 years | 3 years | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 140 | $ 140 | ||||||||
Term of debt | 4 years | 4 years | ||||||||
Interest rate | 9% | 9% | 9% | |||||||
Price Per Unit | $ / shares | $ 1 | |||||||||
Finder | Convertible Debt | ||||||||||
Debt | ||||||||||
Term of warrants | 3 years | 3 years | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 190 | $ 190 | ||||||||
Number of warrants issued | shares | 563 | |||||||||
Payments To Finders | $ 79,000 | |||||||||
First tranche | Convertible Debt | ||||||||||
Debt | ||||||||||
Number common shares to purchase of warrants | shares | 3 | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 9.50 | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 140 | |||||||||
Term of debt | 4 years | |||||||||
Conversion feature | $ 376,000 | |||||||||
Face amount | $ 965,000 | 965,000 | ||||||||
Warrants to purchase | $ 188,000 | |||||||||
Price Per Unit | $ / shares | $ 1 | |||||||||
Number of warrants issued | shares | 3,445 | |||||||||
Fair value of the debt | $ 401,000 | |||||||||
Payments To Finders | $ 67,000 | |||||||||
First tranche | Finder | ||||||||||
Debt | ||||||||||
Term of debt | 3 years | |||||||||
First tranche | Finder | Convertible Debt | ||||||||||
Debt | ||||||||||
Term of warrants | 3 years | |||||||||
Number of warrants issued | shares | 9,650 | |||||||||
Second tranche | Convertible Debt | ||||||||||
Debt | ||||||||||
Term of debt | 4 years | |||||||||
Conversion feature | $ 152,000 | |||||||||
Face amount | $ 469,000 | 469,000 | ||||||||
Warrants to purchase | 58,000 | 58,000 | ||||||||
Fair value of the debt | 259,000 | $ 259,000 | ||||||||
Third tranche | Convertible Debt | ||||||||||
Debt | ||||||||||
Term of debt | 4 years | |||||||||
Conversion feature | $ 291,000 | |||||||||
Face amount | 886,000 | 886,000 | ||||||||
Warrants to purchase | 112,000 | 112,000 | ||||||||
Fair value of the debt | 483,000 | $ 483,000 | ||||||||
Fourth tranche | Convertible Debt | ||||||||||
Debt | ||||||||||
Term of debt | 4 years | |||||||||
Conversion feature | $ 96,000 | |||||||||
Face amount | 300,000 | 300,000 | ||||||||
Warrants to purchase | 45,000 | 45,000 | ||||||||
Fair value of the debt | 159,000 | 159,000 | ||||||||
Convertible debenture | Subsequent Events | ||||||||||
Debt | ||||||||||
Retirement of part of obligation | $ 334,000 | |||||||||
Debt Instrument, Convertible, Settlement Method [Extensible Enumeration] | us-gaap:ShareSettlementMember | |||||||||
Common shares issued to settle amounts owed | 1,337,371 | |||||||||
Debt repaid | $ 334,000 | |||||||||
Centurion debenture | ||||||||||
Debt | ||||||||||
Face amount | $ 11,000,000 | $ 11,000,000 | ||||||||
Centurion debenture | Subsequent Events | ||||||||||
Debt | ||||||||||
Retirement of part of obligation | $ 141,000 | |||||||||
Debt Instrument, Convertible, Settlement Method [Extensible Enumeration] | us-gaap:ShareSettlementMember | |||||||||
Common shares issued to settle amounts owed | 236,164 | |||||||||
Debt repaid | $ 141,000 | |||||||||
April Cd Unit | ||||||||||
Debt | ||||||||||
Maximum gross proceeds | 500,000 | 500,000 | ||||||||
Option to increase the offering | 500,000 | $ 500,000 | ||||||||
Proceeds used for working capital | 830,000 | |||||||||
Retirement of part of obligation | 800,000 | |||||||||
Debt repaid | $ 800,000 | |||||||||
Common share purchase warrants per unit | shares | 100 | 100 | ||||||||
Offering price, per unit | $ / shares | $ 67 | |||||||||
Term of warrants | 3 years | 3 years | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 3.35 | $ 3.35 | ||||||||
Term of debt | 4 years | |||||||||
Interest rate | 9% | 9% | ||||||||
Warrants to purchase | $ 23,000 | $ 23,000 | ||||||||
Price Per Unit | $ / shares | $ 1 | |||||||||
Number of warrants issued | shares | 345 | |||||||||
April Cd Unit | Finder | ||||||||||
Debt | ||||||||||
Proceeds used for working capital | $ 830,000 | |||||||||
Conversion feature | 279,000 | |||||||||
Warrants to purchase | 187,000 | 187,000 | ||||||||
Fair value of the debt | $ 364,000 | $ 364,000 | ||||||||
Paycheck Protection Program loan | ||||||||||
Debt | ||||||||||
Face amount | $ 1,700,000 | |||||||||
Debt forgiveness | $ 1,700,000 | |||||||||
Debt carrying value | $ 0 |
SHAREHOLDERS' (DEFICIT) EQUIT_2
SHAREHOLDERS' (DEFICIT) EQUITY - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Aug. 16, 2023 | Aug. 31, 2023 shares | Jun. 30, 2023 shares | May 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 shares | Jun. 09, 2021 $ / shares shares | Apr. 30, 2020 $ / shares | |
SHAREHOLDERS' EQUITY (DEFICIT) | |||||||||||
Common stock, shares authorized | 9,000,000 | 9,000,000 | 9,000,000 | 180,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares issued | 6,720,460 | 1,051,098 | |||||||||
Common stock, shares outstanding | 6,720,460 | 1,051,098 | |||||||||
Period to submit plan to regain compliance | 45 days | ||||||||||
Proceeds from share issuance, net of share issuance costs | $ | $ 5,383 | $ 5,195 | |||||||||
Price per share | $ / shares | $ 1.20 | ||||||||||
Pre-funded warrants | 750,000 | ||||||||||
Pre-funded warrants, shares | 750,000 | ||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.20 | $ 100 | |||||||||
General corporate purposes, including working capital, marketing, and capital expenditures | $ | 5,100 | ||||||||||
Common shares to certain employees, directors and vendors in lieu of cash compensation | 59,748 | ||||||||||
Reverse stock split ratio | 0.05 | ||||||||||
Fractional shares issued | 0 | ||||||||||
Gross proceeds | $ | $ 5,383 | $ 5,195 | |||||||||
Common share purchase warrants per unit | 1 | ||||||||||
Number of Warrants Issued | 750,000 | ||||||||||
Number of Warrants Exercised | (750,000) | ||||||||||
Amended Stock Option Plan | |||||||||||
SHAREHOLDERS' EQUITY (DEFICIT) | |||||||||||
Common stock, shares outstanding | 24,925 | ||||||||||
Equity Incentive Plan | |||||||||||
SHAREHOLDERS' EQUITY (DEFICIT) | |||||||||||
Common stock, shares outstanding | 11,500 | ||||||||||
Number of shares authorized | 88,500 | ||||||||||
Private Placements | |||||||||||
SHAREHOLDERS' EQUITY (DEFICIT) | |||||||||||
Shares issued | 50,000 | ||||||||||
Shares issue price | $ / shares | $ 6 | ||||||||||
Gross proceeds | $ | $ 300 | ||||||||||
Public offering (pre-funded warrants) | |||||||||||
SHAREHOLDERS' EQUITY (DEFICIT) | |||||||||||
Shares issued | 5,000,000 | ||||||||||
Price per share | $ / shares | $ 1.199 | ||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.001 | ||||||||||
Gross proceeds | $ | $ 6,000 | ||||||||||
Option to purchase additional shares | |||||||||||
SHAREHOLDERS' EQUITY (DEFICIT) | |||||||||||
Shares issued | 750,000 | ||||||||||
Number of days to purchase additional shares | 45 days | ||||||||||
Additional shares issued under allotment | 0 | ||||||||||
2022 Equity Financing | |||||||||||
SHAREHOLDERS' EQUITY (DEFICIT) | |||||||||||
Proceeds from share issuance, net of share issuance costs | $ | $ 6,200 | ||||||||||
Shares issued | 278,804 | ||||||||||
Period to purchase additional shares | 45 days | ||||||||||
Percentage of additional shares issued | 15% | ||||||||||
Shares issue price | $ / shares | $ 22.40 | ||||||||||
Acquisition of Certain Assets of Innovation Neuromonitoring, LLC | |||||||||||
SHAREHOLDERS' EQUITY (DEFICIT) | |||||||||||
Share issuance, acquisition related (in shares) | 547,946 |
SHAREHOLDERS' (DEFICIT) EQUIT_3
SHAREHOLDERS' (DEFICIT) EQUITY - Stock Options (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options at beginning of period (in shares) | 49,040 | 60,212 | |
Options granted (in shares) | 10,000 | 6,500 | |
Options exercised (in shares) | (40) | ||
Options canceled / expired (in shares) | (22,615) | (17,632) | |
Options at end of period (in shares) | 36,425 | 49,040 | 60,212 |
Options vested and exercisable as at end of the period | 26,972 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Exercise Price at beginning of period (in dollars per share) | $ 129.60 | $ 111.20 | |
Options granted (in dollars per share) | 0.86 | 103.20 | |
Options exercised (in dollars per share) | 100.80 | ||
Options canceled / expired (in dollars per share) | 130.82 | 50.20 | |
Exercise Price at end of period (in dollars per share) | 93.55 | $ 129.60 | $ 111.20 |
Exercise Price vested and exercisable (in dollars per share) | $ 113.40 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average Remaining Contractual Life (in years) | 2 years 6 months | 2 years 9 months 18 days | 3 years 7 months 6 days |
Weighted Average Remaining life vested and exercisable (in years) | 2 years |
SHAREHOLDERS' (DEFICIT) EQUIT_4
SHAREHOLDERS' (DEFICIT) EQUITY - Stock Options Outstanding and Exercisable (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Options Outstanding (in shares) | 36,425 | 49,040 | 60,212 |
Weighted Average Remaining Contractual Life (in years) | 2 years 6 months | 2 years 9 months 18 days | 3 years 7 months 6 days |
Weighted average exercise price of options outstanding (in dollars per share) | $ 93.55 | $ 129.60 | $ 111.20 |
Number Exercisable (in shares) | 26,972 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 113.40 | ||
$156.00 Exercise Price Per Share | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Options Outstanding (in shares) | 5,370 | ||
Weighted Average Remaining Contractual Life (in years) | 1 month 6 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 156 | ||
Number Exercisable (in shares) | 5,370 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 156 | ||
$128.00 Exercise Price Per Share | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Options Outstanding (in shares) | 2,475 | ||
Weighted Average Remaining Contractual Life (in years) | 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 128 | ||
Number Exercisable (in shares) | 2,475 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 128 | ||
$106.00 Exercise Price Per Share | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Options Outstanding (in shares) | 9,830 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 1 month 6 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 106 | ||
Number Exercisable (in shares) | 8,874 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 106 | ||
$112.00 Exercise Price Per Share | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Options Outstanding (in shares) | 1,500 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 3 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 112 | ||
Number Exercisable (in shares) | 1,300 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 112 | ||
$153.00 Exercise Price Per Share | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Options Outstanding (in shares) | 5,750 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 153 | ||
Number Exercisable (in shares) | 4,719 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 153 | ||
$103.20 Exercise Price Per Share | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Options Outstanding (in shares) | 1,500 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 2 months 12 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 103.20 | ||
Number Exercisable (in shares) | 900 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 103.20 | ||
$0.86 Exercise Price Per Share | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Options Outstanding (in shares) | 10,000 | ||
Weighted Average Remaining Contractual Life (in years) | 4 years 6 months | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 0.86 | ||
Number Exercisable (in shares) | 3,334 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 0.86 | ||
$93.55 Exercise Price Per Share | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Options Outstanding (in shares) | 36,425 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 6 months | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 93.55 | ||
Number Exercisable (in shares) | 26,972 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 113.40 |
SHAREHOLDERS' (DEFICIT) EQUIT_5
SHAREHOLDERS' (DEFICIT) EQUITY - Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Expected life (in years) | 5 years | 5 years |
Risk-free interest rate | 4% | 1.70% |
Expected volatility | 137% | 132% |
SHAREHOLDERS' (DEFICIT) EQUIT_6
SHAREHOLDERS' (DEFICIT) EQUITY - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stock-based compensation expense recognized | $ (300) | $ 1,000 |
Unrecognized compensation cost | $ 440 | |
Unvested stock options (in shares) | 9,453 | |
Weighted-average remaining vesting period | 2 years 8 months 12 days |
SHAREHOLDERS' (DEFICIT) EQUIT_7
SHAREHOLDERS' (DEFICIT) EQUITY - Warrants (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 09, 2021 | Apr. 30, 2020 | |
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Balance at beginning of period | 206,000 | 197,000 | ||
Debenture, warrants issued | 9,000 | |||
Warrants expired | (11,026) | |||
Warrants issued | 750,000 | |||
Warrants exercised | (750,000) | |||
Balance at end of period | 194,974 | 206,000 | ||
Warrant exercise price (in dollars per share) | $ 1.20 | $ 100 | ||
Prefunded Warrants | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Warrants issued | 750,000 | |||
Warrants exercised | 750,000 | |||
Warrant exercise price (in dollars per share) | $ 0.001 | |||
Roth Capital | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Balance at beginning of period | 9,000 | |||
Balance at end of period | 9,000 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Net loss | $ (6,052) | $ (3,144) | $ (9,196) | $ (16,635) | $ (26,078) | $ (30,112) |
Basic weighted average common stock outstanding | 3,232,345 | 1,054,933 | 2,149,777 | 3,480,014 | 4,276,820 | 751,659 |
Basic loss per share | $ (1.87) | $ (2.98) | $ (4.69) | $ (4.78) | $ (6.10) | $ (40.06) |
Dilutive weighted average common stock outstanding | 3,232,345 | 1,054,933 | 2,149,777 | 3,480,014 | 4,276,820 | 751,659 |
Diluted loss per share | $ (1.87) | $ (2.98) | $ (4.69) | $ (4.78) | $ (6.10) | $ (40.06) |
Stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 36,425 | 49,040 | ||||
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 194,974 | 206,000 |
INCOME TAXES - Income tax expen
INCOME TAXES - Income tax expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income tax expense: | ||||||
State | $ 60 | $ 5 | ||||
Total | 60 | 5 | ||||
Deferred tax (benefit) expense: | ||||||
Federal | (729) | 179 | ||||
State | (67) | 18 | ||||
Total | (796) | 197 | ||||
Total income tax (benefit) expense | $ (8) | $ 796 | $ 788 | $ 788 | $ (736) | $ 202 |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets (Liabilities): | ||
Fixed assets | $ (41) | $ (101) |
Stock-based and performance share compensation. | 1,408 | 1,920 |
Equity method investments | (134) | (138) |
Accrual to cash adjustment | 243 | (4,079) |
ROU Asset | (139) | (154) |
Lease liability | 161 | 180 |
Net operating loss and carryforward | 9,354 | 7,792 |
Intangibles | 1,347 | 1,773 |
Debt issuance costs | 1 | 10 |
Accretion expense | (14) | (268) |
Total Noncurrent DTL | 12,186 | 6,935 |
Valuation Allowance | $ (12,186) | (7,731) |
Deferred Tax Liabilities, net | $ (796) |
INCOME TAXES - Effective tax ra
INCOME TAXES - Effective tax rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of effective tax rate: | ||
Federal taxes at statutory rate | 21% | 21% |
State taxes, net of federal benefit | 1.40% | 2% |
Permanent items | (1.20%) | |
Performance shares | 1.10% | |
Provision to return adjustment and other | (1.60%) | (0.40%) |
Change in rate | 0.40% | 0.80% |
Change in valuation allowance | (16.80%) | (24.70%) |
NOL carryback difference | (0.50%) | (0.50%) |
Effective income tax rate | 2.70% | (0.70%) |
Net operating loss and carryforward | $ 9,354 | $ 7,792 |
Interest and penalties related to uncertain tax positions | 0 | |
Federal | ||
Reconciliation of effective tax rate: | ||
Net operating loss and carryforward | $ 40,100 |
EQUITY METHOD INVESTMENT - Sche
EQUITY METHOD INVESTMENT - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Balance at beginning of period | $ 310 | $ 525 |
Share of losses | 43 | 39 |
Distributions | (101) | (254) |
Disposition | (77) | |
Balance at end of period | $ 175 | $ 310 |
401K PLAN (Details)
401K PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Threshold service period to start contribution under the defined contribution plan | 6 months | |
Threshold age to start contribution under the defined contribution plan | 21 years | |
Maximum percentage of annual contributions per employee | 100% | |
Percentage of employer matching contribution | 6% | |
Company's contributions | $ 0 | $ 667 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Apr. 30, 2022 USD ($) |
Indemnification Agreement | |
Commitments and Contingencies | |
Contingent liability | $ 450 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended | |||||
Mar. 26, 2024 USD ($) | Feb. 12, 2024 USD ($) director | Apr. 30, 2024 USD ($) | Feb. 29, 2024 USD ($) | Apr. 08, 2024 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) | |
Indemnification Agreement | ||||||
SUBSEQUENT EVENTS | ||||||
Settlement amount payable | $ 450,000 | |||||
IONM business | Held for sale | ||||||
SUBSEQUENT EVENTS | ||||||
Total consideration | $ 4,500,000 | |||||
Cash consideration receivable | 2,300,000 | |||||
Threshold earnout payment receivable | $ 2,200,000 | |||||
Earnout payment period | 12 months | |||||
Subsequent Events | Indemnification Agreement | ||||||
SUBSEQUENT EVENTS | ||||||
Settlement amount payable | $ 1,000,000 | |||||
Installment period | 12 months | |||||
Subsequent Events | Centurion Debt | ||||||
SUBSEQUENT EVENTS | ||||||
Debt Instrument, Convertible, Settlement Method [Extensible Enumeration] | us-gaap:ShareSettlementMember | |||||
Subsequent Events | Convertible Debt | ||||||
SUBSEQUENT EVENTS | ||||||
Common shares issued to settle amounts owed | 1,337,371 | |||||
Debt repaid | $ 334,000 | |||||
Debt Instrument, Convertible, Settlement Method [Extensible Enumeration] | us-gaap:ShareSettlementMember | |||||
Subsequent Events | Centurion debenture | ||||||
SUBSEQUENT EVENTS | ||||||
Common shares issued to settle amounts owed | 236,164 | |||||
Debt repaid | $ 141,000 | |||||
Debt Instrument, Convertible, Settlement Method [Extensible Enumeration] | us-gaap:ShareSettlementMember | |||||
Subsequent Events | Innovation Neuromonitoring LLC [Member] | ||||||
SUBSEQUENT EVENTS | ||||||
Cancellation of future installment payments | $ 270,000 | |||||
Subscription of shares | shares | 437,247 | |||||
Exchange price per share | $ / shares | $ 0.6175 | |||||
Subsequent Events | Merger agreement between Danam Health Inc. and Assure Merger Corp. | ||||||
SUBSEQUENT EVENTS | ||||||
Convertible promissory note | $ 1,000,000 | |||||
Subsequent Events | Merger agreement between Danam Health Inc. and Assure Merger Corp. | Convertible Debt | ||||||
SUBSEQUENT EVENTS | ||||||
Interest rate | 10% | |||||
Subsequent Events | Danam Health, Inc. | Merger agreement between Danam Health Inc. and Assure Merger Corp. | ||||||
SUBSEQUENT EVENTS | ||||||
Number of directors in combined entity | director | 5 | |||||
Directors and officers insurance maintenance period | 6 years | |||||
Maximum retained liability | $ 500,000 | |||||
Termination fee payable | 1,000,000 | |||||
Threshold reimbursement expenses payable by breaching party | $ 250,000 | |||||
Subsequent Events | Danam Health, Inc. | Merger agreement between Danam Health Inc. and Assure Merger Corp. | Assure equityholders | ||||||
SUBSEQUENT EVENTS | ||||||
Percentage of capital stock in combined entity | 10% | |||||
Subsequent Events | Danam Health, Inc. | Merger agreement between Danam Health Inc. and Assure Merger Corp. | Danam equityholders | ||||||
SUBSEQUENT EVENTS | ||||||
Percentage of capital stock in combined entity | 90% |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (6,052) | $ (3,144) | $ (9,196) | $ (16,635) | $ (26,078) | $ (30,112) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |