Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 30, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Quarterly Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-39678 | |||
Entity Registrant Name | SANARA MEDTECH INC. | |||
Entity Central Index Key | 0000714256 | |||
Entity Tax Identification Number | 59-2219994 | |||
Entity Incorporation, State or Country Code | TX | |||
Entity Address, Address Line One | 1200 Summit Ave | |||
Entity Address, Address Line Two | Suite 414 | |||
Entity Address, City or Town | Fort Worth | |||
Entity Address, State or Province | TX | |||
Entity Address, Postal Zip Code | 76102 | |||
City Area Code | (817) | |||
Local Phone Number | 529-2300 | |||
Title of 12(b) Security | Common Stock, $0.001 par value | |||
Trading Symbol | SMTI | |||
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 | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 113,199,429 | |||
Entity Common Stock, Shares Outstanding | 7,813,738 | |||
Documents Incorporated by Reference | The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated by reference to the registrant’s Definitive Proxy Statement on Schedule 14A relating to the 2022 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates. | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Firm ID | 410 | 206 | ||
Auditor Name | Weaver and Tidwell, L.L.P | MaloneBailey, LLP | ||
Auditor Location | Austin, Texas | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 18,652,841 | $ 455,366 |
Accounts receivable, net of allowances of $99,278 and $100,189 | 2,861,014 | 2,217,533 |
Accounts receivable - related party | 79,787 | |
Royalty receivable | 49,344 | 49,344 |
Inventory, net of allowance for obsolescence of $333,850 and $276,603 | 2,048,191 | 1,148,253 |
Prepaid and other assets | 917,318 | 611,817 |
Total current assets | 24,608,495 | 4,482,313 |
Long-term assets | ||
Property and equipment, net of accumulated depreciation of $342,574 and $124,691 | 1,629,845 | 678,589 |
Right of use assets – operating leases | 412,770 | 467,653 |
Intangible assets, net of accumulated amortization of $1,203,512 and $827,108 | 4,727,970 | 3,097,666 |
Investment in equity securities | 5,017,351 | 1,100,000 |
Total long-term assets | 11,787,936 | 5,343,908 |
Total assets | 36,396,431 | 9,826,221 |
Current liabilities | ||
Accounts payable | 438,154 | 271,251 |
Accounts payable – related parties | 155,817 | 223,589 |
Accrued royalties and expenses | 706,196 | 502,191 |
Accrued bonus and commissions | 4,518,817 | 2,417,277 |
Operating lease liability - current | 203,292 | 125,587 |
Total current liabilities | 6,022,276 | 3,539,895 |
Long-term liabilities | ||
Operating lease liability – long term | 222,151 | 355,797 |
Other long-term liabilities | 90,293 | |
Total long-term liabilities | 222,151 | 446,090 |
Total liabilities | 6,244,427 | 3,985,985 |
Commitments and contingencies (Note 6) | ||
Shareholders’ equity | ||
Common Stock: $0.001 par value, 20,000,000 shares authorized; 7,676,662 issued and outstanding as of December 31, 2021 and 6,297,008 issued and outstanding as of December 31, 2020 | 7,677 | 6,297 |
Additional paid-in capital | 45,867,768 | 13,176,576 |
Accumulated deficit | (15,235,044) | (7,032,242) |
Total Sanara MedTech shareholders’ equity | 30,640,401 | 6,150,631 |
Equity (deficit) attributable to noncontrolling interest | (488,397) | (310,395) |
Total shareholders’ equity | 30,152,004 | 5,840,236 |
Total liabilities and shareholders’ equity | $ 36,396,431 | $ 9,826,221 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for bad debt, accounts receivable | $ 99,278 | $ 100,189 |
Allowance for obsolescence, inventory | 333,850 | 276,603 |
Property plant and equipment accumulated amortization | 342,574 | 124,691 |
Intangible asset accumulated amortization | $ 1,203,512 | $ 827,108 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,676,662 | 6,297,008 |
Common stock, shares outstanding | 7,676,662 | 6,297,008 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net Revenue | $ 24,143,919 | $ 15,586,976 |
Cost of goods sold | 2,311,221 | 1,616,625 |
Gross profit | 21,832,698 | 13,970,351 |
Operating expenses | ||
Selling, general and administrative expenses | 28,053,176 | 18,673,404 |
Research and development | 558,704 | 40,190 |
Depreciation and amortization | 596,975 | 291,370 |
Total operating expenses | 29,208,855 | 19,004,964 |
Operating loss | (7,376,157) | (5,034,613) |
Other income / (expense) | ||
Other income | 14,822 | |
Interest expense | (711) | (11,528) |
Share of losses from equity method investment | (616,927) | |
Debt forgiveness | 586,174 | |
Total other income / (expense) | (617,638) | 589,468 |
Net loss | (7,993,795) | (4,445,145) |
Less: Net loss attributable to noncontrolling interest | (71,881) | (88,705) |
Net loss attributable to Sanara MedTech common shareholders | $ (7,921,914) | $ (4,356,440) |
Net loss per share of common stock, basic and diluted | $ (1.08) | $ (0.76) |
Weighted average number of common shares outstanding, basic and diluted | 7,341,580 | 5,734,537 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Preferred Stock [Member]Series F Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 11,368,150 | $ 3,571 | $ (2,081,829) | $ (2,675,802) | $ (221,690) | $ 6,392,400 |
Beginning balance, shares at Dec. 31, 2019 | 1,136,815 | 3,571,001 | ||||
Conversion of Preferred Shares to Common Stock | $ (11,368,150) | $ 2,274 | 11,365,876 | |||
Conversion of Preferred Shares to Common Stock, shares | (1,136,815) | 2,273,630 | ||||
Conversion of Promissory Note to Common Stock | $ 179 | 1,611,732 | 1,611,911 | |||
Conversion of Promissory Note to Common Stock, shares | 179,101 | |||||
Issuance of Common Stock for intangible asset | $ 60 | 749,940 | 750,000 | |||
Issuance of Common Stock for intangible asset, shares | 60,000 | |||||
Employee stock purchase program | $ 4 | 39,326 | 39,330 | |||
Employee stock purchase program, shares | 3,735 | |||||
Share-based compensation | $ 209 | 1,491,531 | 1,491,740 | |||
Share-based compensation, shares | 209,541 | |||||
Net loss | (4,356,440) | (88,705) | (4,445,145) | |||
Ending balance, value at Dec. 31, 2020 | $ 6,297 | 13,176,576 | (7,032,242) | (310,395) | 5,840,236 | |
Ending balance, shares at Dec. 31, 2020 | 6,297,008 | |||||
Issuance of common stock for asset acquisitions | $ 65 | 2,334,179 | 2,334,244 | |||
Issuance of common stock for asset acquisitions, shares | 64,739 | |||||
Issuance of common stock in equity offering | $ 1,265 | 28,937,992 | 28,939,257 | |||
Issuance of common stock in equity offering, shares | 1,265,000 | |||||
Net settlement and retirement of equity-based awards | $ (10) | (161,627) | (280,888) | (442,525) | ||
Net settlement and retirement of equity-based awards, shares | (10,018) | |||||
Distribution to noncontrolling interest member | (200,000) | (200,000) | ||||
Capital contribution of noncontrolling interest member | 93,879 | 93,879 | ||||
Share-based compensation | $ 60 | 1,580,648 | 1,580,708 | |||
Share-based compensation, shares | 59,933 | |||||
Net loss | (7,921,914) | (71,881) | (7,993,795) | |||
Ending balance, value at Dec. 31, 2021 | $ 7,677 | $ 45,867,768 | $ (15,235,044) | $ (488,397) | $ 30,152,004 | |
Ending balance, shares at Dec. 31, 2021 | 7,676,662 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (7,993,795) | $ (4,445,145) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 596,975 | 291,370 |
Interest expense on convertible debt | 8,354 | |
Interest expense on PPP loan | 3,174 | |
Loss on disposal of asset | 41 | 2,897 |
Bad debt expense | 51,536 | 30,000 |
Inventory obsolescence | 251,826 | 318,076 |
Share-based compensation | 2,668,892 | 1,402,897 |
Noncash lease expense | 174,955 | 117,598 |
Loss on equity method investment | 616,927 | |
Debt forgiveness, including interest | (586,174) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (695,018) | (961,462) |
Accounts receivable - related party | (79,787) | |
Inventory | (1,151,764) | (719,810) |
Prepaid and other assets | (305,501) | (449,915) |
Accounts payable | 166,903 | (66,253) |
Accounts payable - related parties | (67,772) | 154,921 |
Accrued royalties and expenses | 204,005 | (25,870) |
Accrued bonus and commissions | 747,051 | 890,824 |
Net cash used in operating activities | (4,814,526) | (4,034,518) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (171,867) | (544,374) |
Purchase of intangible assets | (578,586) | (1,100,000) |
Investment in equity securities | (4,534,278) | (1,100,000) |
Net cash used in investing activities | (5,284,731) | (2,744,374) |
Cash flows from financing activities: | ||
Draw on line of credit | 800,000 | |
Pay off line of credit | (800,000) | |
Proceeds from PPP Loan | 583,000 | |
Public offering net proceeds | 28,939,257 | |
Net settlement of equity-based awards | (442,525) | |
Common stock issued for Employee Stock Purchase Plan | 39,330 | |
Distribution to noncontrolling interest member | (200,000) | |
Net cash provided by financing activities | 28,296,732 | 622,330 |
Net increase (decrease) in cash | 18,197,475 | (6,156,562) |
Cash, beginning of period | 455,366 | 6,611,928 |
Cash, end of period | 18,652,841 | 455,366 |
Cash paid during the period for: | ||
Interest | 711 | |
Income taxes | ||
Supplemental noncash investing and financing activities: | ||
Common stock issued for conversion of Series F Preferred Stock | 11,368,150 | |
Common stock issued for conversion of related party debt and interest | 1,611,911 | |
Common stock issued for asset acquisitions | 2,334,244 | 750,000 |
License agreement as capital contribution from noncontrolling interest member | $ 93,879 |
NATURE OF BUSINESS AND BACKGROU
NATURE OF BUSINESS AND BACKGROUND | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BACKGROUND | NOTE 1 – NATURE OF BUSINESS AND BACKGROUND Sanara MedTech Inc. (“we”, “our”, the “Company”) is a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical and chronic wound and skin care markets. The Company’s portfolio of products and services allows the Company to deliver comprehensive wound and skin care solutions for patients in all care settings, including acute (hospitals and long-term acute care hospitals) and post-acute (wound care clinics, physician offices, skilled nursing facilities (“SNFs”), home health, hospice, and retail). Each of the Company’s products, services, and technologies contributes to its overall goal of achieving better clinical outcomes at a lower overall cost for patients regardless of where they receive care. The Company strives to be one of the most innovative and comprehensive providers of effective wound and skin care products and technologies and are continually seeking to expand our offerings for patients requiring wound and skin care treatments across the entire continuum of care in the United States. Impact of the COVID-19 Pandemic Beginning in March 2020, many states issued orders suspending elective surgeries in order to free-up hospital resources to treat COVID-19 patients. This resulted in a reduction in demand for the Company’s surgical products beginning in the second half of March 2020. Additionally, most states limited access to SNFs to only resident caregivers, which impeded the Company’s ability to provide education and product training to the clinicians who use its products in these facilities. These restrictions resulted in an overall decline in sales for the second quarter of 2020. During the second half of 2020 and the first quarter of 2021, the Company saw a strong rebound in product sales as restrictions on elective surgeries eased in its primary markets in Texas, Florida, and the southeastern United States. During the second half of 2021, the United States experienced a surge of COVID-19 cases as the Delta and Omicron variants of the virus impacted much of the country and negatively impacted the Company’s sales in Texas, the northeastern United States, and other markets. The duration and effects of the pandemic remain uncertain; however, management believes that elective surgical procedures will continue to be performed with the exception of certain geographic hotspots. Additionally, management believes that the majority of surgical procedures impacted by COVID-19 and its variants will ultimately be performed. The Company will continue to closely monitor the pandemic in order to ensure the safety of its people and its ability to serve its customers and patients. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sanara MedTech Inc., its wholly owned and majority-owned subsidiaries, as well as other entities in which the Company has a controlling financial interest. All significant intercompany profits, losses, transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. The extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business, financial condition, and results of operations is highly uncertain and subject to change. The Company considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and determined there was not a material impact on its estimates and assumptions used in preparing its consolidated financial statements as of and for the year ended December 31, 2021. However, actual results could differ from those estimates and there may be changes to the Company’s estimates in future periods. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Income / Loss Per Share The Company computes income per share in accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share, which requires the Company to present basic and dilutive income per share when the effect is dilutive. Basic income per share is computed by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive. All convertible instruments were excluded from the current and prior period calculations as their inclusion would have been anti-dilutive during the years ended December 31, 2021 and 2020 due to the Company’s net loss. The calculation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020 are as follows: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE December 31, 2021 2020 Numerator for basic and diluted net loss per share: Net loss attributable to Sanara MedTech common shareholders $ (7,921,914 ) $ (4,356,440 ) Denominator for basic and diluted net loss per share: Weighted average shares used to compute diluted net loss per share 7,341,580 5,734,537 Basic and diluted net loss per share attributable to common shareholders $ (1.08 ) $ (0.76 ) The following table summarizes the shares of common stock that were potentially issuable but were excluded from the computation of diluted net loss per share for the years ended December 31, 2021 and 2020 as such shares would have had an anti-dilutive effect: SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE As of December 31, 2021 2020 Stock options 11,500 11,500 Unvested restricted stock 161,450 170,178 Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which the Company adopted on January 1, 2018 using the modified retrospective method. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation Details of this five-step process are as follows: Identification of the contract with a customer Customer purchase orders are generally considered to be contracts under ASC 606. Purchase orders typically identify specific terms of products to be delivered, create the enforceable rights and obligations of both parties, and result in commercial substance. No other forms of contract revenue recognition, such as the completed contract or percentage of completion methods, were utilized by the Company in either 2020 or 2021. Performance obligations The Company’s performance obligation is generally limited to delivery of the requested items to its customers at the agreed upon quantities and prices. Determination and allocation of the transaction price The Company has established prices for its products. These prices are effectively agreed to when customers place purchase orders with the Company. Rebates and discounts, if any, are recognized in full at the time of sale as a reduction of net revenue. Allocation of transaction prices is not necessary where one performance obligation exists. Recognition of revenue as performance obligations are satisfied Product revenues are recognized when the products are delivered, and control of the goods and services passes to the customer. Disaggregation of Revenue Revenue streams from product sales and royalties are summarized below for the years ended December 31, 2021 and 2020. All revenue was generated in the United States; therefore, no geographical disaggregation was necessary. SCHEDULE OF REVENUE FROM PRODUCT SALES AND ROYALTIES For the Year Ended December 31, 2021 2020 Product sales revenue $ 23,942,919 $ 15,385,976 Royalty revenue 201,000 201,000 Total Revenue $ 24,143,919 $ 15,586,976 The Company recognizes royalty revenue from a development and licensing agreement between BioStructures, LLC and the Company. The Company records revenue each calendar quarter as earned per the terms of the agreement which stipulates the Company will receive quarterly royalty payments of at least $ 50,250 2.0 201,000 50,250 50,250 Contract Assets and Liabilities The Company does not have any contract assets or contract liabilities. Accounts Receivable Allowances The Company establishes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectible accounts. The Company recorded bad debt expense of $ 51,536 30,000 64,899 64,989 34,379 35,200 Inventories Inventories are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Inventories consist of finished goods and related packaging components. The Company recorded inventory obsolescence expense of $ 251,826 318,076 333,850 276,603 Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, ranging from three to ten years. Below is a summary of property and equipment for the periods presented: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, 2021 2020 Computers $ 104,568 $ 87,252 Office equipment 21,731 22,597 Furniture and fixtures 221,565 205,871 Leasehold improvements 2,030 2,030 Internal use software 1,622,525 485,530 Property and equipment, gross 1,972,419 803,280 Less accumulated depreciation (342,574 ) (124,691 ) Property and equipment, net $ 1,629,845 $ 678,589 Depreciation expense related to property and equipment was $ 220,571 for the year ended December 31, 2021, and $ 67,842 for the year ended December 31, 2020. The Company considered the impact the COVID-19 pandemic may have had on the carrying value of its property and equipment and determined that no impairment loss had occurred as of December 31, 2021. The Company will continue to assess the COVID-19 pandemic’s impact on its business including any indicators of impairment of property and equipment. Internal Use Software The Company accounts for costs incurred to develop computer software for internal use in accordance with ASC 350-40. The Company capitalizes the costs incurred during the application development stage, which generally includes third-party developer fees to design the software configuration and interfaces, coding, installation, and testing. The Company begins capitalization of qualifying costs when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. Costs incurred during the preliminary project stage along with post implementation stages of internal-use computer software are expensed as incurred. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized development costs are classified as property and equipment, net in the consolidated balance sheets and are amortized over the estimated useful life of the software, which is generally five to seven years. Intangible Assets Intangible Assets are stated at cost of acquisition less accumulated amortization and impairment loss, if any. Cost of acquisition includes purchase price and any cost directly attributable to bringing the asset to its working condition for the intended use. The Company amortizes its intangible assets on a straight-line basis over the useful life of the respective assets which is generally the life of the related patents (if applicable). See Note 4 Impairment of Long-Lived Assets Long-lived assets, including certain identifiable intangibles held and to be used by the Company, are reviewed for impairment whenever events or changes in circumstances, including the COVID-19 pandemic, indicate that the carrying amount of such assets may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows and the estimated liquidation value of such long-lived assets and provides for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the long-lived assets. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, undiscounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. No impairment was recorded during the years ended December 31, 2021 and 2020. Investments in Equity Securities The Company’s equity investments consist of non-marketable equity securities in privately held companies without readily determinable fair values. Unless accounted for under the equity method of accounting, the investments are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “Share of losses from equity method investment” in the consolidated statements of operations. The Company’s equity method investments are adjusted each quarter for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the consolidated statements of cash flows. The Company has reviewed the carrying value of its investments and has determined there was no impairment or observable price changes as of December 31, 2021. Fair Value Measurement As defined in ASC Topic 820, Fair Value Measurement (“ASC 820”), fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Income Taxes Income taxes are accounted for under the asset and liability method, whereby deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. Advertising Expense In accordance with ASC Topic No. 720-35-25-1, the Company recognizes advertising expenses the first time the advertising takes place. Such costs are expensed immediately if such advertising is not expected to occur. Share-based Compensation The Company accounts for stock-based compensation to employees and nonemployees in accordance with Accounting Standards Update (“ASU”) 2018-07 Topic 718. Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the stipulated vesting period (if any). The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants, and the closing price of the Company’s common stock for common stock issuances including restricted stock grants. Research and Development Costs Research and development (“R&D”) expenses consist of personnel-related expenses, including salaries and benefits for all personnel directly engaged in R&D activities, contracted services, materials, prototype expenses and allocated overhead which is comprised of lease expense and other facilities related costs. R&D expenses include costs related to enhancements to the Company’s currently available products, and additional investments in the product and platform development pipeline. The Company expenses R&D costs as incurred. Recently Adopted Accounting Pronouncements There were no new material accounting standards adopted in 2021 fiscal year. Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on the Company’s financial statements as well as material updates to previous assessments, if any, from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. There were no new material accounting standards issued in fiscal 2021 that impacted the Company. |
ROCHAL ASSET ACQUISITION
ROCHAL ASSET ACQUISITION | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ROCHAL ASSET ACQUISITION | NOTE 3 – ROCHAL ASSET ACQUISITION On July 14, 2021, the Company entered into an asset purchase agreement with Rochal, effective July 1, 2021, pursuant to which the Company purchased certain assets of Rochal, including, among others, certain of Rochal’s intellectual property, furniture and equipment, supplies, rights and claims, other than certain excluded assets, all as more specifically set forth in the asset purchase agreement, and assume certain liabilities upon the terms and subject to the conditions set forth in the asset purchase agreement. In exchange for the acquired assets, the Company paid Rochal (i) $ 496,100 14,369 584,244 SCHEDULE OF TOTAL PURCHASE PRICE Description Amount Net cash consideration $ 496,100 Equity consideration (fair value) 584,244 Net liabilities assumed 3,900 Transaction costs 78,586 Total purchase consideration $ 1,162,830 Prior to the transaction, the Company entered into product license agreements with Rochal, pursuant to which the Company acquired exclusive world-wide licenses to market, sell and further develop certain antimicrobial barrier film and skin protectant products, antimicrobial products for the prevention and treatment of microbes on the human body utilizing certain of Rochal’s patents and a debrider for human medical use to enhance skin condition or treat or relieve skin disorders. Pursuant to the asset purchase agreement, each of the foregoing licenses were retained by Rochal and were excluded from the purchased assets. Pursuant to the asset purchase agreement, for the three-year period after the effective date, Rochal is entitled to receive consideration for any new product relating to the business that is directly and primarily based on an invention conceived and reduced to practice by a member or members of Rochal’s science team. For the three-year period after the effective date, Rochal is also entitled to receive an amount in cash equal to twenty-five percent of the proceeds actually received for any Grant (as defined in the asset purchase agreement) by either the Company or Rochal. In addition, the Company agreed to use commercially reasonable efforts to perform Minimum Development Efforts (as defined in the asset purchase agreement) with respect to certain products under development, which if obtained, will entitle the Company to intellectual property rights from Rochal in respect of such products. In connection with the asset purchase agreement, the Company hired certain employees of Rochal on an “at will” basis, with the terms of such employment being consistent with the Company’s current employment agreements. Concurrent with the asset purchase, on July 14, 2021, the Company entered into a consulting agreement with Ann Beal Salamone pursuant to which Ms. Salamone agreed to provide the Company with consulting services with respect to, among other things, writing new patents, conducting patent intelligence, and participating in certain grant and contract reporting. In consideration for the consulting services to be provided to the Company, Ms. Salamone is entitled to receive an annual consulting fee of $ 177,697 Based on guidance provided by ASC Topic 805, Business Combinations, the Company has recorded the Rochal asset purchase as an asset acquisition due to the determination that substantially all of the fair value of the assets acquired was concentrated in a group of similar identifiable assets. The Company believes the “substantially all” criterion was met with respect to the acquired intellectual property (i.e., patents, patent applications, and patent applications to be written) based on the Company’s internal valuation models. These models assigned value to the acquired intellectual property based on estimated future cash flows over the life of the respective patents and patent applications. Accordingly, the Company accounted for the acquisition of the purchased net assets as an asset acquisition. The purchase consideration, plus transaction costs, was allocated to the individual assets according to their fair values as a percentage of the total fair value of the assets purchased, with no goodwill recognized. Based on the Company’s internal valuation performed, the total fair value of the net assets acquired was attributable to the intellectual property (i.e., patents) and assembled workforce. Due to the de minimis estimated fair value of furniture and equipment acquired, the Company did not allocate any amounts to such assets. The total purchase consideration was allocated based on the relative estimated fair value of such assets as follows: SCHEDULE OF TOTAL PURCHASE CONSIDERATION FAIR VALUE OF SUCH ASSETS Description Amount Percent of Total Patents and Intellectual Property $ 1,099,801 94.6 % Assembled Workforce 63,029 5.4 % Total purchase consideration $ 1,162,830 100.0 % |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 – INTANGIBLE ASSETS The carrying values of the Company’s finite-lived intangible assets were as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Accumulated Accumulated Cost Amortization Net Cost Amortization Net Product Licenses $ 4,193,879 $ (586,541 ) $ 3,607,338 $ 3,350,000 $ (264,909 ) $ 3,085,091 Patents and Other IP 1,610,111 (551,285 ) 1,058,826 510,310 (510,310 ) - Software and Other 127,492 (65,686 ) 61,806 64,464 (51,889 ) 12,575 Total $ 5,931,482 $ (1,203,512 ) $ 4,727,970 $ 3,924,774 $ (827,108 ) $ 3,097,666 In March 2021, the Company issued 20,834 750,000 As of December 31, 2021, the weighted-average amortization period for all intangible assets was 12.7 years. Amortization expense related to intangible assets was $ 376,404 for the year ended December 31, 2021 and $ 223,528 for the year ended December 31, 2020. The estimated remaining amortization expense as of December 31, 2021 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE 2022 $ 437,678 2023 432,598 2024 432,598 2025 432,598 2026 432,598 Thereafter 2,559,900 Total $ 4,727,970 The Company has reviewed the carrying value of intangible assets due to the events and circumstances surrounding the COVID-19 pandemic. The Company does not believe the impact of COVID-19 or other matters have created an impairment loss on the Company’s intangible assets as of December 31, 2021. Accordingly, there was no impairment loss recognized on the Company’s intangible assets during the years ended December 31, 2021 or 2020. |
CUSTOMERS AND SUPPLIERS
CUSTOMERS AND SUPPLIERS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CUSTOMERS AND SUPPLIERS | NOTE 5 – CUSTOMERS AND SUPPLIERS The Company had no customers in 2021 that accounted for at least 10% of the Company’s annual sales and one customer whose accounts receivable balance exceeded 10 The Company’s principal revenue producing products are purchased from one manufacturer. If this supplier became unable to provide finished goods inventory in a timely manner, the Company’s business, operating results, and financial condition could be materially adversely affected. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES License Agreements and Royalties CellerateRX Activated Collagen On August 27, 2018, the Company entered into an exclusive, world-wide sublicense agreement with CGI Cellerate RX to distribute CellerateRX Surgical and HYCOL products into the wound care and surgical markets. The Company pays royalties of 3-5% of annual collected net sales of CellerateRX Surgical and HYCOL. As amended, the term of the sublicense extends through May 2050, with automatic year-to-year renewal terms thereafter so long as the Company’s Net Sales (as defined in the sublicense agreement) each year are equal to or in excess of $1,000,000. If the Company’s Net Sales fall below $1,000,000 for any year after the initial expiration date, CGI Cellerate RX will have the right to terminate the sublicense agreement upon written notice 400,000 For the years ended December 31, 2021 and 2020, royalty expense recognized under the terms of this agreement totaled $ 856,755 479,809 BIAKŌS Antimicrobial Wound Gel and BIAKŌS Antimicrobial Skin and Wound Cleanser On July 7, 2019, the Company executed a license agreement with Rochal, a related party, whereby the Company acquired an exclusive world-wide license to market, sell and further develop antimicrobial products for the prevention and treatment of microbes on the human body utilizing certain Rochal patents and pending patent applications (the “BIAKŌS License Agreement”). Currently, the products covered by the BIAKŌS License Agreement are BIAKŌS Antimicrobial Wound Gel and BIAKŌS Antimicrobial Skin and Wound Cleanser. Both products are 510(k) approved. The Company’s Executive Chairman is a director of Rochal, and indirectly a significant shareholder of Rochal, and through the potential exercise of warrants, a majority shareholder of Rochal. Another one of the Company’s directors is also a director and significant shareholder of Rochal. Future commitments under the terms of the BIAKŌS License Agreement include: ● The Company will pay Rochal a royalty of 2 4 100,000 10 150,000 ● The Company will pay additional royalty annually based on specific net profit targets from sales of the licensed products, subject to a maximum of $ 1,000,000 Unless previously terminated by the parties, the BIAKŌS License Agreement will expire with the related patents in December 2031. For the years ended December 31, 2021 and 2020, royalty expense recognized under this agreement was $ 110,000 100,000 CuraShield Antimicrobial Barrier Film and No Sting Skin Protectant On October 1, 2019, the Company executed a license agreement with Rochal whereby the Company acquired an exclusive world-wide license to market, sell and further develop certain antimicrobial barrier film and skin protectant products for use in the human health care market utilizing certain Rochal patents and pending patent applications (the “ABF License Agreement”). Currently, the products covered by the ABF License Agreement are CuraShield Antimicrobial Barrier Film and a no sting skin protectant product. Future commitments under the terms of the ABF License Agreement include: ● The Company will pay Rochal a royalty of 2 4 50,000 10 75,000 ● The Company will pay additional royalties annually based on specific net profit targets from sales of the licensed products, subject to a maximum of $ 500,000 Unless previously terminated or extended by the parties, the ABF License Agreement will terminate upon expiration of the last U.S. patent in October 2033. No commercial sales or royalties have been recognized under this agreement as of December 31, 2021. Debrider License Agreement On May 4, 2020, The Company executed a product license agreement with Rochal, whereby the Company acquired an exclusive world-wide license to market, sell and further develop a debrider for human medical use to enhance skin condition or treat or relieve skin disorders, excluding uses primarily for beauty, cosmetic, or toiletry purposes (the “Debrider License Agreement”). Future commitments under the terms of the Debrider License Agreement include: ● At the time a purchase order is issued to a contract manufacturer for the first good manufacturing practice run of the licensed products, the Company will pay Rochal $ 600,000 ● Upon FDA clearance of the licensed products, the Company will pay Rochal $ 500,000 1,000,000 ● The Company will pay Rochal a royalty of 2 4 10 150,000 ● The Company will pay additional royalty annually based on specific net profit targets from sales of the licensed products, subject to a maximum of $ 1,000,000 Unless previously terminated or extended by the parties, the Debrider License Agreement will expire in October 2034. No commercial sales or royalties have been recognized under this agreement as of December 31, 2021. Resorbable Bone Hemostat The Company acquired a patent in 2009 for a resorbable bone hemostat and delivery system for orthopedic bone void fillers. This patent is not part of the Company’s long-term strategic focus. The Company subsequently licensed the patent to a third party to market a bone void filler product for which the Company receives a 3 201,000 201,000 16,080 Other Commitments At the time of the formation of Sanara Pulsar in 2019, it and Wound Care Solutions, Limited (“WCS”), entered into a supply agreement whereby Sanara Pulsar became the exclusive distributor in the United States of certain wound care products that utilize intellectual property developed and owned by WCS. In 2019, the Company advanced to WCS $ 200,000 200,000 200,000 |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases | |
OPERATING LEASES | NOTE 7 - OPERATING LEASES The Company periodically enters into operating lease contracts for office space and equipment. Arrangements are evaluated at inception to determine whether such arrangements constitute a lease. Right of use assets, which we refer to as “ROU assets,” represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities were recognized on the transition date based on the present value of lease payments over the respective lease term, with the office space ROU asset adjusted for deferred rent liability. The Company has two active operating leases: an office space lease with a remaining lease term of 30 months and a facility lease with a remaining term of eight months as of December 31, 2021. All other leases are short-term leases, which for practical expediency, the Company has elected to not recognize as ROU assets and lease liabilities. Effective July 1, 2021, the Company assumed an office lease pursuant to the Rochal asset purchase agreement. This lease expires August 31, 2022. The base monthly rent was $ 8,504 8,808 4 975 5,850 In accordance with ASC Topic 842, the Company has recorded lease assets of $ 412,770 and a related lease liability of $ 425,443 as of December 31, 2021. The Company recorded lease expense of $ 202,498 for the year ended December 31, 2021 for its leased assets. Cash paid for amounts included in the measurement of operating lease liabilities as of December 31, 2021 was $ 203,555 . The present value of our operating lease liabilities as of December 31, 2021 is shown below. Maturity of Operating Lease Liabilities SCHEDULE OF OPERATING LEASE LIABILITY For the Years Ended 2022 $ 221,793 2023 154,271 2024 77,870 2025 - 2026 - Thereafter - Total lease payments 453,934 Less imputed interest (28,491 ) Present Value of Lease Liabilities $ 425,443 Operating lease liability - current 203,292 Operating lease liability – long term 222,151 As of December 31, 2021, our operating leases have a weighted average remaining lease term of 2.2 5.9 |
SHAREHOLDERS_
SHAREHOLDERS’ | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ | NOTE 8 – SHAREHOLDERS’ EQUITY Preferred Stock On February 7, 2020, CGI Cellerate RX, an affiliate of Catalyst, converted its entire holdings of its 30-month $ 1,500,000 1,136,815 2,452,731 3,519,019 46.0 7,676,662 On December 30, 2020, the Company, following the approval of the Company’s board of directors, filed a Resolution Relating to a Series of Shares (the “Resolution”) with the Secretary of State of the State of Texas, which was effective upon filing, for the purpose of eliminating the Company’s Series F Convertible Preferred Stock. No shares of the Series F Convertible Preferred Stock were outstanding at the time the Resolution was filed. Following the filing of the Resolution, the shares previously authorized under the Series F Convertible Preferred Stock resumed the status of authorized but unissued shares of preferred stock of the Company. Common Stock On February 21, 2020, the Company filed a Registration Statement on Form S-8 which registered an aggregate of 2,000,000 308,209 1,691,791 On January 18, 2021, the Company entered into an Equity Exchange Agreement (the “Exchange Agreement”), effective as of January 14, 2021, with two individuals who each owned 50 100 29,536 1,000,000 On February 12, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. as representative of several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 1,100,000 25.00 165,000 165,000 The net proceeds to the Company from the Offering were $ 28.9 Following the closing of the Offering in February of 2021, the Company made the $ 750,000 20,834 Notes On July 14, 2021, the Company entered into an asset purchase agreement with Rochal, effective July 1, 2021, pursuant to which the Company purchased certain assets of Rochal, including, among others, certain of Rochal’s intellectual property, furniture and equipment, supplies, rights and claims, other than certain excluded assets, all as more specifically set forth in the asset purchase agreement. In exchange for the acquired assets, the Company paid Rochal $ 496,100 14,369 3,900 584,244 Note 3 Restricted Stock Awards During the year ended December 31, 2021, the Company issued restricted share awards under the LTIP Plan which are subject to certain vesting provisions and other terms and conditions set forth in each recipient’s restricted stock agreement. The Company granted and issued 59,933 Share-based compensation expense of $ 2,668,892 was recognized in selling, general and administrative expenses during the year ended December 31, 2021, compared to $ 1,402,897 recognized during the year ended December 31, 2020. For the year ended December 31, 2021, our share-based compensation expense of $ 2,668,892 1,088,184 At December 31, 2021, there was $ 1,704,130 0.7 Below is a summary of restricted stock activity for the year ended December 31, 2021: SUMMARY OF RESTRICTED STOCK ACTIVITY For the Year Ended December 31, 2021 Shares Weighted Average Grant Date Fair Value Non-vested at beginning of period 170,178 $ 14.20 Granted 64,719 28.99 Vested (68,661 ) 18.99 Forfeited (4,786 ) 13.03 Non-vested at December 31, 2021 161,450 $ 18.13 Stock Options A summary of the status of outstanding stock options at December 31, 2021 and changes during the year then ended is presented below: SCHEDULE OF STOCK OPTION ACTIVITY For the Year Ended December 31, 2021 Options Weighted Average Exercise Price Weighted Average Remaining Contract Life Outstanding at beginning of period 11,500 $ 6.00 Granted - - Exercised - - Forfeited - - Expired - - Outstanding at December 31, 2021 11,500 $ 6.00 1.0 Exercisable at December 31, 2021 11,500 $ 6.00 1.0 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carry forwards. After applying the provisions of Section 382 of the Internal Revenue Code, the unexpired net operating loss (“NOL”) carry forward at December 31, 2021 was approximately $ 20.7 million, of which, approximately $ 5.1 million generated in 2017 and prior, will expire between 2022 and 2037 15.6 million will have an indefinite carryforward period but can generally only be used to offset 80 % of taxable income in any particular year. We may be subject to certain limitations in our annual utilization of NOL carry forwards to off-set future taxable income pursuant to Section 382 of the Internal Revenue Code, which could result in NOLs expiring unused. The non-current deferred tax asset is summarized below: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Deferred tax assets Net operating loss carry forwards $ 4,352,201 $ 2,827,835 Inventory reserves 70,221 58,087 Bad debt and other reserves 561,944 562,248 Accrued expenses 35,579 16,817 Other temporary differences 1,134 630 Total deferred tax assets 5,021,079 3,465,617 Deferred tax liabilities Depreciation and amortization (17,001 ) (32,657 ) Valuation allowance (5,004,078 ) (3,432,960 ) Net deferred tax asset $ - $ - A 100 Reconciliations of the expected federal income tax benefit based on the statutory income tax rate of 21 SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) 2021 2020 Expected federal income tax benefit $ 1,663,601 $ 914,852 NOL carryover adjusted for expiration (29,730 ) 111,345 Equity method investment loss (129,555 ) - Meals and entertainment (7,439 ) (24,859 ) Stock-based compensation 120,924 (103,657 ) PPP Loan Forgiveness - 122,430 Other temporary differences (46,683 ) - Change in valuation allowance (1,571,118 ) (1,020,111 ) Income tax expense (benefit) $ - $ - All tax years starting with 2018 are open for examination. |
DEBT AND CREDIT FACILITIES
DEBT AND CREDIT FACILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Debt And Credit Facilities | |
DEBT AND CREDIT FACILITIES | NOTE 10 – DEBT AND CREDIT FACILITIES Revolving Line of Credit On January 15, 2021, the Company entered into a loan agreement (the “Loan Agreement”) with Cadence providing for a $ 2.5 On February 11, 2021, the Company made an $ 800,000 Promissory Note – Paycheck Protection Program On April 22, 2020, the Company executed an unsecured promissory note (the “PPP Loan”) to Cadence pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the federal Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company used the PPP Loan proceeds for covered payroll costs and other costs in accordance with the relevant terms and conditions of the CARES Act. The PPP Loan was in the principal amount of $ 583,000 1.00 |
INVESTMENT IN EQUITY SECURITIES
INVESTMENT IN EQUITY SECURITIES | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Investments [Abstract] | |
INVESTMENT IN EQUITY SECURITIES | NOTE 11 – INVESTMENT IN EQUITY SECURITIES The Company’s equity investments consist of non-marketable equity securities in privately held companies without readily determinable fair values. Unless accounted for under the equity method of accounting, the investments are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. The Company made a $ 500,000 7,142,857 2.9 3,571,430 250,000 6.5 On November 9, 2020, the Company entered into agreements to purchase certain non-marketable securities consisting of 150,000 600,000 150,000 12.6 In February 2021, the Company invested $ 600,000 150,000 150,000 22.4 500,000 125,000 29.0 125,000 150,000 500,000 600,000 40.3 616,927 On June 3, 2021, the Company invested $ 2,084,278 to purchase 278,587 Class A Preferred Shares (the “Shares”) of Pixalere Healthcare, Inc. (“Pixalere”). The Shares are convertible into 28.6 % of the outstanding equity of Pixalere. Pixalere provides a cloud-based wound care software tool that empowers nurses, specialists and administrators to deliver better care for patients. In connection with the Company’s purchase of the Shares, Pixalere granted Pixalere Healthcare USA, LLC (“Pixalere USA”), a subsidiary of the Company, a royalty-free exclusive license to use the Pixalere software and platform in the United States. In conjunction with the grant of the license, the Company issued Pixalere a 27.3 93,879 The Company has reviewed the characteristics of the Shares in accordance with ASC Topic 323, Investments – Equity Method and Joint Ventures. Due to the substantive liquidation preferences of the Shares over Pixalere’s common stock, the Shares are not “in-substance” common stock, and therefore, the Company will not utilize the equity method of accounting for this investment. In accordance with ASC Topic 321, Investments - Equity Securities, this investment was reported at cost as of December 31, 2021. The following summarizes the Company’s investments: SCHEDULE OF INVESTMENTS December 31, 2021 December 31, 2020 Carrying Amount Economic Interest Carrying Amount Economic Interest Equity Method Investment Precision Healing Inc. $ 2,183,073 40.3 % $ - Cost Method Investments Direct Dermatology, Inc. 750,000 500,000 Precision Healing Inc. - 600,000 Pixalere Healthcare, Inc. 2,084,278 - Total Cost Method Investments 2,834,278 1,100,000 Total Investments $ 5,017,351 $ 1,100,000 The following summarizes the loss from the equity method investment reflected in the consolidated statements of operations: SCHEDULE OF LOSS FROM EQUITY METHOD INVESTMENT 2021 2020 December 31, 2021 2020 Investment Precision Healing Inc. $ (616,927 ) $ - Total $ (616,927 ) $ - For the year ended December 31, 2021, Precision Healing recorded a total net loss of $ 2,363,215 565,045 The Company has reviewed the carrying value of its investments and has determined there was no impairment or observable price changes as of December 31, 2021. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 12 - RELATED PARTIES Receivables We had outstanding receivables to Rochal, a related party, totaling $ 79,787 0 Payables We had outstanding payables to related parties totaling $ 155,817 223,589 Product License Agreements On July 7, 2019, the Company executed a license agreement with Rochal, a related party, whereby the Company acquired an exclusive world-wide license to market, sell and further develop antimicrobial products for the prevention and treatment of microbes on the human body utilizing certain Rochal patents and pending patent applications (the “BIAKŌS License Agreement”). Currently, the products covered by the BIAKŌS License Agreement are BIAKŌS Antimicrobial Wound Gel and BIAKŌS Antimicrobial Skin and Wound Cleanser. Both products are 510(k) approved. The Company’s Executive Chairman is a director of Rochal, and indirectly a significant shareholder of Rochal, and through the potential exercise of warrants, a majority shareholder of Rochal. Another one of the Company’s directors is also a director and significant shareholder of Rochal. On October 1, 2019, the Company executed a license agreement with Rochal whereby the Company acquired an exclusive world-wide license to market, sell and further develop certain antimicrobial barrier film and skin protectant products for use in the human health care market utilizing certain Rochal patents and pending patent applications (the “ABF License Agreement”). Currently, the products covered by the ABF License Agreement are CuraShield Antimicrobial Barrier Film and a no sting skin protectant product. On May 4, 2020, The Company executed a product license agreement with Rochal, whereby the Company acquired an exclusive world-wide license to market, sell and further develop a debrider for human medical use to enhance skin condition or treat or relieve skin disorders, excluding uses primarily for beauty, cosmetic, or toiletry purposes See Note 6 Manufacturing and Technical Services Agreements On September 9, 2020, we executed a manufacturing agreement with Rochal. Under the terms of the manufacturing agreement, Rochal agreed to manufacture, package, and label products we licensed from Rochal. The manufacturing agreement includes customary terms and conditions. The term of the agreement is for a period of five years unless extended by the mutual consent of the parties. For the year ended December 31, 2021, we incurred no inventory manufacturing costs with Rochal. The Company terminated this agreement on August 12, 2021. On September 9, 2020, we executed a technical services agreement with Rochal. Under the terms of the technical services agreement, Rochal will provide its expertise and services on technical service projects identified by us for wound care, skin care and surgical site care applications. The technical services agreement includes customary terms and conditions for our industry. For the year ended December 31, 2021, we incurred $ 337,746 Ronald T. Nixon, our Executive Chairman, is also a director of Rochal, and indirectly a significant shareholder of Rochal, and through the potential exercise of warrants a majority shareholder of Rochal. Ann Beal Salamone, a director, is a significant shareholder, the former president and current Chairman of the Board of Rochal. Rochal Asset Acquisition As noted above, on July 14, 2021, we entered into an asset purchase agreement with Rochal, effective July 1, 2021, pursuant to which we purchased certain assets of Rochal, including, among others, certain of Rochal’s intellectual property, furniture and equipment, supplies, rights and claims, other than certain excluded assets, and assumed certain liabilities upon the terms and subject to the conditions set forth in the asset purchase agreement. In exchange for the acquired assets, we paid Rochal (i) $ 496,100 14,369 Note 3 Consulting Agreement Concurrent with the Rochal asset purchase, on July 14, 2021, the Company entered into a consulting agreement with Ann Beal Salamone pursuant to which Ms. Salamone agreed to provide the Company with consulting services with respect to, among other things, writing new patents, conducting patent intelligence, and participating in certain grant and contract reporting. In consideration for the consulting services to be provided to the Company, Ms. Salamone is entitled to receive an annual consulting fee of $ 177,697 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On March 24, 2022, Sanara MedTech Inc. (the “Company”) delivered notice to Cadence Bank, N.A. (“Cadence”) of termination of its loan agreement, dated January 15, 2021, by and among Cadence, the Company, Cellerate, LLC, and United Wound and Skin Solutions, LLC (the “Loan Agreement”), as modified and amended by that certain modification agreement (the “Modification Agreement”), dated June 29, 2021, by and among Cadence, the Company, Cellerate, LLC and United Wound and Skin Solutions, LLC (the loan agreement, as amended by the Modification Agreement, the “Modified Loan Agreement”), effective as of March 25, 2022. The Modified Loan Agreement provided for a $ 2.5 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sanara MedTech Inc., its wholly owned and majority-owned subsidiaries, as well as other entities in which the Company has a controlling financial interest. All significant intercompany profits, losses, transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. The extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business, financial condition, and results of operations is highly uncertain and subject to change. The Company considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and determined there was not a material impact on its estimates and assumptions used in preparing its consolidated financial statements as of and for the year ended December 31, 2021. However, actual results could differ from those estimates and there may be changes to the Company’s estimates in future periods. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Income / Loss Per Share | Income / Loss Per Share The Company computes income per share in accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share, which requires the Company to present basic and dilutive income per share when the effect is dilutive. Basic income per share is computed by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive. All convertible instruments were excluded from the current and prior period calculations as their inclusion would have been anti-dilutive during the years ended December 31, 2021 and 2020 due to the Company’s net loss. The calculation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020 are as follows: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE December 31, 2021 2020 Numerator for basic and diluted net loss per share: Net loss attributable to Sanara MedTech common shareholders $ (7,921,914 ) $ (4,356,440 ) Denominator for basic and diluted net loss per share: Weighted average shares used to compute diluted net loss per share 7,341,580 5,734,537 Basic and diluted net loss per share attributable to common shareholders $ (1.08 ) $ (0.76 ) The following table summarizes the shares of common stock that were potentially issuable but were excluded from the computation of diluted net loss per share for the years ended December 31, 2021 and 2020 as such shares would have had an anti-dilutive effect: SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE As of December 31, 2021 2020 Stock options 11,500 11,500 Unvested restricted stock 161,450 170,178 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which the Company adopted on January 1, 2018 using the modified retrospective method. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation Details of this five-step process are as follows: Identification of the contract with a customer Customer purchase orders are generally considered to be contracts under ASC 606. Purchase orders typically identify specific terms of products to be delivered, create the enforceable rights and obligations of both parties, and result in commercial substance. No other forms of contract revenue recognition, such as the completed contract or percentage of completion methods, were utilized by the Company in either 2020 or 2021. Performance obligations The Company’s performance obligation is generally limited to delivery of the requested items to its customers at the agreed upon quantities and prices. Determination and allocation of the transaction price The Company has established prices for its products. These prices are effectively agreed to when customers place purchase orders with the Company. Rebates and discounts, if any, are recognized in full at the time of sale as a reduction of net revenue. Allocation of transaction prices is not necessary where one performance obligation exists. Recognition of revenue as performance obligations are satisfied Product revenues are recognized when the products are delivered, and control of the goods and services passes to the customer. Disaggregation of Revenue Revenue streams from product sales and royalties are summarized below for the years ended December 31, 2021 and 2020. All revenue was generated in the United States; therefore, no geographical disaggregation was necessary. SCHEDULE OF REVENUE FROM PRODUCT SALES AND ROYALTIES For the Year Ended December 31, 2021 2020 Product sales revenue $ 23,942,919 $ 15,385,976 Royalty revenue 201,000 201,000 Total Revenue $ 24,143,919 $ 15,586,976 The Company recognizes royalty revenue from a development and licensing agreement between BioStructures, LLC and the Company. The Company records revenue each calendar quarter as earned per the terms of the agreement which stipulates the Company will receive quarterly royalty payments of at least $ 50,250 2.0 201,000 50,250 50,250 |
Contract Assets and Liabilities | Contract Assets and Liabilities The Company does not have any contract assets or contract liabilities. |
Accounts Receivable Allowances | Accounts Receivable Allowances The Company establishes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectible accounts. The Company recorded bad debt expense of $ 51,536 30,000 64,899 64,989 34,379 35,200 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Inventories consist of finished goods and related packaging components. The Company recorded inventory obsolescence expense of $ 251,826 318,076 333,850 276,603 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, ranging from three to ten years. Below is a summary of property and equipment for the periods presented: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, 2021 2020 Computers $ 104,568 $ 87,252 Office equipment 21,731 22,597 Furniture and fixtures 221,565 205,871 Leasehold improvements 2,030 2,030 Internal use software 1,622,525 485,530 Property and equipment, gross 1,972,419 803,280 Less accumulated depreciation (342,574 ) (124,691 ) Property and equipment, net $ 1,629,845 $ 678,589 Depreciation expense related to property and equipment was $ 220,571 for the year ended December 31, 2021, and $ 67,842 for the year ended December 31, 2020. The Company considered the impact the COVID-19 pandemic may have had on the carrying value of its property and equipment and determined that no impairment loss had occurred as of December 31, 2021. The Company will continue to assess the COVID-19 pandemic’s impact on its business including any indicators of impairment of property and equipment. |
Internal Use Software | Internal Use Software The Company accounts for costs incurred to develop computer software for internal use in accordance with ASC 350-40. The Company capitalizes the costs incurred during the application development stage, which generally includes third-party developer fees to design the software configuration and interfaces, coding, installation, and testing. The Company begins capitalization of qualifying costs when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. Costs incurred during the preliminary project stage along with post implementation stages of internal-use computer software are expensed as incurred. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized development costs are classified as property and equipment, net in the consolidated balance sheets and are amortized over the estimated useful life of the software, which is generally five to seven years. |
Intangible Assets | Intangible Assets Intangible Assets are stated at cost of acquisition less accumulated amortization and impairment loss, if any. Cost of acquisition includes purchase price and any cost directly attributable to bringing the asset to its working condition for the intended use. The Company amortizes its intangible assets on a straight-line basis over the useful life of the respective assets which is generally the life of the related patents (if applicable). See Note 4 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including certain identifiable intangibles held and to be used by the Company, are reviewed for impairment whenever events or changes in circumstances, including the COVID-19 pandemic, indicate that the carrying amount of such assets may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows and the estimated liquidation value of such long-lived assets and provides for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the long-lived assets. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, undiscounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. No impairment was recorded during the years ended December 31, 2021 and 2020. |
Investments in Equity Securities | Investments in Equity Securities The Company’s equity investments consist of non-marketable equity securities in privately held companies without readily determinable fair values. Unless accounted for under the equity method of accounting, the investments are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “Share of losses from equity method investment” in the consolidated statements of operations. The Company’s equity method investments are adjusted each quarter for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the consolidated statements of cash flows. The Company has reviewed the carrying value of its investments and has determined there was no impairment or observable price changes as of December 31, 2021. |
Fair Value Measurement | Fair Value Measurement As defined in ASC Topic 820, Fair Value Measurement (“ASC 820”), fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method, whereby deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. |
Advertising Expense | Advertising Expense In accordance with ASC Topic No. 720-35-25-1, the Company recognizes advertising expenses the first time the advertising takes place. Such costs are expensed immediately if such advertising is not expected to occur. |
Share-based Compensation | Share-based Compensation The Company accounts for stock-based compensation to employees and nonemployees in accordance with Accounting Standards Update (“ASU”) 2018-07 Topic 718. Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the stipulated vesting period (if any). The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants, and the closing price of the Company’s common stock for common stock issuances including restricted stock grants. |
Research and Development Costs | Research and Development Costs Research and development (“R&D”) expenses consist of personnel-related expenses, including salaries and benefits for all personnel directly engaged in R&D activities, contracted services, materials, prototype expenses and allocated overhead which is comprised of lease expense and other facilities related costs. R&D expenses include costs related to enhancements to the Company’s currently available products, and additional investments in the product and platform development pipeline. The Company expenses R&D costs as incurred. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements There were no new material accounting standards adopted in 2021 fiscal year. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on the Company’s financial statements as well as material updates to previous assessments, if any, from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. There were no new material accounting standards issued in fiscal 2021 that impacted the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE | The calculation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020 are as follows: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE December 31, 2021 2020 Numerator for basic and diluted net loss per share: Net loss attributable to Sanara MedTech common shareholders $ (7,921,914 ) $ (4,356,440 ) Denominator for basic and diluted net loss per share: Weighted average shares used to compute diluted net loss per share 7,341,580 5,734,537 Basic and diluted net loss per share attributable to common shareholders $ (1.08 ) $ (0.76 ) |
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE | The following table summarizes the shares of common stock that were potentially issuable but were excluded from the computation of diluted net loss per share for the years ended December 31, 2021 and 2020 as such shares would have had an anti-dilutive effect: SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE As of December 31, 2021 2020 Stock options 11,500 11,500 Unvested restricted stock 161,450 170,178 |
SCHEDULE OF REVENUE FROM PRODUCT SALES AND ROYALTIES | Revenue streams from product sales and royalties are summarized below for the years ended December 31, 2021 and 2020. All revenue was generated in the United States; therefore, no geographical disaggregation was necessary. SCHEDULE OF REVENUE FROM PRODUCT SALES AND ROYALTIES For the Year Ended December 31, 2021 2020 Product sales revenue $ 23,942,919 $ 15,385,976 Royalty revenue 201,000 201,000 Total Revenue $ 24,143,919 $ 15,586,976 |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, ranging from three to ten years. Below is a summary of property and equipment for the periods presented: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, 2021 2020 Computers $ 104,568 $ 87,252 Office equipment 21,731 22,597 Furniture and fixtures 221,565 205,871 Leasehold improvements 2,030 2,030 Internal use software 1,622,525 485,530 Property and equipment, gross 1,972,419 803,280 Less accumulated depreciation (342,574 ) (124,691 ) Property and equipment, net $ 1,629,845 $ 678,589 |
ROCHAL ASSET ACQUISITION (Table
ROCHAL ASSET ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF TOTAL PURCHASE PRICE | SCHEDULE OF TOTAL PURCHASE PRICE Description Amount Net cash consideration $ 496,100 Equity consideration (fair value) 584,244 Net liabilities assumed 3,900 Transaction costs 78,586 Total purchase consideration $ 1,162,830 |
SCHEDULE OF TOTAL PURCHASE CONSIDERATION FAIR VALUE OF SUCH ASSETS | The purchase consideration, plus transaction costs, was allocated to the individual assets according to their fair values as a percentage of the total fair value of the assets purchased, with no goodwill recognized. Based on the Company’s internal valuation performed, the total fair value of the net assets acquired was attributable to the intellectual property (i.e., patents) and assembled workforce. Due to the de minimis estimated fair value of furniture and equipment acquired, the Company did not allocate any amounts to such assets. The total purchase consideration was allocated based on the relative estimated fair value of such assets as follows: SCHEDULE OF TOTAL PURCHASE CONSIDERATION FAIR VALUE OF SUCH ASSETS Description Amount Percent of Total Patents and Intellectual Property $ 1,099,801 94.6 % Assembled Workforce 63,029 5.4 % Total purchase consideration $ 1,162,830 100.0 % |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS | The carrying values of the Company’s finite-lived intangible assets were as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Accumulated Accumulated Cost Amortization Net Cost Amortization Net Product Licenses $ 4,193,879 $ (586,541 ) $ 3,607,338 $ 3,350,000 $ (264,909 ) $ 3,085,091 Patents and Other IP 1,610,111 (551,285 ) 1,058,826 510,310 (510,310 ) - Software and Other 127,492 (65,686 ) 61,806 64,464 (51,889 ) 12,575 Total $ 5,931,482 $ (1,203,512 ) $ 4,727,970 $ 3,924,774 $ (827,108 ) $ 3,097,666 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE | SCHEDULE OF FUTURE AMORTIZATION EXPENSE 2022 $ 437,678 2023 432,598 2024 432,598 2025 432,598 2026 432,598 Thereafter 2,559,900 Total $ 4,727,970 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases | |
SCHEDULE OF OPERATING LEASE LIABILITY | SCHEDULE OF OPERATING LEASE LIABILITY For the Years Ended 2022 $ 221,793 2023 154,271 2024 77,870 2025 - 2026 - Thereafter - Total lease payments 453,934 Less imputed interest (28,491 ) Present Value of Lease Liabilities $ 425,443 Operating lease liability - current 203,292 Operating lease liability – long term 222,151 |
SHAREHOLDERS_ (Tables)
SHAREHOLDERS’ (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SUMMARY OF RESTRICTED STOCK ACTIVITY | Below is a summary of restricted stock activity for the year ended December 31, 2021: SUMMARY OF RESTRICTED STOCK ACTIVITY For the Year Ended December 31, 2021 Shares Weighted Average Grant Date Fair Value Non-vested at beginning of period 170,178 $ 14.20 Granted 64,719 28.99 Vested (68,661 ) 18.99 Forfeited (4,786 ) 13.03 Non-vested at December 31, 2021 161,450 $ 18.13 |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the status of outstanding stock options at December 31, 2021 and changes during the year then ended is presented below: SCHEDULE OF STOCK OPTION ACTIVITY For the Year Ended December 31, 2021 Options Weighted Average Exercise Price Weighted Average Remaining Contract Life Outstanding at beginning of period 11,500 $ 6.00 Granted - - Exercised - - Forfeited - - Expired - - Outstanding at December 31, 2021 11,500 $ 6.00 1.0 Exercisable at December 31, 2021 11,500 $ 6.00 1.0 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | The non-current deferred tax asset is summarized below: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Deferred tax assets Net operating loss carry forwards $ 4,352,201 $ 2,827,835 Inventory reserves 70,221 58,087 Bad debt and other reserves 561,944 562,248 Accrued expenses 35,579 16,817 Other temporary differences 1,134 630 Total deferred tax assets 5,021,079 3,465,617 Deferred tax liabilities Depreciation and amortization (17,001 ) (32,657 ) Valuation allowance (5,004,078 ) (3,432,960 ) Net deferred tax asset $ - $ - |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) | SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) 2021 2020 Expected federal income tax benefit $ 1,663,601 $ 914,852 NOL carryover adjusted for expiration (29,730 ) 111,345 Equity method investment loss (129,555 ) - Meals and entertainment (7,439 ) (24,859 ) Stock-based compensation 120,924 (103,657 ) PPP Loan Forgiveness - 122,430 Other temporary differences (46,683 ) - Change in valuation allowance (1,571,118 ) (1,020,111 ) Income tax expense (benefit) $ - $ - |
INVESTMENT IN EQUITY SECURITI_2
INVESTMENT IN EQUITY SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Investments [Abstract] | |
SCHEDULE OF INVESTMENTS | The following summarizes the Company’s investments: SCHEDULE OF INVESTMENTS December 31, 2021 December 31, 2020 Carrying Amount Economic Interest Carrying Amount Economic Interest Equity Method Investment Precision Healing Inc. $ 2,183,073 40.3 % $ - Cost Method Investments Direct Dermatology, Inc. 750,000 500,000 Precision Healing Inc. - 600,000 Pixalere Healthcare, Inc. 2,084,278 - Total Cost Method Investments 2,834,278 1,100,000 Total Investments $ 5,017,351 $ 1,100,000 |
SCHEDULE OF LOSS FROM EQUITY METHOD INVESTMENT | The following summarizes the loss from the equity method investment reflected in the consolidated statements of operations: SCHEDULE OF LOSS FROM EQUITY METHOD INVESTMENT 2021 2020 December 31, 2021 2020 Investment Precision Healing Inc. $ (616,927 ) $ - Total $ (616,927 ) $ - |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net loss attributable to Sanara MedTech common shareholders | $ (7,921,914) | $ (4,356,440) |
Weighted average shares used to compute diluted net loss per share | 7,341,580 | 5,734,537 |
Basic and diluted net loss per share attributable to common shareholders | $ (1.08) | $ (0.76) |
SCHEDULE OF COMPUTATION OF DILU
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unvested Restricted Stock [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Anti-dilutive securities | 161,450 | 170,178 |
Equity Option [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Anti-dilutive securities | 11,500 | 11,500 |
SCHEDULE OF REVENUE FROM PRODUC
SCHEDULE OF REVENUE FROM PRODUCT SALES AND ROYALTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Total Revenue | $ 24,143,919 | $ 15,586,976 |
Product Sales Revenue [Member] | ||
Product Information [Line Items] | ||
Total Revenue | 23,942,919 | 15,385,976 |
Royalty Revenue [Member] | ||
Product Information [Line Items] | ||
Total Revenue | $ 201,000 | $ 201,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,972,419 | $ 803,280 |
Less accumulated depreciation | (342,574) | (124,691) |
Property and equipment, net | 1,629,845 | 678,589 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 104,568 | 87,252 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21,731 | 22,597 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 221,565 | 205,871 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,030 | 2,030 |
Internal Use Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,622,525 | $ 485,530 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Royalty payments quarterly | $ 50,250 | ||
Royalty percentage | 2.00% | ||
Minimum annual royalty due | $ 201,000 | ||
Royalty payments (Quarterly) | $ 50,250 | ||
Bad debt expense | 51,536 | $ 30,000 | |
Allowance for doubtful accounts | 64,899 | 64,899 | 64,989 |
Other allowances | 34,379 | 34,379 | 35,200 |
Inventory obsolescence expense | 251,826 | 318,076 | |
Allowance for obsolete and slow-moving inventory | $ 333,850 | 333,850 | 276,603 |
Depreciation | $ 220,571 | $ 67,842 |
SCHEDULE OF TOTAL PURCHASE PRIC
SCHEDULE OF TOTAL PURCHASE PRICE (Details) | Jul. 14, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Net cash consideration | $ 496,100 |
Equity consideration (fair value) | 584,244 |
Net liabilities assumed | 3,900 |
Transaction costs | 78,586 |
Total purchase consideration | $ 1,162,830 |
SCHEDULE OF TOTAL PURCHASE CONS
SCHEDULE OF TOTAL PURCHASE CONSIDERATION FAIR VALUE OF SUCH ASSETS (Details) | Jul. 14, 2021USD ($) |
Business Acquisition [Line Items] | |
Total purchase consideration | $ 1,162,830 |
Purchase consideration percentage | 100.00% |
Patents and Intellectual Property [Member] | |
Business Acquisition [Line Items] | |
Total purchase consideration | $ 1,099,801 |
Purchase consideration percentage | 94.60% |
Assembled Workforce [Member] | |
Business Acquisition [Line Items] | |
Total purchase consideration | $ 63,029 |
Purchase consideration percentage | 5.40% |
ROCHAL ASSET ACQUISITION (Detai
ROCHAL ASSET ACQUISITION (Details Narrative) | Jul. 14, 2021USD ($)shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Equity consideration (fair value) | $ 584,244 |
Asset Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payments to acquire assets | $ 496,100 |
Issuance of common stock for purchase of assets | shares | 14,369 |
Consulting Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Consulting fee | $ 177,697 |
SCHEDULE OF FINITE LIVED INTANG
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Cost | $ 5,931,482 | $ 3,924,774 |
Accumulated amortization | (1,203,512) | (827,108) |
Net | 4,727,970 | 3,097,666 |
Patents [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Cost | 1,610,111 | 510,310 |
Accumulated amortization | (551,285) | (510,310) |
Net | 1,058,826 | |
Computer Software, Intangible Asset [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Cost | 127,492 | 64,464 |
Accumulated amortization | (65,686) | (51,889) |
Net | 61,806 | 12,575 |
Licensing Agreements [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Cost | 4,193,879 | 3,350,000 |
Accumulated amortization | (586,541) | (264,909) |
Net | $ 3,607,338 | $ 3,085,091 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 437,678 | |
2023 | 432,598 | |
2024 | 432,598 | |
2025 | 432,598 | |
2026 | 432,598 | |
Thereafter | 2,559,900 | |
Total | $ 4,727,970 | $ 3,097,666 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years 8 months 12 days | |||
Amortization of Intangible Assets | $ 376,404 | $ 223,528 | ||
Rochal Industries LLC [Member] | ||||
Stock issued during period new issues, shares | 20,834 | 20,834 | ||
Milestone payments | $ 750,000 | $ 750,000 |
CUSTOMERS AND SUPPLIERS (Detail
CUSTOMERS AND SUPPLIERS (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 10.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | May 04, 2020 | Oct. 01, 2019 | Jul. 07, 2019 | Aug. 27, 2018 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 11, 2021 |
Loss Contingencies [Line Items] | |||||||||
Royalties payable | $ 201,000 | ||||||||
Royalty expense | $ 856,755 | $ 479,809 | |||||||
Royalty percentage | 2.00% | ||||||||
Maximum amount of royalty | $ 800,000 | ||||||||
Payment for royalties | $ 50,250 | ||||||||
Cash | $ 500,000 | ||||||||
Net income | (71,881) | (88,705) | |||||||
2009 [Member] | Resorbable Bone Hemostat [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalties payable | $ 201,000 | ||||||||
Royalty percentage | 3.00% | ||||||||
Annual royalty obligation | $ 16,080 | ||||||||
Wound Care Solutions Limited [Member] | 2009 [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Net income | $ 200,000 | 200,000 | $ 200,000 | ||||||
Sub License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Net sales description | On August 27, 2018, the Company entered into an exclusive, world-wide sublicense agreement with CGI Cellerate RX to distribute CellerateRX Surgical and HYCOL products into the wound care and surgical markets. The Company pays royalties of 3-5% of annual collected net sales of CellerateRX Surgical and HYCOL. As amended, the term of the sublicense extends through May 2050, with automatic year-to-year renewal terms thereafter so long as the Company’s Net Sales (as defined in the sublicense agreement) each year are equal to or in excess of $1,000,000. If the Company’s Net Sales fall below $1,000,000 for any year after the initial expiration date, CGI Cellerate RX will have the right to terminate the sublicense agreement upon written notice | ||||||||
Royalties payable | $ 400,000 | ||||||||
BIAKOS License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty expense | $ 110,000 | $ 100,000 | |||||||
BIAKOS License Agreement [Member] | Rochal Industries LLC [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty percentage | 2.00% | ||||||||
BIAKOS License Agreement [Member] | Rochal Industries LLC [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty percentage | 4.00% | ||||||||
BIAKOS Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty annual minimum percentage | 10.00% | ||||||||
Payment for royalties | $ 1,000,000 | ||||||||
BIAKOS Agreement [Member] | Rochal Industries LLC [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalties payable | 100,000 | ||||||||
Maximum amount of royalty | $ 150,000 | ||||||||
ABF License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalties payable | $ 50,000 | ||||||||
Royalty annual minimum percentage | 10.00% | ||||||||
Maximum amount of royalty | $ 75,000 | ||||||||
Payment for royalties | $ 500,000 | ||||||||
ABF License Agreement [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty percentage | 2.00% | ||||||||
ABF License Agreement [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty percentage | 4.00% | ||||||||
Debrider License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty annual minimum percentage | 10.00% | ||||||||
Maximum amount of royalty | $ 150,000 | ||||||||
Payment for royalties | 1,000,000 | ||||||||
Cash | 600,000 | ||||||||
Payable of common stock | $ 1,000,000 | ||||||||
Debrider License Agreement [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty percentage | 2.00% | ||||||||
Debrider License Agreement [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty percentage | 4.00% |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 221,793 | |
2023 | 154,271 | |
2024 | 77,870 | |
2025 | ||
2026 | ||
Thereafter | ||
Total lease payments | 453,934 | |
Less imputed interest | (28,491) | |
Present Value of Lease Liabilities | 425,443 | |
Operating lease liability - current | 203,292 | $ 125,587 |
Operating lease liability – long term | $ 222,151 | $ 355,797 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | Aug. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sublease income | $ 5,850 | |||
Operating Lease, Right-of-Use Asset | 412,770 | $ 467,653 | ||
Operating Lease, Liability | 425,443 | |||
Operating Lease, Expense | 202,498 | |||
Operating Lease, Payments | $ 203,555 | |||
Weighted average remaining lease term | 2 years 2 months 12 days | |||
Weighted average discount rate | 5.90% | |||
Asset Purchase Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating lease rent expense | $ 8,808 | $ 8,504 | ||
Discount rate percentage | 4.00% | |||
Sublease income | $ 975 |
SUMMARY OF RESTRICTED STOCK ACT
SUMMARY OF RESTRICTED STOCK ACTIVITY (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Equity [Abstract] | |
Non-vested shares, beginning | shares | 170,178 |
Weighted average grant date fair value, beginning | $ / shares | $ 14.20 |
Granted | shares | 64,719 |
Granted | $ / shares | $ 28.99 |
Vested | shares | (68,661) |
Vested | $ / shares | $ 18.99 |
Forfeited | shares | (4,786) |
Forfeited | $ / shares | $ 13.03 |
Non-vested shares, ending | shares | 161,450 |
Weighted average grant date fair value, ending | $ / shares | $ 18.13 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Equity [Abstract] | |
Number of options outstanding, beginning | shares | 11,500 |
Weighted average exercise price outstanding, beginning | $ / shares | $ 6 |
Granted | shares | |
Weighted average exercise price, Granted | $ / shares | |
Exercised | shares | |
Weighted average exercise price, Exercised | $ / shares | |
Forfeited | shares | |
Weighted average exercise price, Forfeited | $ / shares | |
Expired | shares | |
Weighted average exercise price, Expired | $ / shares | |
Number of options outstanding, ending | shares | 11,500 |
Weighted average exercise price outstanding, ending | $ / shares | $ 6 |
Weighted average remaining contract life outstanding | 1 year |
Number of options exercisable, ending | shares | 11,500 |
Weighted average exercise price exercisable, ending | $ / shares | $ 6 |
Weighted average remaining contract life exercisable, ending | 1 year |
SHAREHOLDERS_ (Details Narrativ
SHAREHOLDERS’ (Details Narrative) - USD ($) | Jul. 14, 2021 | Jul. 14, 2021 | Feb. 17, 2021 | Feb. 12, 2021 | Feb. 07, 2021 | Jan. 18, 2021 | Feb. 21, 2020 | Feb. 07, 2020 | Feb. 07, 2020 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||||||||
Common stock shares outstanding | 7,676,662 | 6,297,008 | |||||||||||
Stock issued during period value new issues | $ 28,939,257 | ||||||||||||
Equity consideration (fair value) | $ 584,244 | $ 584,244 | |||||||||||
Granted | 59,933 | ||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 2,668,892 | $ 1,402,897 | |||||||||||
Share based compensation expense | 2,668,892 | ||||||||||||
Employee related liabilities | 1,088,184 | ||||||||||||
Unrecognized share-based compensation expense | $ 1,704,130 | ||||||||||||
Unrecognized share-based compensation expense period for recognition | 8 months 12 days | ||||||||||||
Equity Exchange Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Equity method ownership percentage | 100.00% | ||||||||||||
Ownership percentage | 50.00% | ||||||||||||
Underwriting Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares sold | 1,100,000 | ||||||||||||
Sale of stock, price per share | $ 25 | ||||||||||||
Issuance of common stock for asset acquisitions, shares | 165,000 | 165,000 | |||||||||||
Proceeds from offering | $ 28,900,000 | ||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Payments to acquire assets | $ 496,100 | ||||||||||||
Issuance of common stock for purchase of assets | 14,369 | ||||||||||||
Net liabilities | $ 3,900 | ||||||||||||
LTIP Plan [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares available for issuance | 1,691,791 | ||||||||||||
LTIP Plan [Member] | Directors Officers Employees [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during period new issues, shares | 308,209 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during period new issues, shares | 1,265,000 | ||||||||||||
Stock issued during period value new issues | $ 1,265 | ||||||||||||
Issuance of common stock for asset acquisitions, shares | 64,739 | ||||||||||||
Issuance of common stock for purchase of assets | 60,000 | ||||||||||||
Common Stock [Member] | Equity Exchange Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during period new issues, shares | 29,536 | ||||||||||||
Stock issued during period value new issues | $ 1,000,000 | ||||||||||||
CGI Cellerate RX, LLC [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible promissory note | $ 1,500,000 | $ 1,500,000 | |||||||||||
Stock issued during period new issues, shares | 2,452,731 | ||||||||||||
Number of shares sold | 3,519,019 | ||||||||||||
Common stock shares outstanding | 7,676,662 | ||||||||||||
CGI Cellerate RX, LLC [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Equity method ownership percentage | 46.00% | ||||||||||||
CGI Cellerate RX, LLC [Member] | Series F Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of preferred stock into common stock | 1,136,815 | ||||||||||||
Sanara MedTech Inc. [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during period new issues, shares | 2,000,000 | ||||||||||||
Rochal Industries LLC [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during period new issues, shares | 20,834 | 20,834 | |||||||||||
Milestone payments | $ 750,000 | $ 750,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 4,352,201 | $ 2,827,835 |
Inventory reserves | 70,221 | 58,087 |
Bad debt and other reserves | 561,944 | 562,248 |
Accrued expenses | 35,579 | 16,817 |
Other temporary differences | 1,134 | 630 |
Total deferred tax assets | 5,021,079 | 3,465,617 |
Depreciation and amortization | (17,001) | (32,657) |
Valuation allowance | (5,004,078) | (3,432,960) |
Net deferred tax asset |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax benefit | $ 1,663,601 | $ 914,852 |
NOL carryover adjusted for expiration | (29,730) | 111,345 |
Equity method investment loss | (129,555) | |
Meals and entertainment | (7,439) | (24,859) |
Stock-based compensation | 120,924 | (103,657) |
PPP Loan Forgiveness | 122,430 | |
Other temporary differences | (46,683) | |
Change in valuation allowance | (1,571,118) | (1,020,111) |
Income tax expense (benefit) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 20.7 | $ 5.1 |
Expiration description | expire between 2022 and 2037 | |
NOL generated under tax cuts and job cuts | $ 15.6 | |
Valuation allowance, percentage | 100.00% | |
Statutory income tax rate | 21.00% |
DEBT AND CREDIT FACILITIES (Det
DEBT AND CREDIT FACILITIES (Details Narrative) - USD ($) | Feb. 11, 2021 | Jan. 15, 2021 | Apr. 22, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum borrowing capacity line of credit | $ 800,000 | ||
Loan Agreement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Line of credit facility | $ 2,500,000 | ||
PPP Loan Agreement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Face Amount | $ 583,000 | ||
Interest rate stated percentage | 1.00% |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Investments [Line Items] | ||
Cost method investment | $ 2,834,278 | $ 1,100,000 |
Total investments | 5,017,351 | 1,100,000 |
Precision Healing Inc. [Member] | ||
Schedule of Investments [Line Items] | ||
Equity method investment | $ 2,183,073 | |
Economic interest | 40.30% | |
Cost method investment | 600,000 | |
Direct Dermatology Inc. [Member] | ||
Schedule of Investments [Line Items] | ||
Cost method investment | 750,000 | 500,000 |
Pixalere Healthcare Inc. [Member] | ||
Schedule of Investments [Line Items] | ||
Cost method investment | $ 2,084,278 |
SCHEDULE OF LOSS FROM EQUITY ME
SCHEDULE OF LOSS FROM EQUITY METHOD INVESTMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Investments [Line Items] | ||
Total | $ (616,927) | |
Precision Healing Inc. [Member] | ||
Schedule of Investments [Line Items] | ||
Total | $ (616,927) |
INVESTMENT IN EQUITY SECURITI_3
INVESTMENT IN EQUITY SECURITIES (Details Narrative) - USD ($) | Jun. 17, 2021 | Jun. 03, 2021 | Nov. 09, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jul. 31, 2020 |
Schedule of Investments [Line Items] | |||||||||||
Long term investments | $ 5,017,351 | $ 5,017,351 | $ 5,017,351 | $ 1,100,000 | |||||||
Value of shares purchased | 28,939,257 | ||||||||||
Iinvestments | 5,017,351 | 5,017,351 | 5,017,351 | 1,100,000 | |||||||
Loss on equity method investments | 616,927 | ||||||||||
Net loss | (7,993,795) | (4,445,145) | |||||||||
Assets | 36,396,431 | 36,396,431 | 36,396,431 | $ 9,826,221 | |||||||
Precision Healing Inc. [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Net loss | 2,363,215 | ||||||||||
Assets | $ 565,045 | $ 565,045 | $ 565,045 | ||||||||
Series B 2 Preferred Shares [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Long term investments | $ 500,000 | ||||||||||
Marketable securities | $ 7,142,857 | ||||||||||
Ownership interest | 2.90% | ||||||||||
Series B 2 Preferred Shares [Member] | Direct Derm's [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Ownership interest | 6.50% | 6.50% | 6.50% | ||||||||
Purchase of additional shares | 3,571,430 | ||||||||||
Value of shares purchased | $ 250,000 | ||||||||||
Series A Convertble Preferred Stock [Member] | Precision Healing Inc. [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Ownership interest | 12.60% | ||||||||||
Purchase of additional shares | 150,000 | ||||||||||
Value of shares purchased | $ 600,000 | ||||||||||
Conversion of stock | 150,000 | ||||||||||
Series A Stock [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Ownership interest | 29.00% | 40.30% | 40.30% | 22.40% | 40.30% | ||||||
Purchase of additional shares | 125,000 | 150,000 | 125,000 | 150,000 | |||||||
Value of shares purchased | $ 600,000 | $ 500,000 | |||||||||
Iinvestments | $ 500,000 | $ 600,000 | |||||||||
Series A Stock [Member] | Precision Healing Inc. [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Conversion of stock | 150,000 | ||||||||||
Class A Preferred Shares [Member] | Pixalere Healthcare Inc. [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Ownership interest | 27.30% | ||||||||||
Purchase of additional shares | 278,587 | ||||||||||
Iinvestments | $ 2,084,278 | ||||||||||
Conversion of shares | 28.60% | ||||||||||
Ownership amount | $ 93,879 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | Jul. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 04, 2020 |
Related Party Transaction [Line Items] | ||||
Accounts receivable, related parties, current | $ 79,787 | $ 0 | ||
Payables to related party | 155,817 | $ 223,589 | ||
Cash | $ 500,000 | |||
Asset Purchase Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash | $ 496,100 | |||
Common stock, shares issued | 14,369 | |||
Consulting Agreement [Member] | Ms Salamone [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting fee | 177,697 | |||
Rochal Industries LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party costs | $ 337,746 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ in Millions | Mar. 25, 2022USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 2.5 |