Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000319016 | |
Entity Registrant Name | Fuse Medical, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-10093 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 59-1224913 | |
Entity Address, Address Line One | 1565 N. Central Expressway, Suite 220 | |
Entity Address, City or Town | Richardson | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75080 | |
City Area Code | 469 | |
Local Phone Number | 862-3030 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | FZMD | |
Entity Common Stock, Shares Outstanding | 73,895,794 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 253,378 | $ 147,854 |
Accounts receivable, net of allowance of $200,797 and $290,500, respectively | 3,433,900 | 3,996,860 |
Inventories, net of allowance of $1,521,421 and $1,778,173, respectively | 9,026,923 | 9,494,506 |
Prepaid expenses and other current assets | 104,363 | 126,022 |
Total current assets | 12,818,564 | 13,765,242 |
Property and equipment, net | 0 | 709 |
Long term accounts receivable, net of allowance of $5,172,858 and $4,330,883, respectively | 3,401,297 | 2,832,764 |
Intangible assets, net | 1,125,549 | 1,190,980 |
Goodwill | 1,972,886 | 1,972,886 |
Total assets | 19,318,296 | 19,762,581 |
Current liabilities: | ||
Accounts payable | 4,238,209 | 5,700,236 |
Accrued expenses | 5,605,104 | 4,540,366 |
Total current liabilities | 12,064,225 | 12,387,737 |
Total liabilities | 19,549,923 | 20,073,435 |
Commitments and contingencies | ||
Preferred stock, $0.01 par value; 20,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 100,000,000 shares authorized, 73,895,794 shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 738,958 | 738,958 |
Additional paid-in capital | 1,468,274 | 1,468,274 |
Accumulated deficit | (2,438,859) | (2,518,086) |
Total stockholders' equity (accumulated deficit) | (231,627) | (310,854) |
Total liabilities and stockholders' equity (accumulated deficit) | 19,318,296 | 19,762,581 |
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | ||
Current liabilities: | ||
Earn-out liability | 7,485,698 | 7,485,698 |
Revolving Credit Facility [Member] | ||
Current liabilities: | ||
Senior secured revolving credit facility | 1,870,912 | 1,997,135 |
Related Party [Member] | ||
Current liabilities: | ||
Notes payable - related parties | 350,000 | 150,000 |
Notes Payable, Noncurrent | $ 0 | $ 200,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts Receivable, Allowance for Credit Loss | $ 200,797 | $ 290,500 |
Inventory, Allowance | 1,521,421 | 1,778,173 |
Long-term accounts receivable, Allowance | $ 5,172,858 | $ 4,330,883 |
Preferred stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, Authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, Issued (in shares) | 0 | 0 |
Preferred stock, Outstanding (in shares) | 0 | 0 |
Common stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, Authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, Issued (in shares) | 73,895,794 | 73,895,794 |
Common stock, Outstanding (in shares) | 73,895,794 | 73,895,794 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net revenues | $ 4,997,212 | $ 4,668,290 | $ 8,981,667 | $ 9,222,628 |
Cost of revenues | 1,528,321 | 2,696,723 | 3,771,806 | |
Gross profit | 3,468,891 | 6,284,944 | 5,450,822 | |
Operating expenses: | ||||
Selling, general, administrative and other | 1,618,160 | 3,324,487 | 3,132,309 | |
Commissions | 1,449,157 | 2,691,034 | 2,969,530 | |
Depreciation and amortization | 32,715 | 66,140 | 68,806 | |
Total operating expenses | 3,100,032 | 6,081,661 | 6,170,645 | |
Operating (loss) profit | 368,859 | 203,283 | (719,823) | |
Other (income) expense: | ||||
Interest expense | 54,024 | 111,217 | 69,485 | |
Total other (income) expense | 54,024 | 111,217 | 69,485 | |
Net income (loss) before income tax | 314,835 | 92,066 | (789,308) | |
Income tax expense | 7,247 | 12,839 | 10,027 | |
Net income (loss) | $ 307,588 | (322,936) | $ 79,227 | $ (799,335) |
Net income (loss) per common share - basic and diluted (in dollars per share) | $ 0 | $ 0 | $ (0.01) | |
Weighted average number of common shares outstanding - basic (in shares) | 70,321,566 | 70,321,566 | 70,321,566 | |
Weighted average number of common shares outstanding - diluted (in shares) | 78,027,782 | 78,027,782 | 70,321,566 | |
Revised [Member] | ||||
Net revenues | 4,668,290 | |||
Cost of revenues | 2,028,497 | $ 3,771,806 | ||
Gross profit | 2,639,793 | 5,450,822 | ||
Operating expenses: | ||||
Selling, general, administrative and other | 1,422,768 | |||
Commissions | 1,463,859 | |||
Depreciation and amortization | 34,404 | 68,806 | ||
Total operating expenses | 2,921,031 | |||
Operating (loss) profit | (281,238) | |||
Other (income) expense: | ||||
Interest expense | 36,527 | |||
Total other (income) expense | 36,527 | |||
Net income (loss) before income tax | (317,765) | |||
Income tax expense | 5,171 | |||
Net income (loss) | $ (322,936) | $ (799,335) | ||
Net income (loss) per common share - basic and diluted (in dollars per share) | $ 0 | |||
Weighted average number of common shares outstanding - basic (in shares) | 70,321,566 | |||
Weighted average number of common shares outstanding - diluted (in shares) | 70,321,566 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Accumulated Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, Shares (in shares) at Dec. 31, 2021 | 72,895,793 | |||
Balance at Dec. 31, 2021 | $ 728,958 | $ 1,455,422 | $ (5,616,199) | $ (3,431,819) |
Net income (loss) | 0 | 0 | (476,399) | (476,399) |
Stock compensation expense | $ 0 | 12,844 | 0 | 12,844 |
Balance, Shares (in shares) at Mar. 31, 2022 | 72,895,793 | |||
Balance at Mar. 31, 2022 | $ 728,958 | 1,468,266 | (6,092,598) | (3,895,374) |
Balance, Shares (in shares) at Dec. 31, 2021 | 72,895,793 | |||
Balance at Dec. 31, 2021 | $ 728,958 | 1,455,422 | (5,616,199) | (3,431,819) |
Net income (loss) | (799,335) | |||
Balance, Shares (in shares) at Jun. 30, 2022 | 72,895,793 | |||
Balance at Jun. 30, 2022 | $ 728,958 | 1,472,368 | (6,415,534) | (4,214,208) |
Balance, Shares (in shares) at Mar. 31, 2022 | 72,895,793 | |||
Balance at Mar. 31, 2022 | $ 728,958 | 1,468,266 | (6,092,598) | (3,895,374) |
Net income (loss) | 0 | 0 | (322,936) | (322,936) |
Stock compensation expense | $ 0 | 4,102 | 0 | 4,102 |
Balance, Shares (in shares) at Jun. 30, 2022 | 72,895,793 | |||
Balance at Jun. 30, 2022 | $ 728,958 | 1,472,368 | (6,415,534) | (4,214,208) |
Balance, Shares (in shares) at Dec. 31, 2022 | 73,895,794 | |||
Balance at Dec. 31, 2022 | $ 738,958 | 1,468,274 | (2,518,086) | (310,854) |
Net income (loss) | $ 0 | 0 | (228,361) | (228,361) |
Balance, Shares (in shares) at Mar. 31, 2023 | 73,895,794 | |||
Balance at Mar. 31, 2023 | $ 738,958 | 1,468,274 | (2,746,447) | (539,215) |
Balance, Shares (in shares) at Dec. 31, 2022 | 73,895,794 | |||
Balance at Dec. 31, 2022 | $ 738,958 | 1,468,274 | (2,518,086) | (310,854) |
Net income (loss) | 79,227 | |||
Balance, Shares (in shares) at Jun. 30, 2023 | 73,895,794 | |||
Balance at Jun. 30, 2023 | $ 738,958 | 1,468,274 | (2,438,859) | (231,627) |
Balance, Shares (in shares) at Mar. 31, 2023 | 73,895,794 | |||
Balance at Mar. 31, 2023 | $ 738,958 | 1,468,274 | (2,746,447) | (539,215) |
Net income (loss) | $ 0 | 0 | 307,588 | 307,588 |
Balance, Shares (in shares) at Jun. 30, 2023 | 73,895,794 | |||
Balance at Jun. 30, 2023 | $ 738,958 | $ 1,468,274 | $ (2,438,859) | $ (231,627) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ 79,227 | $ (799,335) |
Depreciation and amortization | 66,140 | 68,806 |
Stock based compensation | 0 | 16,946 |
Provision for bad debts and discounts | (89,703) | (102,595) |
Provision for long term accounts receivable | 841,975 | 402,200 |
Provision for slow moving inventory | (256,752) | (94,595) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 652,663 | 666,843 |
Inventories | 724,335 | (526,213) |
Prepaid expenses and other current assets | 21,659 | (89,410) |
Long term accounts receivable | (1,410,508) | (670,332) |
Accounts payable | (1,462,027) | 320,071 |
Accrued expenses | 1,064,738 | 1,055,519 |
Net cash provided by operating activities | 231,747 | 247,905 |
Cash flows from investing activities | ||
Purchase of property and equipment | 0 | 0 |
Net cash (used in) investing activities | 0 | 0 |
Cash flows from financing activities | ||
Net cash (used in) financing activities | (126,223) | (197,099) |
Net increase (decrease) in cash | 105,524 | 50,806 |
Cash and cash equivalents - beginning of period | 147,854 | 553,190 |
Cash and cash equivalents - end of period | 253,378 | 603,996 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 92,833 | 50,796 |
Revolving Credit Facility [Member] | ||
Cash flows from financing activities | ||
Net payments on senior secured revolving credit facility | $ (126,223) | $ (197,099) |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Overview Fuse Medical, Inc., a Delaware corporation (the “Company”), was initially incorporated in 1968 July 1999, May 28, 2014, 2015, two On December 19, 2016, 143 On December 31, 2017, August 1, 2018, December 20, 2019 December 20, 2019. Nature of Business The Company is a manufacturer, distributor, and wholesaler of medical device implants, offering a broad portfolio of orthopedic implants and biologics including: (i) internal and external fixation products; (ii) upper and lower extremity plating and total joint reconstruction implants; (iii) soft tissue fixation and augmentation for sports medicine procedures; (iv) spinal implants for trauma, degenerative disc disease and deformity indications; and (v) a wide array of osteo-biologics and regenerative products, which include human allografts, substitute bone materials, tendons, and regenerative tissues. All of the Company’s medical devices are approved by the FDA for sale in the United States, and all of the Company’s Biologics suppliers are licensed tissue banks accredited by the American Association of Tissue Banks. The Company’s broad portfolio of Orthopedic Implants and Biologics provide high-quality products to assist surgeons with positive patient outcomes and cost-effective solutions for its customers, which include hospitals, medical facilities, and sub-distributors. The Company operates under exclusive and non-exclusive agreements with certain vendors and supply partners in the geographic territories the Company serves. The Company continuously reviews and expands its product lines to ensure that they offer a comprehensive, high-quality and cost-effective selection of Orthopedic Implants and Biologics so that the Company can be more relevant to its customer needs while continuing to grow its existing customer base. Additionally, the Company continues to grow its manufacturing operations, both by internal product development as well as the acquisition of existing FDA cleared devices. Basis of Presentation The interim unaudited condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of the Company, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes the disclosures are adequate to make the information presented not The condensed consolidated balance sheet information as of December 31, 2022 10 December 31, 2022 2022 13 15 1934, April 14, 2023. 2022 The results of operations for the three six June 30, 2023 not two first two |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 2. Principles of Consolidation The interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CPM. Intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of the interim unaudited condensed consolidated financial statements in accordance with GAAP, requires the Company to make estimates and assumptions that affect the Company’s reported amounts in the interim unaudited condensed consolidated financial statements. Actual results could differ from those estimates. Significant estimates on the accompanying interim unaudited condensed consolidated financial statements include the allowance for doubtful accounts, valuation of inventories, the Company’s effective income tax rate, the fair value calculations of stock-based compensation, goodwill, finite lived intangibles and the earn-out (“Earn-Out”) liability. Segment Reporting In accordance with Accounting Standards Codification (“ASC”) No. 280, Segment Reporting one one Correction of an Error Medical instruments were reported in the quarters of 2022 2022 10 three six June 30, 2022 Consolidated Statement of Operations Line items for the three months of Q2-2022 effected by the restatement Previously Reported Revised Change Cost of revenues $ 1,723,642 $ 2,028,497 $ 304,855 Gross Profit 2,944,648 2,639,793 (304,855 ) Depreciation and amortization 109,642 34,404 (75,238 ) Net loss (93,319 ) (322,936 ) (229,617 ) Line items for six months of Q2-2022 effected by the restatement Previously Reported Revised Change Cost of revenues $ 3,348,833 $ 3,771,806 $ 422,973 Gross Profit 5,873,795 5,450,822 (422,973 ) Depreciation and amortization 144,044 68,806 (75,238 ) Net loss (451,600 ) (799,335 ) (347,735 ) Consolidated Statement of Cash Flows Line items for Q2-2022 effected by the restatement Previously Reported Revised Change Net loss $ (451,600 ) $ (799,335 ) $ (347,735 ) Depreciation and amortization 144,044 68,806 (75,238 ) Purchase of property and equipment (422,973 ) - 422,973 Earnings (loss) Per Common Share Earnings (loss) per common share, basic is calculated by dividing the net income/(loss) attributable to common stockholders by the weighted-average number of shares of common stock, par value $0.01 (“Common Stock”), outstanding during the period, without consideration of Common Stock equivalents. Shares of restricted stock are included in the basic weighted-average number of Common Stock outstanding from the time they vest. Diluted earnings (loss) per common share is computed by dividing net income/(loss) by the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding for the period determined using the treasury stock method. For the six June 30, 2023 2022 7, Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: Level 1—Observable Level 2—Observable not Level 3—Unobservable no In connection with the CPM Acquisition, the Company initially recorded a $19,244,543 liability related to the Earn-Out portion of the purchase consideration. The Company has classified the Earn-Out liability as a Level 3 January 1, 2018, December 31, 2034. The fair value of the Earn-Out liability was calculated using the Monte Carlo simulation, which was then applied to estimated Earn-Out payments with a discount rate of three one ten four two four five two four The Earn-Out liability, which represents contingent consideration associated with the CPM Acquisition, is recorded as a liability. This liability is subject to re-measurement to fair value at each reporting date until the contingency is resolved and the changes in fair value are recognized in the consolidated statements of operations at each reporting period. The Earn-Out was remeasured to fair value under the probability weighted income approach. As a result, the fair value of the Earn-Out liability was reduced by $4,108,134 from $11,593,832 to $7,485,698 in 2022 2021 There was no six June 30, 2023 no 3 December 31, 2022 not June 30, 2023 no Financial Instruments The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The recorded values of notes payable approximate their respective fair values based upon their effective interest rates. Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three June 30, 2023 December 31, 2022 one may $250,000 not June 30, 2023 June 30, 2023 Accounts Receivable and Allowances Accounts receivable are non-interest bearing and are stated at gross invoice amounts less an allowance for doubtful accounts receivable and an allowance for contractual discount pricing. Credit is extended to customers based on an evaluation of their financial condition, industry reputation, and other factors considered by the Company. The Company generally does not may The Company performs regular on-going credit evaluations of its customers as deemed relevant. As events, trends, and circumstances warrant, the Company estimates the amounts that are more likely than not When accounts are deemed uncollectible, they are often referred to the Company’s outside legal firm for litigation. Accounts deemed uncollectible are written-off in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise has evaluated other circumstances that indicate that the Company should abandon such efforts. Accounts deemed uncollectible are removed from the Company’s accounts receivable portfolio, with a corresponding offset to the allowance for doubtful accounts receivable. The Company may The Company estimates its allowance for contractual discount pricing, by evaluating specific accounts where information indicates the customer is offered contractual pricing and discount allowances. In these arrangements, the Company uses assumptions and judgement, based on the best available facts and circumstances to record a specific allowance for the amounts due from those customers. The allowance is offset by a corresponding reduction to revenue. These specific allowances are re-evaluated, analyzed, and adjusted as additional information becomes available to determine the total amount of the allowance. The Company may Long Term Accounts Receivable, net Long term accounts receivable reflects medical procedures in which the Company's products are sold and used ("Cases") where the patient has obtained a letter of protection, (“LOP”). A LOP is a contract that provides that the medical providers will be paid from any proceeds received from settlement of litigation of the underlying cause of action with respect to the event that necessitated medical goods and services. Once the medical provider receives payment, then the medical provider pays the Company’s invoice, which payment is generally greater than 365 Inventories Inventories are stated at the lower of cost or net realizable value ( first first may not Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets per the following table. Expenditures for additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. The Company reviews long-lived assets for impairment annually or whenever changes in circumstances indicate that the carrying amount of an asset might not Useful Life Category (in years) Computer equipment and software 3 Furniture and fixtures 3 Office equipment 3 Software 3 Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation is removed. A gain is recorded when consideration received is more than the disposed asset’s cost, net of depreciation, and a loss is recorded when consideration received is less than the disposed asset’s cost, net of depreciation. Long-Lived Assets The Company reviews other long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not may not Goodwill and Other Intangible Assets Goodwill is determined based on an acquisition purchase price in excess of the fair value of identified net assets acquired. Intangible assets with lives restricted by contractual, legal, or other means are amortized over their useful lives. Goodwill is not fourth not ASC 350 30 35 18, Intangible assets not not not 510 not June 30, 2023 The Company’s intangible assets subject to amortization consist primarily of acquired non-compete agreements, funds to secure the Company’s Credit and Security Agreement (the “Credit Agreement”) with eCapital Healthcare Corp. f/k/a CNH Finance Fund I, L.P. and customer relationships. Amortization expense is calculated using the straight-line method over the asset’s expected useful life. Revenue Recognition The Company’s revenues are generated from the sales of Orthopedic Implants and Biologics to support orthopedic surgeries. The Company obtains purchase orders from its customers for the sale of its products, which set forth the general terms and conditions including line item pricing and payment terms (generally due upon receipt). The Company recognizes revenue when its customers obtain control over the assets (generally when the title passes upon shipment or when a product is utilized in a surgery), and it is probable that the Company will collect substantially all the amounts due. Individual promised goods are the Company’s only performance obligation. Due to the nature of its products, the Company’s product returns have been historically immaterial. The Company includes shipping and handling fees in net revenues. Shipping and handling costs are associated with outbound freight after control over a product has transferred to a customer and are accounted for as a fulfillment cost and are included in cost of goods sold on the Company’s accompanying interim unaudited condensed consolidated statements of operations. Revenue Differentiation The Company measures sales volume based Cases. The Company considers Cases resulting from direct sales to medical facilities to be retail cases (“Retail Cases”) and Cases resulting from sales to third third not Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Category Retail $ 3,958,067 $ 4,500,975 $ 7,169,117 $ 8,794,731 Wholesale 1,039,145 167,315 1,812,550 427,897 Total $ 4,997,212 $ 4,668,290 $ 8,981,667 $ 9,222,628 Cost of Revenues Cost of revenues consists of (i) cost of goods sold, (ii) freight and shipping costs for items sold to customers, (iii) cost of storage, (iv) inventory shrink, and (v) an estimate for slow-moving inventory, expired inventory, and inventory obsolescence. Income Taxes As a result of the CPM Acquisition, the Company became the sole managing member of CPM and as a result, began consolidating the financial results of CPM. CPM is treated as a disregarded entity for U.S. federal and most applicable state and local income tax purposes. As a disregarded entity, CPM is not The Company uses the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. As of June 30, 2023 June 30, 2022 Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors, and forfeiture rates. 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. For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro-rata compensation expense is adjusted accordingly until such time the non-employee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standard Updates (“ASU”) issued, both effective and not Other recent accounting pronouncements issued by the Financial Accounting Standards Board, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not not |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3. Property and equipment consisted of the following at June 30, 2023 December 31, 2022 June 30, December 31, 2023 2022 Computer equipment and software $ 20,249 $ 20,249 Office equipment - - Property and equipment costs 20,249 20,249 Less: accumulated depreciation (20,249 ) (19,540 ) Property and equipment, net $ - $ 709 Depreciation expense for the three June 30, 2023 2022 six June 30, 2023 2022 |
Note 4 - Goodwill and Intangibl
Note 4 - Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 4. The following table summarizes the Company’s goodwill and other intangible assets: Amortization June 30, December 31, period 2023 2022 (years) Intangible assets: 510(k) product technology $ 704,380 $ 704,380 Indefinite Customer relationships 555,819 555,819 11 CNH Credit Agreement 240,858 240,858 3 Total intangible assets 1,501,057 1,501,057 Less: accumulated amortization (375,508 ) (310,077 ) Intangible assets, net 1,125,549 1,190,980 Goodwill $ 1,972,886 $ 1,972,886 Indefinite Amortization expense for the three June 30, 2023 2022 six June 30, 2023 2022 Company’s intangible assets subject to amortization consist primarily of acquired non-compete agreements, funds to secure the Credit Agreement with eCapital Healthcare Corp. f/k/a CNH Finance Fund I, L.P., and customer relationships. |
Note 5 - Senior Secured Revolvi
Note 5 - Senior Secured Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2023 | |
Revolving Credit Facility [Member] | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 5. On December 14, 2021, January 1, 2025 ( The Company used borrowings under the Facility to repay in full (i) the Amended and Restated Business Loan Agreement, dated December 31, 2017, May 12, 2020, may Borrowings under the Credit Agreement bear interest at a floating rate, which will be at the Prime Rate plus 1.75%. Under the Credit Agreement, certain fees are payable by the Borrowers as set forth in the Credit Agreement. The obligations of the Borrowers with respect to the Credit Agreement are secured by a pledge of substantially all of the personal property assets of the Borrowers, including accounts receivables, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in their respective subsidiaries. The Credit Agreement contains customary affirmative and negative covenants, including limitations on the Company’s and its subsidiaries’ ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay subordinated indebtedness and enter into affiliate transactions. In addition, the Credit Agreement contains financial covenants requiring the Company on a consolidated basis to maintain, as of the last day of each calendar month (i) a current ratio of not 1.0, not 1.0, not not twelve may The Credit Agreement contains customary representations and warranties of the Borrowers. These representations and warranties have been made solely for the benefit of the Lender and such representations and warranties should not may may On March 22, 2023, February 28, 2023, twelve three December 31, 2022 March 31, 2023. The foregoing description does not 10.45 2022 Pursuant to the Credit Agreement, the Company had an outstanding balance of $1,870,912 and $2,240,171 as of June 30, 2023 2022 six June 30, 2023 9.71% June 30, 2023 June 30, 2023. |
Note 6 - Notes Payable - Relate
Note 6 - Notes Payable - Related Parties Current and Long-term | 6 Months Ended |
Jun. 30, 2023 | |
Related Party [Member] | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 6. Related Parties Current and Long-term During July 2016 October 2016, three 143 ten December 31, 2016 eighteen June 30, 2023 On May 6, 2020, 143 two May 6, 2022 not April 13, 2023, two May 6, 2023, May 6, 2024. June 30, 2023 During the six June 30, 2023 2022 June 30, 2023 December 31, 2022 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Accumulated Deficit) | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | Note 7. Equity (Accumulated Deficit) Stock-Based Compensation The 2018 “2018 April 5, 2017, December 13, 2018. 2018 2018 The Company estimates the fair value of stock-based compensation utilizing the Black-Scholes option pricing model. Black-Scholes option pricing is calculated using several variables, including the expected option term, expected volatility of the Company’s stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors, which are subject to ASC Topic 718 may not The Company utilizes the simplified method to estimate the expected life for stock options granted to employees, as the Company does not The Company made an accounting policy election to account for forfeitures when they occur, versus estimating the number of awards that are expected to vest, in accordance with ASU 2016 09. Non-Qualified Stock Option Awards The Board did not three six June 30, 2023 2022 three June 30, 2023 2022 six June 30, 2023 June 30, 2022 A summary of the Company’s stock option activity for the six June 30, 2023 Weighted Weighted Average Average Remaining Aggregate No. of Exercise Contractual Intrinsic Shares Price Term Value Balance outstanding at December 31, 2022 1,745,000 $ 0.86 5.73 $ - Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - Balance outstanding at June 30, 2023 1,745,000 $ 0.86 5.49 $ - Exercisable at June 30, 2023 1,745,000 $ 0.86 5.49 $ - Restricted Common Stock The non-vested restricted stock awards (“RSAs”), as of June 30, 2023 one As of June 30, 2023 2022 not three six June 30, 2023 2022 There were no RSA’s that were granted, exercised, or forfeited during the six June 30, 2023 Number of Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2022 3,574,226 $ 1,482,100 $ 0.41 Granted - - - Vested - - - Forfeited - - - Non-vested, June 30, 2023 3,574,226 $ 1,482,100 $ 0.41 |
Note 8 - Income Taxes
Note 8 - Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 8. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes. The components of income tax expense are as follows: For the For the Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Current: Federal $ - $ - State 12,840 10,027 12,840 10,027 Deferred: Federal - - State - - - - Total income tax expense (benefit) $ 12,840 $ 10,027 Significant components of the Company's deferred income tax assets and liabilities are as follows: June 30, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryover $ 1,693,428 $ 1,632,301 Accounts receivable 42,167 61,005 Compensation 560,735 560,735 Inventory 306,414 369,456 Other 21,916 26,465 Total deferred tax assets 2,624,660 2,649,962 Deferred tax liabilities: Intangibles (181,964 ) (190,817 ) Property and equipment - (149 ) Total deferred tax liabilities (181,964 ) (190,966 ) Deferred tax assets, net $ 2,442,696 $ 2,458,996 Valuation allowance: Beginning of year (2,458,996 ) (2,246,892 ) Increase during the year 16,300 (212,104 ) Ending balance (2,442,696 ) (2,458,996 ) Net deferred tax asset $ - $ - A valuation allowance is established if it is more likely than not not six June 30, 2023 not not June 30, 2023 At June 30, 2023 2023 2038. 382 1986, 382" 382 2013 2014 2016. 382 The Company believes its tax positions will more likely than not not June 30, 2023 three not June 30, 2023 A reconciliation of income tax computed at the U.S. statutory rate to the effective income tax rate is as follows: Six Months Ended June 30, 2023 June 30, 2022 Expected U.S. federal incomes as statutory rate 21.0% 21.0% Gain on Payroll Protection Loan 0.0% 0.0% Permanent differences 0.0% 0.0% State and local income taxes, net of federal benefit 11.2% -1.8% Change in deferred tax asset valuation allowance -18.0% -21.5% Effective tax rate 14.2% -2.3% Our effective income tax rates for the six June 30, 2023 2022 2.3%, |
Note 9 - Concentrations
Note 9 - Concentrations | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | Note 9. Concentration of Revenues, Accounts Receivable and Suppliers For the six June 30, 2023 2022 ten 10% For the Six Months Ended June 30, 2023 June 30, 2022 Customer 1 19.07 % 16.25 % Totals 19.07 % 16.25 % At June 30, 2023 December 31, 2022 one two ten 10% June 30, 2023 December 31, 2022 Customer 1 12.07 % 0.00 % Customer 2 0.00 % 14.67 % Totals 0.00 % 14.67 % For the six June 30, 2023 2022 ten 10% For the Six Months Ended June 30, 2023 June 30, 2022 Supplier 1 19.50 % 28.80 % Supplier 2 14.30 % 13.10 % Supplier 4 7.20 % 20.60 % Supplier 5 9.00 % 11.10 % Totals 50.00 % 73.60 % |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 10. Operations Historically, the Company conducts various related-party transactions with entities that are owned by or affiliated with Mr. Brooks and Mr. Reeg. These transactions are based on commission or wholesale contractual agreements that the Company’s management believes are on terms and conditions substantially similar to other third June 30, 2023 Lease with 1565 For its principal executive office, the Company leases an aggregate of approximately 11,500 square-foot space at 1565 220, 75080 1565 January 1, 2013, July 14, 2017 December 31, 2017, For the six June 30, 2023 2022 AmBio Contract As of January 1, 2023, not The Company engaged AmBio Staffing, LLC (“AmBio”), a Texas licensed Professional Employment Organization, to provide payroll processing, employee benefit administration, and related human capital services effective January 1, 2017. December 31, 2022 As of June 30, 2023 December 31, 2022 six June 30, 2023 June 30, 2022 MedUSA Group, LLC MedUSA Group, LLC (“MedUSA”) is a sub-distributor previously owned and controlled by Messrs. Brooks and Reeg. As of October 1, 2022, October 1, 2022 December 31, 2022 no not not December 31, 2022 June 30, 2023 During the six June 30, 2023 2022 Texas Overlord, LLC Texas Overlord, LLC (“Overlord”) is an investment holding company owned and controlled by Mr. Brooks. During the six June 30, 2023 2022 ● incurred approximately zero and $75,000, respectively, in commission costs, which are reflected in commissions in the Company’s accompanying interim unaudited condensed consolidated statements of operations. Texas Overlord had an ownership position in MedUSA which was sold to an unaffiliated party on October 1, 2022. October 1, 2022 As of June 30, 2023 December 31, 2022 December 31, 2022. NBMJ, Inc. NBMJ, Inc. d/b/a Incare Technology (“NBMJ”) is a durable medical equipment, wound care, and surgical supplies distributor owned and controlled by Mr. Brooks. During the six June 30, 2023 2022 As of June 30, 2023 December 31, 2022 zero Payment terms per the stocking and distribution agreement with NBMJ are 30 June 30, 2023 no Reeg Medical Industries, Inc. Reeg Medical Industries, Inc. (“Reeg Medical”) is an investment holding company owned and controlled by Mr. Reeg. Reeg Medical had an ownership position in MedUSA which was sold to an unaffiliated party on October 1, 2022. October 1, 2022 As of June 30, 2023 December 31, 2022 Bass Bone and Spine Specialists Bass Bone & Spine Specialists (“Bass”) operates as a sub-distributor of surgical implants and is owned and controlled by Mr. Brooks. During the six June 30, 2023 2022 ● sold Orthopedic Implants and Biologics products to Bass in the amounts of approximately zero As of June 30, 2023 December 31, 2022 Sintu, LLC Sintu, LLC (“Sintu”) operates as a sub-distributor of surgical implants and is owned and controlled by Mr. Brooks. During the six June 30, 2023 2022 As of June 30, 2023 December 31, 2022 Modal Manufacturing, LLC Modal Manufacturing, LLC (“Modal”) is a manufacturer of medical devices owned and controlled by Mr. Brooks. During the six June 30, 2023 2022 Payment terms per the stocking and distribution agreement with Modal are 30 June 30, 2023 December 31, 2022 |
Note 11 - Subsequent Event
Note 11 - Subsequent Event | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 11. In preparing these interim unaudited condensed consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through August 14, 2023, The Company’s management concluded there are no |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CPM. Intercompany transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the interim unaudited condensed consolidated financial statements in accordance with GAAP, requires the Company to make estimates and assumptions that affect the Company’s reported amounts in the interim unaudited condensed consolidated financial statements. Actual results could differ from those estimates. Significant estimates on the accompanying interim unaudited condensed consolidated financial statements include the allowance for doubtful accounts, valuation of inventories, the Company’s effective income tax rate, the fair value calculations of stock-based compensation, goodwill, finite lived intangibles and the earn-out (“Earn-Out”) liability. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting In accordance with Accounting Standards Codification (“ASC”) No. 280, Segment Reporting one one |
Error Corrections and Prior Period Adjustments [Policy Text Block] | Correction of an Error Medical instruments were reported in the quarters of 2022 2022 10 three six June 30, 2022 Consolidated Statement of Operations Line items for the three months of Q2-2022 effected by the restatement Previously Reported Revised Change Cost of revenues $ 1,723,642 $ 2,028,497 $ 304,855 Gross Profit 2,944,648 2,639,793 (304,855 ) Depreciation and amortization 109,642 34,404 (75,238 ) Net loss (93,319 ) (322,936 ) (229,617 ) Line items for six months of Q2-2022 effected by the restatement Previously Reported Revised Change Cost of revenues $ 3,348,833 $ 3,771,806 $ 422,973 Gross Profit 5,873,795 5,450,822 (422,973 ) Depreciation and amortization 144,044 68,806 (75,238 ) Net loss (451,600 ) (799,335 ) (347,735 ) Consolidated Statement of Cash Flows Line items for Q2-2022 effected by the restatement Previously Reported Revised Change Net loss $ (451,600 ) $ (799,335 ) $ (347,735 ) Depreciation and amortization 144,044 68,806 (75,238 ) Purchase of property and equipment (422,973 ) - 422,973 |
Earnings Per Share, Policy [Policy Text Block] | Earnings (loss) Per Common Share Earnings (loss) per common share, basic is calculated by dividing the net income/(loss) attributable to common stockholders by the weighted-average number of shares of common stock, par value $0.01 (“Common Stock”), outstanding during the period, without consideration of Common Stock equivalents. Shares of restricted stock are included in the basic weighted-average number of Common Stock outstanding from the time they vest. Diluted earnings (loss) per common share is computed by dividing net income/(loss) by the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding for the period determined using the treasury stock method. For the six June 30, 2023 2022 7, |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: Level 1—Observable Level 2—Observable not Level 3—Unobservable no In connection with the CPM Acquisition, the Company initially recorded a $19,244,543 liability related to the Earn-Out portion of the purchase consideration. The Company has classified the Earn-Out liability as a Level 3 January 1, 2018, December 31, 2034. The fair value of the Earn-Out liability was calculated using the Monte Carlo simulation, which was then applied to estimated Earn-Out payments with a discount rate of three one ten four two four five two four The Earn-Out liability, which represents contingent consideration associated with the CPM Acquisition, is recorded as a liability. This liability is subject to re-measurement to fair value at each reporting date until the contingency is resolved and the changes in fair value are recognized in the consolidated statements of operations at each reporting period. The Earn-Out was remeasured to fair value under the probability weighted income approach. As a result, the fair value of the Earn-Out liability was reduced by $4,108,134 from $11,593,832 to $7,485,698 in 2022 2021 There was no six June 30, 2023 no 3 December 31, 2022 not June 30, 2023 no |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The recorded values of notes payable approximate their respective fair values based upon their effective interest rates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three June 30, 2023 December 31, 2022 one may $250,000 not June 30, 2023 June 30, 2023 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowances Accounts receivable are non-interest bearing and are stated at gross invoice amounts less an allowance for doubtful accounts receivable and an allowance for contractual discount pricing. Credit is extended to customers based on an evaluation of their financial condition, industry reputation, and other factors considered by the Company. The Company generally does not may The Company performs regular on-going credit evaluations of its customers as deemed relevant. As events, trends, and circumstances warrant, the Company estimates the amounts that are more likely than not When accounts are deemed uncollectible, they are often referred to the Company’s outside legal firm for litigation. Accounts deemed uncollectible are written-off in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise has evaluated other circumstances that indicate that the Company should abandon such efforts. Accounts deemed uncollectible are removed from the Company’s accounts receivable portfolio, with a corresponding offset to the allowance for doubtful accounts receivable. The Company may The Company estimates its allowance for contractual discount pricing, by evaluating specific accounts where information indicates the customer is offered contractual pricing and discount allowances. In these arrangements, the Company uses assumptions and judgement, based on the best available facts and circumstances to record a specific allowance for the amounts due from those customers. The allowance is offset by a corresponding reduction to revenue. These specific allowances are re-evaluated, analyzed, and adjusted as additional information becomes available to determine the total amount of the allowance. The Company may |
Accounts Receivable [Policy Text Block] | Long Term Accounts Receivable, net Long term accounts receivable reflects medical procedures in which the Company's products are sold and used ("Cases") where the patient has obtained a letter of protection, (“LOP”). A LOP is a contract that provides that the medical providers will be paid from any proceeds received from settlement of litigation of the underlying cause of action with respect to the event that necessitated medical goods and services. Once the medical provider receives payment, then the medical provider pays the Company’s invoice, which payment is generally greater than 365 |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or net realizable value ( first first may not |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets per the following table. Expenditures for additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. The Company reviews long-lived assets for impairment annually or whenever changes in circumstances indicate that the carrying amount of an asset might not Useful Life Category (in years) Computer equipment and software 3 Furniture and fixtures 3 Office equipment 3 Software 3 Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation is removed. A gain is recorded when consideration received is more than the disposed asset’s cost, net of depreciation, and a loss is recorded when consideration received is less than the disposed asset’s cost, net of depreciation. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews other long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not may not |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Other Intangible Assets Goodwill is determined based on an acquisition purchase price in excess of the fair value of identified net assets acquired. Intangible assets with lives restricted by contractual, legal, or other means are amortized over their useful lives. Goodwill is not fourth not ASC 350 30 35 18, Intangible assets not not not 510 not June 30, 2023 The Company’s intangible assets subject to amortization consist primarily of acquired non-compete agreements, funds to secure the Company’s Credit and Security Agreement (the “Credit Agreement”) with eCapital Healthcare Corp. f/k/a CNH Finance Fund I, L.P. and customer relationships. Amortization expense is calculated using the straight-line method over the asset’s expected useful life. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company’s revenues are generated from the sales of Orthopedic Implants and Biologics to support orthopedic surgeries. The Company obtains purchase orders from its customers for the sale of its products, which set forth the general terms and conditions including line item pricing and payment terms (generally due upon receipt). The Company recognizes revenue when its customers obtain control over the assets (generally when the title passes upon shipment or when a product is utilized in a surgery), and it is probable that the Company will collect substantially all the amounts due. Individual promised goods are the Company’s only performance obligation. Due to the nature of its products, the Company’s product returns have been historically immaterial. The Company includes shipping and handling fees in net revenues. Shipping and handling costs are associated with outbound freight after control over a product has transferred to a customer and are accounted for as a fulfillment cost and are included in cost of goods sold on the Company’s accompanying interim unaudited condensed consolidated statements of operations. Revenue Differentiation The Company measures sales volume based Cases. The Company considers Cases resulting from direct sales to medical facilities to be retail cases (“Retail Cases”) and Cases resulting from sales to third third not Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Category Retail $ 3,958,067 $ 4,500,975 $ 7,169,117 $ 8,794,731 Wholesale 1,039,145 167,315 1,812,550 427,897 Total $ 4,997,212 $ 4,668,290 $ 8,981,667 $ 9,222,628 |
Cost of Goods and Service [Policy Text Block] | Cost of Revenues Cost of revenues consists of (i) cost of goods sold, (ii) freight and shipping costs for items sold to customers, (iii) cost of storage, (iv) inventory shrink, and (v) an estimate for slow-moving inventory, expired inventory, and inventory obsolescence. |
Income Tax, Policy [Policy Text Block] | Income Taxes As a result of the CPM Acquisition, the Company became the sole managing member of CPM and as a result, began consolidating the financial results of CPM. CPM is treated as a disregarded entity for U.S. federal and most applicable state and local income tax purposes. As a disregarded entity, CPM is not The Company uses the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. As of June 30, 2023 June 30, 2022 |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors, and forfeiture rates. 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. For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro-rata compensation expense is adjusted accordingly until such time the non-employee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standard Updates (“ASU”) issued, both effective and not Other recent accounting pronouncements issued by the Financial Accounting Standards Board, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not not |
Note 2 - Significant Accounti_2
Note 2 - Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Line items for the three months of Q2-2022 effected by the restatement Previously Reported Revised Change Cost of revenues $ 1,723,642 $ 2,028,497 $ 304,855 Gross Profit 2,944,648 2,639,793 (304,855 ) Depreciation and amortization 109,642 34,404 (75,238 ) Net loss (93,319 ) (322,936 ) (229,617 ) Line items for six months of Q2-2022 effected by the restatement Previously Reported Revised Change Cost of revenues $ 3,348,833 $ 3,771,806 $ 422,973 Gross Profit 5,873,795 5,450,822 (422,973 ) Depreciation and amortization 144,044 68,806 (75,238 ) Net loss (451,600 ) (799,335 ) (347,735 ) Line items for Q2-2022 effected by the restatement Previously Reported Revised Change Net loss $ (451,600 ) $ (799,335 ) $ (347,735 ) Depreciation and amortization 144,044 68,806 (75,238 ) Purchase of property and equipment (422,973 ) - 422,973 |
Property, Plant and Equipment, Useful Life [Table Text Block] | Useful Life Category (in years) Computer equipment and software 3 Furniture and fixtures 3 Office equipment 3 Software 3 |
Disaggregation of Revenue [Table Text Block] | Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Category Retail $ 3,958,067 $ 4,500,975 $ 7,169,117 $ 8,794,731 Wholesale 1,039,145 167,315 1,812,550 427,897 Total $ 4,997,212 $ 4,668,290 $ 8,981,667 $ 9,222,628 |
Note 3 - Property and Equipme_2
Note 3 - Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | June 30, December 31, 2023 2022 Computer equipment and software $ 20,249 $ 20,249 Office equipment - - Property and equipment costs 20,249 20,249 Less: accumulated depreciation (20,249 ) (19,540 ) Property and equipment, net $ - $ 709 |
Note 4 - Goodwill and Intangi_2
Note 4 - Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Amortization June 30, December 31, period 2023 2022 (years) Intangible assets: 510(k) product technology $ 704,380 $ 704,380 Indefinite Customer relationships 555,819 555,819 11 CNH Credit Agreement 240,858 240,858 3 Total intangible assets 1,501,057 1,501,057 Less: accumulated amortization (375,508 ) (310,077 ) Intangible assets, net 1,125,549 1,190,980 Goodwill $ 1,972,886 $ 1,972,886 Indefinite |
Note 7 - Stockholders' Equity_2
Note 7 - Stockholders' Equity (Accumulated Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Weighted Average Average Remaining Aggregate No. of Exercise Contractual Intrinsic Shares Price Term Value Balance outstanding at December 31, 2022 1,745,000 $ 0.86 5.73 $ - Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - Balance outstanding at June 30, 2023 1,745,000 $ 0.86 5.49 $ - Exercisable at June 30, 2023 1,745,000 $ 0.86 5.49 $ - |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Number of Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2022 3,574,226 $ 1,482,100 $ 0.41 Granted - - - Vested - - - Forfeited - - - Non-vested, June 30, 2023 3,574,226 $ 1,482,100 $ 0.41 |
Note 8 - Income Taxes (Tables)
Note 8 - Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | For the For the Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Current: Federal $ - $ - State 12,840 10,027 12,840 10,027 Deferred: Federal - - State - - - - Total income tax expense (benefit) $ 12,840 $ 10,027 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | June 30, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryover $ 1,693,428 $ 1,632,301 Accounts receivable 42,167 61,005 Compensation 560,735 560,735 Inventory 306,414 369,456 Other 21,916 26,465 Total deferred tax assets 2,624,660 2,649,962 Deferred tax liabilities: Intangibles (181,964 ) (190,817 ) Property and equipment - (149 ) Total deferred tax liabilities (181,964 ) (190,966 ) Deferred tax assets, net $ 2,442,696 $ 2,458,996 Valuation allowance: Beginning of year (2,458,996 ) (2,246,892 ) Increase during the year 16,300 (212,104 ) Ending balance (2,442,696 ) (2,458,996 ) Net deferred tax asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Six Months Ended June 30, 2023 June 30, 2022 Expected U.S. federal incomes as statutory rate 21.0% 21.0% Gain on Payroll Protection Loan 0.0% 0.0% Permanent differences 0.0% 0.0% State and local income taxes, net of federal benefit 11.2% -1.8% Change in deferred tax asset valuation allowance -18.0% -21.5% Effective tax rate 14.2% -2.3% |
Note 9 - Concentrations (Tables
Note 9 - Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | For the Six Months Ended June 30, 2023 June 30, 2022 Customer 1 19.07 % 16.25 % Totals 19.07 % 16.25 % June 30, 2023 December 31, 2022 Customer 1 12.07 % 0.00 % Customer 2 0.00 % 14.67 % Totals 0.00 % 14.67 % For the Six Months Ended June 30, 2023 June 30, 2022 Supplier 1 19.50 % 28.80 % Supplier 2 14.30 % 13.10 % Supplier 4 7.20 % 20.60 % Supplier 5 9.00 % 11.10 % Totals 50.00 % 73.60 % |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details Textual) | Dec. 19, 2016 |
Fuse Medical Inc [Member] | NC 143 and RMI [Member] | |
Investment Owned, Net Assets, Percentage | 61.40% |
Note 2 - Significant Accounti_3
Note 2 - Significant Accounting Policies (Details Textual) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2017 USD ($) | |
Number of Operating Segments | 1 | ||||||
Number of Reportable Segments | 1 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 0 | ||||
Cash, Uninsured Amount | 286,069 | 286,069 | |||||
Liability for Uncertainty in Income Taxes, Noncurrent | 0 | 0 | $ 0 | ||||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | 4,108,134 | $ 342,168 | ||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 7,485,698 | $ 7,485,698 | $ 7,485,698 | $ 11,593,832 | $ 11,936,000 | ||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | Measurement Input, Discount Rate [Member] | |||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 3 | ||||||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | Measurement Input, EBITDA Multiple [Member] | |||||||
Measurement Input, Significant Assumptions, Growth Period | 4 | ||||||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | Measurement Input, EBITDA Multiple [Member] | Minimum [Member] | |||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 1 | ||||||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | Measurement Input, EBITDA Multiple [Member] | Maximum [Member] | |||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 10 | ||||||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | Measurement Input, Revenue Multiple [Member] | Minimum [Member] | |||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 2 | ||||||
Measurement Input, Significant Assumptions, Growth Period | 5 | ||||||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | Measurement Input, Revenue Multiple [Member] | Maximum [Member] | |||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 4 | ||||||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | Measurement Input, Long-Term Revenue Growth Rate [Member] | Minimum [Member] | |||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 2 | ||||||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | Measurement Input, Long-Term Revenue Growth Rate [Member] | Maximum [Member] | |||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 4 | ||||||
Contingent Consideration, Earn-out Liability [Member] | CPM Medical Consultants, LLC [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Business Combination, Contingent Consideration, Liability | $ 19,244,543 | ||||||
Contingent Consideration, Earn-out Liability, Base Amount [Member] | CPM Medical Consultants, LLC [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Business Combination, Contingent Consideration, Liability | 16,000,000 | ||||||
Contingent Consideration, Earn-out Liability, Bonus [Member] | CPM Medical Consultants, LLC [Member] | |||||||
Business Combination, Contingent Consideration, Liability | $ 10,000,000 |
Note 2 - Significant Accounti_4
Note 2 - Significant Accounting Policies - Error Correction (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cost of revenues | $ 1,528,321 | $ 2,696,723 | $ 3,771,806 | |||
Gross Profit | 3,468,891 | 6,284,944 | 5,450,822 | |||
Depreciation and amortization | 32,715 | 66,140 | 68,806 | |||
Net income (loss) | 307,588 | $ (228,361) | $ (322,936) | $ (476,399) | 79,227 | (799,335) |
Net income (loss) | 307,588 | $ (228,361) | (322,936) | $ (476,399) | 79,227 | (799,335) |
Depreciation and amortization | $ 32,715 | 66,140 | 68,806 | |||
Purchase of property and equipment | $ 0 | 0 | ||||
Previously Reported [Member] | ||||||
Cost of revenues | 1,723,642 | 3,348,833 | ||||
Gross Profit | 2,944,648 | 5,873,795 | ||||
Depreciation and amortization | 109,642 | 144,044 | ||||
Net income (loss) | (93,319) | (451,600) | ||||
Net income (loss) | (93,319) | (451,600) | ||||
Depreciation and amortization | 109,642 | 144,044 | ||||
Purchase of property and equipment | (422,973) | |||||
Revised [Member] | ||||||
Cost of revenues | 2,028,497 | 3,771,806 | ||||
Gross Profit | 2,639,793 | 5,450,822 | ||||
Depreciation and amortization | 34,404 | 68,806 | ||||
Net income (loss) | (322,936) | (799,335) | ||||
Net income (loss) | (322,936) | (799,335) | ||||
Depreciation and amortization | 34,404 | 68,806 | ||||
Purchase of property and equipment | 0 | |||||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||||
Cost of revenues | 304,855 | 422,973 | ||||
Gross Profit | (304,855) | (422,973) | ||||
Depreciation and amortization | (75,238) | (75,238) | ||||
Net income (loss) | (229,617) | (347,735) | ||||
Net income (loss) | (229,617) | (347,735) | ||||
Depreciation and amortization | $ (75,238) | (75,238) | ||||
Purchase of property and equipment | $ 422,973 |
Note 2 - Significant Accounti_5
Note 2 - Significant Accounting Policies - Property and Equipment (Details) | Jun. 30, 2023 |
Computer Equipment [Member] | |
Property, Plant and Equipment, Useful Life (Year) | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life (Year) | 3 years |
Office Equipment [Member] | |
Property, Plant and Equipment, Useful Life (Year) | 3 years |
Software and Software Development Costs [Member] | |
Property, Plant and Equipment, Useful Life (Year) | 3 years |
Note 2 - Significant Accounti_6
Note 2 - Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net revenues | $ 4,997,212 | $ 4,668,290 | $ 8,981,667 | $ 9,222,628 |
Sales Channel, Directly to Consumer [Member] | Retail [Member] | ||||
Net revenues | 3,958,067 | 4,500,975 | 7,169,117 | 8,794,731 |
Sales Channel, Through Intermediary [Member] | Wholesale [Member] | ||||
Net revenues | $ 1,039,145 | $ 167,315 | $ 1,812,550 | $ 427,897 |
Note 3 - Property and Equipme_3
Note 3 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Depreciation | $ 0 | $ 1,687 | $ 709 | $ 3,375 |
Note 3 - Property and Equipme_4
Note 3 - Property and Equipment - Property and Equipment (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment, Gross | $ 20,249 | $ 20,249 |
Less: accumulated depreciation | (20,249) | (19,540) |
Property and equipment, net | 0 | 709 |
Computer Equipment [Member] | ||
Property, Plant and Equipment, Gross | 20,249 | 20,249 |
Office Equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 0 |
Note 4 - Goodwill and Intangi_3
Note 4 - Goodwill and Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Amortization of Intangible Assets | $ 32,715 | $ 32,715 | $ 65,431 | $ 65,431 |
Note 4 - Goodwill and Intangi_4
Note 4 - Goodwill and Intangible Assets - Goodwill and Intangible Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Total intangible assets | $ 1,501,057 | $ 1,501,057 |
Less: accumulated amortization | (375,508) | (310,077) |
Intangible assets, net | 1,125,549 | 1,190,980 |
Goodwill | 1,972,886 | 1,972,886 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 555,819 | 555,819 |
Finite-Lived Intangible Assets, Amortization Period (Year) | 11 years | |
CNH Credit Agreement [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 240,858 | 240,858 |
Finite-Lived Intangible Assets, Amortization Period (Year) | 3 years | |
The 510(k) Product Technology [Member] | ||
Indefinite-Lived Intangible Assets, Gross | $ 704,380 | $ 704,380 |
Note 5 - Senior Secured Revol_2
Note 5 - Senior Secured Revolving Credit Facility (Details Textual) - Revolving Credit Facility [Member] - USD ($) | 6 Months Ended | |||
Dec. 14, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Line of Credit, Current | $ 1,870,912 | $ 1,997,135 | ||
eCapital Healthcare Corp. (CNH Finance Fund I, L.P.) [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | |||
Debt Instrument, Covenant, Minimum Liquidity | 175,000 | |||
Line of Credit, Current | 1,870,912 | $ 2,240,171 | ||
Unamortized Debt Issuance Expense | 236,358 | |||
Interest Expense, Debt | 76,999 | |||
Interest Payable, Current | $ 34,087 | |||
eCapital Healthcare Corp. (CNH Finance Fund I, L.P.) [Member] | Minimum [Member] | ||||
Debt Instrument, Covenant, Current Ratio | 1% | |||
Debt Instrument, Covenant, Fixed Charged Coverage Ratio | 1% | |||
eCapital Healthcare Corp. (CNH Finance Fund I, L.P.) [Member] | Maximum [Member] | ||||
Debt Instrument, Covenant, Loan Turnover Rate | 60% | |||
eCapital Healthcare Corp. (CNH Finance Fund I, L.P.) [Member] | Prime Rate [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Note 6 - Notes Payable - Rela_2
Note 6 - Notes Payable - Related Parties Current and Long-term (Details Textual) - USD ($) | 4 Months Ended | 6 Months Ended | |||||
May 06, 2020 | Oct. 31, 2016 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | May 07, 2020 | Jan. 01, 2017 | |
NC 143 and RMI [Member] | |||||||
Interest Expense, Debt | $ 13,640 | $ 13,640 | |||||
NC 143 and RMI [Member] | Accrued Liabilities [Member] | |||||||
Interest Payable, Current | 182,147 | $ 168,507 | |||||
NC 143 and RMI [Member] | Convertible Promissory Note [Member] | |||||||
Debt Instrument, Face Amount | $ 150,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 18% | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.08 | ||||||
Convertible Notes Payable, Current | 150,000 | ||||||
Debt Instrument, Maturity Date | Dec. 31, 2016 | ||||||
NC 143 and RMI [Member] | Unsecured Notes Payable [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | 10% | |||||
Notes Payable, Noncurrent | $ 200,000 | ||||||
Debt Instrument, Maturity Date | May 06, 2022 | ||||||
NC 143 [Member] | Unsecured Notes Payable [Member] | |||||||
Debt Instrument, Face Amount | $ 180,000 | ||||||
RMI [Member] | Unsecured Notes Payable [Member] | |||||||
Debt Instrument, Face Amount | $ 20,000 |
Note 7 - Stockholders' Equity_3
Note 7 - Stockholders' Equity (Accumulated Deficit) (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | |||
Share-Based Payment Arrangement, Noncash Expense | $ 0 | $ 16,946 | ||
Non-qualified Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | 0 | 0 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 0 | $ 0 | ||
Non-qualified Stock Options [Member] | Selling, General and Administrative Expenses [Member] | ||||
Share-Based Payment Arrangement, Noncash Expense | 0 | $ 4,102 | 0 | $ 16,946 |
Restricted Stock [Member] | ||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 0 | $ 0 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 0 |
Note 7 - Stockholders' Equity_4
Note 7 - Stockholders' Equity (Accumulated Deficit) - Stock Option Activity (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Balance, Options (in shares) | shares | 1,745,000 | |
Balance outstanding, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0.86 | |
Balance outstanding, Weighted Average Remaining Contractual Term (Year) | 5 years 5 months 26 days | 5 years 8 months 23 days |
Balance outstanding, Intrinsic Value | $ | $ 0 | $ 0 |
Granted, Options (in shares) | shares | 0 | |
Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 | |
Granted, Intrinsic Value | $ | $ 0 | |
Exercised, Options (in shares) | shares | 0 | |
Exercised, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 | |
Exercised, Intrinsic Value | $ | $ 0 | |
Forfeited, Options (in shares) | shares | 0 | |
Forfeited, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 | |
Forfeited, Intrinsic Value | $ | $ 0 | |
Expired, Options (in shares) | shares | 0 | |
Expired, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 | |
Expired, Intrinsic Value | $ | $ 0 | |
Balance, Options (in shares) | shares | 1,745,000 | 1,745,000 |
Balance outstanding, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0.86 | $ 0.86 |
Exercisable, Options (in shares) | shares | 1,745,000 | |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0.86 | |
Exercisable, Weighted Average Remaining Contractual Term (Year) | 5 years 5 months 26 days | |
Exercisable, Intrinsic Value | $ | $ 0 |
Note 7 - Stockholders' Equity_5
Note 7 - Stockholders' Equity (Accumulated Deficit) - Restricted Stock Activity (Details) - Restricted Stock [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Non-vested, Balance, RSA (in shares) | 3,574,226 | |
Non-vested, Fair Value | $ 1,482,100 | $ 1,482,100 |
Non-vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.41 | $ 0.41 |
Granted, RSA (in shares) | 0 | |
Granted, Fair Value | $ 0 | |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0 | |
Vested, RSA (in shares) | 0 | |
Vested, Fair Value | $ 0 | |
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0 | |
Forfeited, RSA (in shares) | 0 | |
Forfeited, Fair Value | $ 0 | |
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0 | |
Non-vested, Balance, RSA (in shares) | 3,574,226 |
Note 8 - Income Taxes (Details
Note 8 - Income Taxes (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (16,300) | $ 212,104 | ||
Deferred Tax Assets, Valuation Allowance | 2,442,696 | $ 2,458,996 | $ 2,246,892 | |
Operating Loss Carryforwards | 8,408,200 | |||
Operating Loss Carryforwards, Excluded from Future Use | 2,963,968 | |||
Unrecognized Tax Benefits | $ 0 | |||
Effective Income Tax Rate Reconciliation, Percent | 14.20% | (2.30%) | ||
Expiration, 2023 Through 2038 [Member] | ||||
Operating Loss Carryforwards | $ 2,952,468 |
Note 8 - Income Taxes - Compone
Note 8 - Income Taxes - Components of Income Tax Expense (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 12,840 | 10,027 |
Current Total | 12,840 | 10,027 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total income tax expense (benefit) | $ 12,840 | $ 10,027 |
Note 8 - Income Taxes - Deferre
Note 8 - Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Deferred tax assets: | ||
Net operating loss carryover | $ 1,693,428 | $ 1,632,301 |
Accounts receivable | 42,167 | 61,005 |
Compensation | 560,735 | 560,735 |
Inventory | 306,414 | 369,456 |
Other | 21,916 | 26,465 |
Total deferred tax assets | 2,624,660 | 2,649,962 |
Deferred tax liabilities: | ||
Intangibles | (181,964) | (190,817) |
Property and equipment | 0 | (149) |
Total deferred tax liabilities | (181,964) | (190,966) |
Deferred tax assets, net | 2,442,696 | 2,458,996 |
Beginning of year | (2,458,996) | (2,246,892) |
Increase during the year | 16,300 | (212,104) |
Ending balance | (2,442,696) | (2,458,996) |
Net deferred tax asset | $ 0 | $ 0 |
Note 8 - Income Taxes - Reconci
Note 8 - Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Expected U.S. federal incomes as statutory rate | 21% | 21% |
Gain on Payroll Protection Loan | 0% | 0% |
Permanent differences | 0% | 0% |
State and local income taxes, net of federal benefit | 11.20% | (1.80%) |
Change in deferred tax asset valuation allowance | 18% | 21.50% |
Effective tax rate | 14.20% | (2.30%) |
Note 9 - Concentrations (Detail
Note 9 - Concentrations (Details Textual) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Number of Customers | 1 | 2 |
Note 9 - Concentrations - Conce
Note 9 - Concentrations - Concentration of Revenues, Accounts Receivable and Suppliers (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Concentration Risk, Percentage | 12.07% | 0% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Concentration Risk, Percentage | 0% | 14.67% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Significant Customers [Member] | |||
Concentration Risk, Percentage | 0% | 14.67% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Concentration Risk, Percentage | 19.07% | 16.25% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Significant Customers [Member] | |||
Concentration Risk, Percentage | 19.07% | 16.25% | |
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier One [Member] | |||
Concentration Risk, Percentage | 19.50% | 28.80% | |
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier Two [Member] | |||
Concentration Risk, Percentage | 14.30% | 13.10% | |
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier Four [Member] | |||
Concentration Risk, Percentage | 7.20% | 20.60% | |
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier Five [Member] | |||
Concentration Risk, Percentage | 9% | 11.10% | |
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Significant Suppliers [Member] | |||
Concentration Risk, Percentage | 50% | 73.60% |
Note 10 - Related Party Trans_2
Note 10 - Related Party Transactions (Details Textual) | 6 Months Ended | ||
Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Accounts Payable, Current | $ 4,238,209 | $ 5,700,236 | |
Inventory, Net | 9,026,923 | $ 9,494,506 | |
Management [Member] | |||
Employee-related Liabilities, Current | $ 131,425 | ||
1565North Central Expressway, LP (NCE, LP) [Member] | Office Building [Member] | |||
Area of Real Estate Property (Square Foot) | ft² | 11,500 | ||
Operating Lease, Expense | $ 84,000 | $ 84,000 | |
AmBio [Member] | |||
Number of Full Time Equivalents (FTE) | 35 | ||
Accounts Payable, Current | 23,086 | $ 173,893 | |
AmBio [Member] | Selling, General and Administrative Expenses [Member] | |||
Payment for Administrative Fees | 0 | 97,546 | |
AmBio [Member] | FTE, Direct Company Support [Member] | |||
Number of Full Time Equivalents (FTE) | 32 | ||
AmBio [Member] | FTE, Support Other Companies' Operations [Member] | |||
Number of Full Time Equivalents (FTE) | 2 | ||
AmBio [Member] | FTE, Shared Between Companies [Member] | |||
Number of Full Time Equivalents (FTE) | 1 | ||
MedUSA Group, LLC [Member] | Commissions [Member] | |||
Related Party Transaction, Amounts of Transaction | 0 | 1,698,152 | |
Texas Overlord, LLC [Member] | Accrued Liabilities [Member] | |||
Accrued Sales Commission | 1,055,966 | $ 1,050,966 | |
Texas Overlord, LLC [Member] | Commissions [Member] | |||
Related Party Transaction, Amounts of Transaction | 0 | 75,000 | |
NBMJ [Member] | Biologics Products [Member] | |||
Revenues | 5,200 | 350 | |
Accounts Receivable, after Allowance for Credit Loss | 1,040 | 0 | |
NBMJ [Member] | Biologics Products [Member] | Financial Asset, Past Due [Member] | |||
Accounts Receivable, after Allowance for Credit Loss | 0 | ||
Reeg Medical Industries, Inc [Member] | Accrued Liabilities [Member] | |||
Accrued Sales Commission | 355,540 | 355,540 | |
Bass Bone and Spine Specialists [Member] | Orthopedic Implants and Biologics Products [Member] | |||
Revenues | 0 | 19,985 | |
Accounts Receivable, after Allowance for Credit Loss | 0 | 0 | |
Sintu, LLC [Member] | Accrued Liabilities [Member] | |||
Accrued Sales Commission | 771,617 | 662,157 | |
Sintu, LLC [Member] | Commissions [Member] | |||
Related Party Transaction, Amounts of Transaction | 14,055 | 253,969 | |
Modal Manufacturing, LLC [Member] | |||
Inventory, Net | 90,041 | $ 343,713 | |
Accounts Payable | $ 1,199,936 | $ 1,169,896 |