Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Sanara MedTech Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000714256 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | TX | ||
Entity File Number | 0-11808 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 22,923,054 | ||
Entity Common Stock, Shares Outstanding | 7,617,122 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 455,366 | $ 6,611,928 |
Accounts receivable, net of allowances of $100,189 and $73,162 | 2,217,533 | 1,285,165 |
Royalties receivable | 49,344 | 50,250 |
Inventory, net of allowance for obsolescence of $276,603 and $43,650 | 1,148,253 | 746,519 |
Prepaid and other assets | 611,817 | 161,902 |
Total current assets | 4,482,313 | 8,855,764 |
Long-Term Assets: | ||
Property, plant and equipment, net of accumulated depreciation of $124,691 and $60,694 | 678,589 | 204,953 |
Right of use assets - operating lease | 467,653 | 585,251 |
Intangible assets, net of accumulated amortization of $827,108 and $603,580 | 3,097,666 | 1,471,194 |
Investment in equity securities | 1,100,000 | 0 |
Total long-term assets | 5,343,908 | 2,261,398 |
Total assets | 9,826,221 | 11,117,162 |
Current Liabilities: | ||
Accounts payable | 271,251 | 337,504 |
Accounts payable - related party | 223,589 | 68,668 |
Accrued royalties and expenses | 502,191 | 528,060 |
Accrued bonus and commissions | 2,417,277 | 1,588,056 |
Operating lease liability - current | 125,587 | 117,533 |
Total current liabilities | 3,539,895 | 2,639,821 |
Long-Term Liabilities: | ||
Operating lease liability - long term | 355,797 | 481,384 |
Convertible notes payable - related party | 0 | 1,500,000 |
Accrued interest - related party | 0 | 103,557 |
Other long-term liabilities | 90,293 | 0 |
Total long-term liabilities | 446,090 | 2,084,941 |
Total liabilities | 3,985,985 | 4,724,762 |
Shareholders' Equity: | ||
Series F convertible preferred stock: $10 par value, 1,200,000 shares authorized; none issued and outstanding as of December 31, 2020 and 1,136,815 issued and outstanding as of December 31, 2019 | 0 | 11,368,150 |
Common stock: $0.001 par value, 20,000,000 shares authorized; 6,297,008 issued and outstanding as of December 31, 2020 and 3,571,001 issued and outstanding as of December 31, 2019 | 6,297 | 3,571 |
Additional paid-in capital | 13,176,576 | (2,081,829) |
Accumulated deficit | (7,032,242) | (2,675,802) |
Total Sanara MedTech shareholders' equity | 6,150,631 | 6,614,090 |
Equity attributable to noncontrolling interest | (310,395) | (221,690) |
Total shareholders' equity | 5,840,236 | 6,392,400 |
Total liabilities and shareholders' equity | $ 9,826,221 | $ 11,117,162 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for bad debt | $ 100,189 | $ 73,162 |
Inventory, net of allowance for obsolescence | 276,603 | 43,650 |
Property plant and equipment accumulated amortization | 124,691 | 60,694 |
Intangible asset accumulated amortization | $ 827,108 | $ 603,580 |
Series F convertible preferred stock, par value | $ 10 | $ 10 |
Series F convertible preferred stock, shares authorized | 1,200,000 | 1,200,000 |
Series F convertible preferred stock, shares issued | 0 | 1,136,815 |
Series F convertible preferred stock, shares outstanding | 0 | 1,136,815 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,297,008 | 3,571,001 |
Common stock, shares outstanding | 6,297,008 | 3,571,001 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net Revenues | $ 15,586,976 | $ 11,766,763 |
Cost of goods sold | 1,616,625 | 1,209,300 |
Gross profit | 13,970,351 | 10,557,463 |
Operating Expenses: | ||
Selling, general and administrative expense | 18,683,594 | 13,067,569 |
Depreciation and amortization | 291,370 | 119,951 |
Bad debt expense | 30,000 | 110,000 |
Total operating expenses | 19,004,964 | 13,297,520 |
Operating loss | (5,034,613) | (2,740,057) |
Other Income/(Expense): | ||
Other income | 14,822 | 10,198 |
Interest expense | (11,528) | (105,919) |
Debt forgiveness | 586,174 | 0 |
Total other income / (expense) | 589,468 | (95,721) |
Net loss | (4,445,145) | (2,835,778) |
Less: net loss attributable to noncontrolling interest | (88,705) | (21,690) |
Net loss attributable to Sanara MedTech common shareholders | $ (4,356,440) | $ (2,814,088) |
Basic loss per share of common stock | $ (0.76) | $ (1.32) |
Diluted loss per share of common Stock | $ (0.76) | $ (1.32) |
Weighted average number of common shares outstanding basic | 5,734,537 | 2,132,745 |
Weighted average number of common shares outstanding diluted | 5,734,537 | 2,132,745 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock Series F | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Income/(Deficit) | Noncontrolling Interest | Total Shareholders' Equity |
Beginning balance, shares at Dec. 31, 2018 | 1,136,815 | 0 | 0 | ||||
Beginning balance, amount at Dec. 31, 2018 | $ 11,368,150 | $ 0 | $ (10,919,639) | $ 0 | $ 138,286 | $ 0 | $ 586,797 |
Reverse recapitalization, shares | 2,366,465 | (41) | |||||
Reverse recapitalization, amount | $ 2,366 | (1,159,929) | (1,157,563) | ||||
Treasury stock retirement | (41) | 41 | |||||
Repurchase and cancellation of fractional shares, shares | (243) | ||||||
Repurchase and cancellation of fractional shares, amount | (1,061) | (1,061) | |||||
Private placement stock issue, shares | 1,204,820 | ||||||
Private placement stock issue, amount | $ 1,205 | 9,998,800 | 10,000,005 | ||||
Advance on future noncontrolling interest distribution | (200,000) | (200,000) | |||||
Net loss | (2,814,088) | (21,690) | (2,835,778) | ||||
Ending balance, shares at Dec. 31, 2019 | 1,136,815 | 3,571,001 | 0 | ||||
Ending balance, amount at Dec. 31, 2019 | $ 11,368,150 | $ 3,571 | (2,081,829) | $ 0 | (2,675,802) | (221,690) | 6,392,400 |
Conversion of preferred shares to common, shares | (1,136,815) | 2,273,630 | |||||
Conversion of preferred shares to common, amount | $ (11,368,150) | $ 2,274 | 11,365,876 | 0 | |||
Conversion of promissory note to common, shares | 179,101 | ||||||
Conversion of promissory note to common, amount | $ 179 | 1,611,732 | 1,611,911 | ||||
Issuance of common stock for intangible asset, shares | 60,000 | ||||||
Issuance of common stock for intangible asset, amount | $ 60 | 749,940 | 750,000 | ||||
Employee stock purchase program, shares | 3,735 | ||||||
Employee stock purchase program, amount | $ 4 | 39,326 | 39,330 | ||||
Share-based compensation, shares | 209,541 | ||||||
Share-based compensation, amount | $ 209 | 1,491,531 | 1,491,740 | ||||
Net loss | (4,356,440) | (88,705) | (4,445,145) | ||||
Ending balance, shares at Dec. 31, 2020 | 0 | 6,297,008 | 0 | ||||
Ending balance, amount at Dec. 31, 2020 | $ 0 | $ 6,297 | $ 13,176,576 | $ 0 | $ (7,032,242) | $ (310,395) | $ 5,840,236 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (4,445,145) | $ (2,835,778) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 291,370 | 119,951 |
Interest expense on convertible debt | 8,354 | 61,934 |
Interest expense on PPP loan | 3,174 | 0 |
Loss on disposal of asset | 2,897 | 15,944 |
Bad debt expense | 30,000 | 110,000 |
Inventory obsolescence | 318,076 | 120,442 |
Share-based compensation | 1,402,897 | 0 |
Non-cash lease expense | 117,598 | 99,009 |
Debt forgiveness, including interest | (586,174) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (961,462) | (324,368) |
Inventory | (719,810) | (401,647) |
Prepaid and other assets | (449,915) | (554,969) |
Accounts payable | (66,253) | (65,037) |
Accounts payable - related parties | 154,921 | (19,599) |
Accrued royalties and expenses | (25,870) | 282,004 |
Accrued liabilities | 890,824 | 1,224,713 |
Net cash used in operating activities | (4,034,518) | (2,167,401) |
Cash Flows From Investing Activities: | ||
Purchase of property and equipment | (544,374) | (182,825) |
Cash received in reverse acquisition | 0 | 508,973 |
Repurchase and cancellation of fractional shares | 0 | (1,061) |
Proceeds from disposal of assets | 0 | 301 |
Purchase of intangible assets | (1,100,000) | (1,522,485) |
Investment in equity securities | (1,100,000) | 0 |
Net cash flows used in investing activities | (2,744,374) | (1,197,097) |
Cash Flows From Financing Activities: | ||
Draw on line of credit | 0 | 2,200,000 |
Pay off line of credit | 0 | (2,200,000) |
Proceeds from PPP Loan | 583,000 | 0 |
Private placement stock issue | 0 | 10,000,005 |
Advance on future noncontrolling interest distribution | 0 | (200,000) |
Common stock issued for Employee Stock Purchase Plan | 39,330 | 0 |
Net cash flows provided by financing activities | 622,330 | 9,800,005 |
Net increase (decrease) in cash | (6,156,562) | 6,435,507 |
Cash, beginning of period | 6,611,928 | 176,421 |
Cash, end of period | 455,366 | 6,611,928 |
Cash paid during the period for: | ||
Interest | 0 | 43,985 |
Income taxes | 0 | 0 |
Supplemental Non-cash Investing and Financing Activities: | ||
Common stock issued for conversion of Series F preferred stock | 11,368,150 | 0 |
Common stock issued for conversion of related party debt and interest | 1,611,911 | 0 |
Common stock issuable in payment of intangible asset | 750,000 | 0 |
Common stock issued in reverse capitalization; less cash received of $508,973 | $ 0 | $ 1,666,537 |
1. NATURE OF BUSINESS AND BACKG
1. NATURE OF BUSINESS AND BACKGROUND | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. Our portfolio of products and services will allow us 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 our products, services, and technologies contributes to our overall goal of achieving better clinical outcomes at a lower overall cost for patients regardless of where they receive care. We strive 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 our surgical products beginning in the second half of March 2020. Additionally, most states limited access to SNFs to only resident caregivers, which impeded our ability to provide education and product training to the clinicians who use our products in these facilities. These restrictions resulted in an overall decline in sales for the second quarter of 2020. During the third and fourth quarters of 2020, we saw a strong rebound in product sales as restrictions on elective surgeries eased in our primary markets in Texas, Florida, and the southeastern United States. As a result of the COVID-19 pandemic, we significantly reduced costs in areas such as payroll, consulting, business travel, and other discretionary spending. The duration of the pandemic is uncertain; however, management believes that elective surgical procedures will continue to be performed with the exception of certain geographic COVID-19 hotspots. We will continue to closely monitor the COVID-19 pandemic in order to ensure the safety of our people and our ability to serve our customers and patients. Cellerate Acquisition On August 28, 2018, the Company consummated definitive agreements that continued the Company’s operations to market its principal products, CellerateRX Surgical Activated Collagen Peptides and CellerateRX Hydrolyzed Collagen wound fillers (“CellerateRX”), through a 50% ownership interest in a newly formed Texas limited liability company, Cellerate, LLC which began operations on September 1, 2018. The remaining 50% ownership interest was held by an affiliate of The Catalyst Group, Inc. (“Catalyst”), which acquired an exclusive world-wide license to distribute CellerateRX products. Cellerate, LLC conducts operations with an exclusive sublicense from the Catalyst affiliate to distribute CellerateRX products into the wound care and surgical markets in the United States, Canada and Mexico. On March 15, 2019, the Company acquired Catalyst’s 50% interest in Cellerate, LLC (“the Cellerate Acquisition”) in exchange for 1,136,815 shares of the Company’s newly created Series F Convertible Preferred Stock. Each share of Series F Convertible Preferred Stock was convertible at the option of the holder, at any time, into 2 shares of common stock, adjusted for the 1-for-100 reverse stock split of the Company’s common stock which became effective on May 10, 2019. Additionally, each holder of Series F Convertible Preferred Stock was entitled to vote on all matters submitted for a vote of the Company’s shareholders with votes equal to the number of shares of common stock into which such holder’s Series F Convertible Preferred Stock could then be converted. Based on the closing price of the Company’s common stock on March 15, 2019 and the conversion ratio of the Series F Convertible Preferred Stock, the fair value of the preferred shares issued to Catalyst was approximately $12.5 million. Following the closing of the Cellerate Acquisition, Mr. Ronald T. Nixon, Founder and Managing Partner of Catalyst, was elected to the Company’s board of directors effective March 15, 2019. The Cellerate Acquisition was accounted for as a reverse merger and recapitalization because, immediately following the completion of the transaction, Catalyst could obtain effective control of the Company upon conversion of its Series F Convertible Preferred Stock and promissory note, both of which could occur at Catalyst’s option. Additionally, officers and senior executive positions continued on as management of the combined entity after consummation of the Cellerate Acquisition. For accounting purposes, Cellerate, LLC was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Sanara MedTech. As part of the reverse merger and recapitalization, the net liabilities existing in the Company as of the date of the Cellerate Acquisition totaling approximately $1,666,537, which included $508,973 of cash, were converted to equity. No step-up in basis or intangible assets or goodwill was recorded in the Cellerate Acquisition. Reverse Stock Split Effective May 10, 2019, the Company effected a reverse stock split of the issued and outstanding shares of the Company’s common stock at a ratio of one share for every one-hundred shares. All share and per share information in the consolidated financial statements and the accompany notes have been adjusted to reflect the reverse stock split. Concurrent with the reverse stock split, the Company changed its corporate name from Wound Management Technologies, Inc. to Sanara MedTech Inc. The reverse stock split did not change a shareholder’s ownership percentage of the Company's common stock, except for the small effect where the reverse stock split would result in a shareholder owning a fractional share. No fractional shares were issued as a result of the reverse split. Shareholders who were otherwise entitled to receive a fractional share received a cash payment based on the market price of a share of the common stock on May 13, 2019. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sanara MedTech Inc. and its wholly owned subsidiaries. The consolidated financial statements also include the accounts of Sanara Pulsar, which is owned 60% by the Company’s wholly owned subsidiary Cellerate, LLC, and 40% owned by Wound Care Solutions, Limited, an unaffiliated company registered in the United Kingdom (“WCS”). 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 our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and determined there was not a material impact on our estimates and assumptions used in preparing our consolidated financial statements as of and for the year ended December 31, 2020. However, actual results could differ from those estimates and there may be changes to our 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, 2020 and 2019 due to the Company’s net loss. The calculation of basic and diluted net loss per share for the years ended December 31, 2020 and 2019 are as follows: December 31, 2020 2019 Numerator for basic and diluted net loss per share: Net loss attributable to Sanara MedTech common shareholders $ (4,356,440 ) $ (2,814,088 ) Denominator for basic and diluted net loss per share: Weighted average shares used to compute diluted net loss per share 5,734,537 2,132,745 Basic and diluted net loss per share attributable to common shareholders $ (0.76 ) $ (1.32 ) 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, 2020 and 2019 as such shares would have had an anti-dilutive effect: As of December 31, 2020 2019 Stock options 11,500 11,500 Convertible debt - 178,173 Preferred shares - 2,273,630 Unvested restricted stock 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 2019 or 2020. 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 twelve months ended December 31, 2020 and 2019. All revenue was generated in the United States; therefore, no geographical disaggregation was necessary. Year Ended December 31, 2020 2019 Product sales revenue $ 15,385,976 $ 11,607,638 Royalty revenue 201,000 159,125 Total Revenue $ 15,586,976 $ 11,766,763 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. Under the terms of the development and license agreement, royalties of 2.0% are recognized on sales of products containing the Company’s patented resorbable bone hemostasis. The minimum annual royalty due to the Company is $201,000 per year throughout the life of the patent which expires in 2023. These royalties are payable in quarterly installments of $50,250. To date, royalties related to this development and licensing agreement have not exceeded the annual minimum amount of $201,000 ($50,250 per quarter). 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 $30,000 and $110,000 in 2020 and 2019, respectively. The allowance for doubtful accounts at December 31, 2020 was $64,989 and $60,012 at December 31, 2019. Bad debt reserves are maintained based on a variety of factors, including the length of time receivables are past due and a detailed review of certain individual customer accounts. The Company also establishes other allowances to ensure accounts receivable are not overstated due to customer rebates and product returns. These allowances totaled $35,200 at December 31, 2020 and $13,150 at December 31, 2019. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The Company considered the impact of COVID-19 in its analysis of receivables and determined its accounts receivable allowances were appropriate at December 31, 2020. 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 $318,076 in 2020 and $120,442 in 2019. The allowance for obsolete and slow-moving inventory had a balance of $276,603 at December 31, 2020, and $43,650 at December 31, 2019. The Company considered the impact of COVID-19 on its recorded value of inventory and determined no adjustment was necessary as of December 31, 2020. 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: December 31, December 31, 2020 2019 Computers $ 87,252 $ 87,310 Office equipment 22,597 22,312 Furniture and fixtures 205,871 153,995 Leasehold improvements 2,030 2,030 Capitalized software development costs 485,530 - 803,280 265,647 Less accumulated depreciation (124,691 ) (60,694 ) Property and equipment, net $ 678,589 $ 204,953 Depreciation expense related to property and equipment was $67,842 for the twelve months ended December 31, 2020, and $29,940 for the twelve months ended December 31, 2019. 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, 2020. 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, 2020 and 2019. Investments in Equity Securities The Company’s equity investments consist of non-marketable equity securities in privately held companies without readily determinable fair values, and 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 has reviewed the carrying value of its investments and has determined there was no impairment or observable price changes as of December 31, 2020. 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 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. Research and Development Costs Research and development expenses include costs for contracted services related to improvements to manufacturing processes, enhancements to the Company’s currently available products, and additional investments in the product and platform development pipeline. The Company expenses research and development costs as incurred. Recently Adopted Accounting Pronouncements In 2019, the Company changed its method of accounting for leases due to the adoption of ASU No. 2016-02, Leases; as modified by ASUs 2018-01, 2018-10, 2018-11, and 2018-20. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifications to Accounting for Income Taxes, which removes certain exceptions to the general principles of Topic 740 and adds guidance to reduce complexity in accounting for income taxes. The ASU is effective for annual and interim periods in fiscal years beginning December 15, 2020. The Company is currently evaluating the impact of the adoption of this standard on the Company's consolidated financial statements. |
3. NOTES PAYABLE
3. NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | Convertible Notes Payable – Related Party As part of the Cellerate Acquisition, the Company issued a 30-month convertible promissory note to CGI Cellerate RX, LLC (“CGI Cellerate RX”), an affiliate of The Catalyst Group, Inc. (“Catalyst”), in the principal amount of $1,500,000, bearing interest at a 5% annual interest rate, compounded quarterly. Interest on the promissory note was payable quarterly but could have been deferred at the Company’s election to the maturity of the promissory note. Outstanding principal and interest were convertible at CGI Cellerate RX’s option into shares of the Company’s common stock at a conversion price of $9.00 per share. On February 7, 2020, CGI Cellerate RX converted its $1,500,000 promissory note, including accrued interest of $111,911, into 179,101 shares of the Company’s common stock. As of December 31, 2020, there were no related party promissory notes or accrued interest outstanding. The table below summarizes amounts due to related parties, including accrued interest separately recorded, as of December 31, 2020 and 2019: Principal Amount Accrued Interest Note Payable Terms of the agreement 2020 2019 2020 2019 August 27, 2018 Promissory Note A $1,500,000 note payable (i) interest accrues at 5% per annum and compounds quarterly (ii) original maturity date of March 1, 2021 $ - $ 1,500,000 $ - $ 103,557 Total $ - $ 1,500,000 $ - $ 103,557 |
4. INTANGIBLE ASSETS
4. INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | The carrying values of the Company’s finite-lived intangible assets were as follows: December 31, 2020 December 31, 2019 Accumulated Accumulated Cost Amortization Net Cost Amortization Net Product Licenses $ 3,350,000 $ (264,909 ) $ 3,085,091 $ 1,500,000 $ (48,876 ) $ 1,451,124 Patent 510,310 (510,310 ) - 510,310 (510,310 ) - Software and Other 64,464 (51,889 ) 12,575 64,464 (44,394 ) 20,070 Total $ 3,924,774 $ (827,108 ) $ 3,097,666 $ 2,074,774 $ (603,580 ) $ 1,471,194 During the first quarter of 2020, the Company paid a $500,000 milestone payment to Rochal Industries, LLC (“Rochal”), a related party, upon FDA clearance of BIAKŌS Antimicrobial Wound Gel pursuant to the terms of the BIAKŌS License Agreement. The milestone payment was recorded as an addition to intangible assets. During the second quarter of 2020, the Company entered into the Debrider License Agreement which required an initial payment of $1,350,000 to Rochal which consisted of $600,000 in cash and $750,000 in the Company’s common stock. As of December 31, 2020, the weighted-average amortization period for all intangible assets was 12.8 years. Amortization expense related to intangible assets was $223,528 for the twelve months ended December 31, 2020 and $90,011 for the twelve months ended December 31, 2019. The estimated remaining amortization expense as of December 31, 2020 is as follows: 2021 $ 258,059 2022 255,645 2023 250,564 2024 250,564 2025 250,564 Thereafter 1,832,270 Total $ 3,097,666 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 has created an impairment loss on the Company’s intangible assets as of December 31, 2020. Accordingly, there was no impairment loss recognized on the Company’s intangible assets during the twelve months ended December 31, 2020. |
5. CUSTOMERS AND SUPPLIERS
5. CUSTOMERS AND SUPPLIERS | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
CUSTOMERS AND SUPPLIERS | The Company had no customers in 2020 that accounted for at least 10% of Company’s annual sales or whose accounts receivable exceeded 10% of the year-end balance. The Company had one customer which accounted for approximately 10% of Company’s sales in 2019, and one customer that accounted for 10% of the outstanding accounts receivable at the end of 2019. The Company purchases all raw materials inventory for its principal product from one vendor. If this vendor became unable to provide materials in a timely manner and the Company was unable to find alternative vendors, the Company's business, operating results and financial condition would be materially adversely affected. |
6. COMMITMENTS AND CONTINGENCIE
6. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
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. Minimum royalties of $400,000 per year are payable for the first five years of the sublicense agreement. For the years ended December 31, 2020 and 2019, royalties due under the terms of this agreement totaled $479,809 and $400,000, respectively. 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. Recent and future commitments under the terms of the BIAKŌS License Agreement include: ● In March 2021, the Company issued 20,834 shares of its common stock to Rochal as full payment of a $750,000 milestone which became due upon the Company’s public offering of common stock in February 2021. ● The Company will pay Rochal a royalty of 2-4% of net sales. The minimum annual royalty due to Rochal was $100,000 in 2020 and will increase by 10% each subsequent calendar year up to a maximum amount of $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 during any calendar year. 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, 2020 and 2019, royalty expense recognized under this agreement was $100,000 and $1,206, respectively. 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% of net sales. The minimum annual royalty due to Rochal will be $50,000 beginning with the first full calendar year following the year in which first commercial sales of the products occur. The annual minimum royalty will increase by 10% each subsequent calendar year up to a maximum amount of $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 during any calendar year. 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, 2020. 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 Rochal issues a purchase order to its contract manufacturer for the first good manufacturing practice run of the licensed products, the Company will pay Rochal $600,000 in cash. ● Upon FDA clearance of the licensed products, the Company will pay Rochal $500,000 in cash and $1,000,000, which at the Company’s option may be paid in any combination of cash and its common stock. ● The Company will pay Rochal a royalty of 2-4% of net sales. The minimum annual royalty due to Rochal will be $100,000 beginning with the first full calendar year following the year in which first commercial sales of the licensed products occur and increase by 10% each subsequent calendar year up to a maximum amount of $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 during any calendar year. 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, 2020. 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% royalty on product sales over the life of the patent, which expires in 2023, with annual minimum royalties of $201,000. The Company pays two unrelated third parties a combined royalty equal to eight percent (8%) of the Company’s net revenues or minimum royalties generated from products that utilize the Company’s acquired patented bone hemostat and delivery system. To date, royalties received by the Company related to this licensing agreement have not exceeded the annual minimum of $201,000 ($50,250 per quarter). Therefore, the Company’s annual royalty obligation under the terms of the license agreement has been $16,080 ($4,020 per quarter). Other Commitments At the time of the formation of Sanara Pulsar, it and 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 and recorded the payment as a reduction of non-controlling interests. In the event WCS’s Form K-l from Sanara Pulsar for the year 2020 does not allocate to WCS net income of at least $200,000 (the “Target Net Income”), then Cellerate, LLC will, within 30 days after such determination, pay WCS the amount of funds representing the difference between the Target Net Income and the actual amount of net income shown on WCS’s Form K-1 for the year 2020. For each of the years 2021 through 2024 the Target Net Income will increase by 10%, and in the event WCS’s Form K-1 for any of those years does not allocate to WCS net income in an amount at least equal to the Target Net Income for such year, then Cellerate, LLC will, within 30 days after such determination, pay WCS the amount of funds representing the difference between the Target Net Income and the actual amount of net income shown on WCS’s Form K-1 for the applicable year. All other distributions made by Sanara Pulsar to its members, not including tax distributions, will be made exclusively to Cellerate, LLC until such time as Cellerate, LLC has received an amount of distributions equal to all such advances to WCS. |
7. OPERATING LEASES
7. OPERATING LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
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. In accordance with the transition guidance of ASC 842, such arrangements are included on the consolidated balance sheets as of January 1, 2019. 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 operating leases: an office space lease with a remaining lease term of 42 months and a copier lease with a remaining lease term of seven months as of December 31, 2020. In accordance with the transition guidance of ASC 842, such arrangements are included on the consolidated balance sheets as of January 1, 2019. All other leases are short-term leases, which for practical expediency, the Company has elected to not recognize as lease assets and lease liabilities. In March 2017, the Company executed a new office lease for office space located in Fort Worth, Texas. On July 1, 2019, the Company amended the office lease agreement which became effective on August 22, 2019 upon completion by the landlord of certain leasehold improvements. Under the terms of the amended lease agreement, the Company leased an additional 1,682 rentable square feet of office space, which brought the total square footage leased to 5,877. The amended lease agreement extended the original term of the lease for a period of 36 months through June 30, 2024. The monthly base rental payments under the amended lease agreement are as follows: From Through Monthly Base Rental August 22, 2019 June 30, 2020 $ 12,243.75 July 1, 2020 June 30, 2021 $ 12,488.63 July 1, 2021 June 30, 2022 $ 12,488.63 July 1, 2022 June 30, 2023 $ 12,733.50 July 1, 2023 June 30, 2024 $ 12,978.38 As the implicit rate in the leases is not determinable, the discount rate applied to determine the present value of lease payments is the Company’s incremental borrowing rate of 6.25%. The office space lease agreement contains no renewal terms, so no lease liability is recorded beyond the termination date. The copier lease can be automatically renewed but no lease liability is recorded beyond the initial termination date as exercising this option is not reasonably certain. In accordance with ASC Topic 842, the Company has recorded lease assets of $467,653 and a related lease liability of $481,384 as of December 31, 2020. The Company recorded amortization expense of $117,598 in 2020 for its leased assets. Cash paid in 2020 for amounts included in the measurement of operating lease liabilities as of December 31, 2020 was $150,886. The present value of our operating lease liabilities is shown below. Maturity of Operating Lease Liabilities December 31, 2020 2021 $ 151,317 2022 151,333 2023 154,271 2024 77,870 2025 - Thereafter - Total lease payments 534,791 Less imputed interest (53,407 ) Present Value of Lease Liabilities $ 481,384 Operating lease liability - current 125,587 Operating lease liability – long term 355,797 As of December 31, 2020, our operating leases have a weighted average remaining lease term of 3.5 years and a weighted average discount rate of 6.25%. |
8. STOCKHOLDERS' EQUITY
8. STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | Preferred Stock On March 13, 2019, the Company established a new series of preferred stock consisting of 1,200,000 shares of Series F Convertible Preferred Stock, par value of $10.00 per share. Each share of Series F Convertible Preferred Stock was convertible at the option of the holder, at any time, into 2 shares of common stock. Additionally, each holder of Series F Convertible Preferred Stock was entitled to vote on all matters submitted for a vote of the Company’s shareholders with votes equal to the number of shares of common stock into which such holder’s Series F Convertible Preferred shares could then be converted. The Series F Convertible Preferred Stock ranked senior to the Company’s common stock as to the payment of dividends (if any) and the distribution of assets. Upon liquidation of the Company, holders of Series F Convertible Preferred Stock were entitled to a liquidation preference of $5.00 per share. On February 7, 2020, CGI Cellerate RX, an affiliate of Catalyst, converted its entire holdings of its 30-month $1,500,000 convertible promissory note and 1,136,815 shares of Series F Convertible Preferred Stock into shares of the Company’s common stock. The Company issued an aggregate of 2,452,731 shares of common stock in the conversions. After the conversions, Catalyst and its affiliates controlled the voting of a total of 3,416,587 shares of the Company’s common stock, which represented 54.3% of the 6,297,008 shares of common stock outstanding as of December 31, 2020. 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 May 10, 2019 the Company effected a 1-for-100 reverse stock split of the Company’s issued and outstanding shares of common stock. Concurrent with the reverse stock split, the Company changed its corporate name from Wound Management Technologies, Inc. to Sanara MedTech Inc. The reverse stock split was previously approved by shareholders of a majority of the Company’s outstanding voting stock on March 21, 2019. On May 10, 2019, the Company’s common stock began trading on the OTCQB market under the symbol “WNDMD” and traded under that symbol until June 6, 2019, at which time the Company changed its trading symbol to “SMTI”. The post-split common stock is traded under a new CUSIP number 79957L100. In connection with the reverse stock split, the Company also made a corresponding adjustment to the Company’s authorized capital stock to reduce the authorized common stock to 20,000,000 shares and the authorized preferred stock to 2,000,000 shares, effective May 10, 2019. The reverse stock split did not change shareholders’ ownership percentage of the Company's common stock, except for the small effect where the reverse stock split would result in a shareholder owning a fractional share. No fractional shares were issued as a result of the reverse split. Shareholders who were otherwise entitled to receive a fractional share received a cash payment based on the market price of a share of the common stock on May 13, 2019. On October 15, 2019, Company closed a private placement of 1,204,820 shares of its common stock at a price of $8.30 per share. All shares sold by the Company were newly issued shares. The purchasers in the offering were related party entities to three members of the Company’s board of directors. On February 21, 2020, the Company filed a Registration Statement on Form S-8 which registered an aggregate of 2,000,000 shares of its common stock that may be issued under the Sanara MedTech Inc. 2014 Omnibus Long-Term Incentive Plan. The Registration Statement on Form S-8 also covers such additional and indeterminate number of securities as may become issuable pursuant to the provisions of the plan relating to adjustments for changes resulting from a share dividend, share split or similar change. At the Company’s Annual Meeting of Shareholders held on July 9, 2020, the Company approved the Restated 2014 Omnibus Long-Term Incentive Plan (the “LTIP Plan”) in which the Company’s directors, officers, employees and consultants are eligible to participate. A total of 248,276 shares had been issued under the LTIP Plan and 1,751,724 were available to issue as of December 31, 2020. Restricted Stock Awards During the year ended December 31, 2020, 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 209,541 shares, net of forfeitures, of restricted common stock to Company employees, directors, and certain consultants of the Company. The fair value of these awards is based on the closing price of the Company’s common stock on the respective grant dates; then, is recognized as compensation expense on a straight-line basis over the vesting period of the award. • The Company also issued 3,735 restricted shares to certain employees under a restricted stock purchase program which was made available to all employees in April 2020. Share-based compensation expense related to the stock purchase program was determined as the fair value of the stock at purchase date in excess of its purchase price. The stock purchase program ended on December 31, 2020. Share-based compensation expense of $1,402,897, of which $92,516 related to the stock purchase program, was recognized in selling, general and administrative expenses during the twelve months ended December 31, 2020. No share-based expense was recognized during the twelve months ended December 31, 2019. At December 31, 2020, there was $1,470,827 of total unrecognized share-based compensation expense related to unvested share-based equity awards. Unrecognized share-based compensation expense is expected to be recognized over a weighted-average period of 0.9 years. Below is a summary of restricted stock activity for the twelve months ended December 31, 2020: For the Year Ended December 31, 2020 Shares Weighted Average Grant Date Fair Value Non-vested at beginning of period - $ - Granted 214,894 14.05 Vested (43,098 ) 13.58 Forfeited (1,618 ) 11.15 Non-vested at December 31, 2020 170,178 $ 14.20 Stock Options A summary of the status of outstanding stock options at December 31, 2020 and changes during the twelve-month period then ended is presented below: For the Year Ended December 31, 2020 Weighted Average Weighted Average Remaining Options Exercise Price Contract Life Outstanding at beginning of period 11,500 $ 6.00 Granted - - Exercised - - Forfeited - $ - Expired - - Outstanding at December 31, 2020 11,500 $ 6.00 2.0 Exercisable at December 31, 2020 11,500 $ 6.00 2.0 |
9. INCOME TAXES
9. INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
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, 2020 was approximately $13.5 million, of which, approximately $5.5 million, generated in 2017 and prior, will expire between 2021 and 2037. Under the Tax Cuts and Jobs Act, the NOL generated in 2018, 2019 and 2020, of approximately $8.0 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: 2020 2019 Net operating loss carry forwards $ 2,827,835 $ 1,876,114 Valuation allowance (2,827,835 ) (1,876,114 ) Net non-current deferred tax asset $ - $ - A 100% valuation allowance has been provided for all deferred tax assets, as the ability of the Company to generate sufficient taxable income in the future is uncertain. Reconciliations of the expected federal income tax benefit based on the statutory income tax rate of 21% to the actual benefit for the years ended December 31, 2020 and 2019 are listed below. 2020 2019 Expected federal income tax benefit $ 914,852 $ 605,767 Goodwill amortization - 65,957 Change in valuation allowance (1,020,111 ) (294,050 ) NOL carryover adjusted for expiration 111,345 (302,134 ) Pass through entity income allocation - (94,151 ) Meals and entertainment (24,859 ) (29,741 ) Stock-based compensation (103,657 ) 48,352 PPP Loan Forgiveness 122,430 - Income tax expense (benefit) $ - $ - All tax years starting with 2017 are open for examination. |
10. DEBT AND CREDIT FACILITIES
10. DEBT AND CREDIT FACILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT AND CREDIT FACILITIES | Revolving Line of Credit In December 2018, Cellerate, LLC executed agreements with Cadence Bank, N.A.(“Cadence”) which provided Cellerate, LLC access to a revolving line of credit up to a maximum principal amount of $1,000,000. The line of credit was used to support the short-term working capital requirements of Cellerate, LLC. On June 21, 2019, the Company modified the revolving line of credit with Cadence to increase the maximum principal amount from $1,000,000 to $2,500,000. On October 16, 2019, the Company paid down the entire $2,200,000 balance of the revolving line of credit with cash proceeds received from a private placement of the Company’s common stock. This revolving line of credit matured on June 19, 2020. See Note 13 Promissory Note – Paycheck Protection Program On April 22, 2020, the Company executed an unsecured promissory note (the “PPP Loan”) to Cadence Bank, N.A. (“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 and bore interest at a fixed rate of 1.00% per annum. Under the terms of the PPP and the CARES Act, the Company applied for forgiveness of the full amount due on the PPP Loan. In November 2020, the full amount of the PPP Loan, including accrued interest, was forgiven and reported under Other income in the consolidated statements of operations. |
11. INVESTMENT IN EQUITY SECURI
11. INVESTMENT IN EQUITY SECURITIES | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Investments [Abstract] | |
INVESTMENT IN EQUITY SECURITIES | The Company’s equity investments consist of non-marketable equity securities in privately held companies without readily determinable fair values, and 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 long-term investment in July 2020 to purchase certain non-marketable securities consisting of 7,142,857 Series B-2 Preferred Shares of Direct Dermatology Inc. (“DirectDerm”), representing 2.9% ownership of DirectDerm at that time. Through this investment, the Company received exclusive rights to utilize DirectDerm’s technology in all acute and post-acute care settings such as skilled nursing facilities, home health, and wound clinics. The Company does not have the ability to exercise significant influence over DirectDerm’s operating and financial activities. On November 9, 2020, the Company entered into agreements to purchase certain non-marketable securities consisting of 150,000 shares of Series A Convertible Preferred Stock (the “Series A Stock”) of Precision Healing Inc. (“Precision Healing”) for an aggregate purchase price of $600,000. The Series A Stock is convertible into 150,000 shares of common stock of Precision Healing and has a senior liquidity preference relative to the common shareholders. The Company invested an additional $600,000 in February 2021 for 150,000 additional shares of Series A Stock. The additional shares of Series A Stock will convert into shares of common stock of Precision Healing at a ratio based on the date Precision Healing delivers a development milestone related to a wound diagnostic tool currently under development. 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, 2020. |
12. RELATED PARTIES
12. RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | Payables to Related Parties The Company had outstanding payables to related parties totaling $223,589 at December 31, 2020, and $68,668 at December 31, 2019. Manufacturing and Technical Services Agreements – related parties On September 9, 2020, the Company executed a manufacturing agreement with Rochal. Under the terms of the manufacturing agreement, Rochal agreed to manufacture, package, and label products licensed from Rochal by the Company. The manufacturing agreement includes customary terms and conditions for the Company’s industry. 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, 2020, the Company incurred $285,155 of inventory manufacturing costs with Rochal. On September 9, 2020, the Company 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 the Company for wound care, skin care and surgical site care applications. The technical services agreement includes customary terms and conditions for the Company’s industry. For the year ended December 31, 2020, the Company incurred $364,881 of costs for Rochal technical services. The Company may terminate this agreement at any time. |
13. SUBSEQUENT EVENTS
13. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | In accordance with applicable accounting standards for the disclosure of events that occur after the balance sheet date but before the financial statements are issued, all significant events or transactions that occurred after December 31, 2020, are outlined below. Public Offering of Common Stock On February 12, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. as representative of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 1,100,000 shares of the Company’s common stock to the Underwriters at a price to the public of $25.00 per share, less underwriting discounts and commissions (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 165,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions, which the Underwriters exercised in full. The Offering, including the 165,000 additional shares of Common Stock, closed on February 17, 2021. The net proceeds to the Company from the Offering were approximately $28.9 million, after (i) giving effect to the Underwriter’s full exercise of its option to purchase additional shares of Common Stock, and (ii) deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. Through an insured cash sweep service, the net proceeds have been deposited in accounts insured by the Federal Deposit Insurance Corporation. The Company may invest the net proceeds in investment-grade, interest-bearing securities such as money market funds, certificates of deposit, or direct or guaranteed obligations of the U.S. government. The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. 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 million revolving line of credit. The revolving line of credit matures on January 13, 2023, and is secured by substantially all of the Company’s assets. Any amounts outstanding will bear interest of 0.75% plus the “Prime Rate” designated in the “Money Rates” section of the Wall Street Journal. Proceeds from the line of credit are to be used to provide the Company with additional working capital in support of current assets and for other general corporate purposes and may not be used for acquisitions. The line of credit contains customary representations and warranties and requires the Company to maintain compliance with certain financial covenants, including, among others, a minimum liquidity of $1,000,000 as of December 31, 2020 and March 31, 2021, a minimum Tangible Net Worth (as defined in the Loan Agreement) of $1,000,000 and, beginning with the fiscal quarter ending June 30, 2021, a minimum Interest Coverage Ratio (as defined in the Loan Agreement) of 1.5 to 1.0. The Loan Agreement also contains customary events of default. If such an event of default occurs, Cadence would be entitled to take various actions, including the acceleration of amounts due under the Loan Agreement. The Company generally may (and must, under certain circumstances) prepay all or a portion of the principal outstanding on the revolving line of credit prior to its contractual maturity. On February 11, 2020, the Company made an $800,000 draw on the revolving line of credit. On February 19, the Company paid down the entire balance of the revolving line of credit. As of March 30, 2021, there were no outstanding amounts owed by the Company under the Loan Agreement. Equity Exchange Agreement The sale of the shares of the Company’s common stock was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant tot he exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder as a sale to accredited investors with whom the Company had a pre-existing relationship. |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of Sanara MedTech Inc. and its wholly owned subsidiaries. The consolidated financial statements also include the accounts of Sanara Pulsar, which is owned 60% by the Company’s wholly owned subsidiary Cellerate, LLC, and 40% owned by Wound Care Solutions, Limited, an unaffiliated company registered in the United Kingdom (“WCS”). 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 our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and determined there was not a material impact on our estimates and assumptions used in preparing our consolidated financial statements as of and for the year ended December 31, 2020. However, actual results could differ from those estimates and there may be changes to our 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, 2020 and 2019 due to the Company’s net loss. The calculation of basic and diluted net loss per share for the years ended December 31, 2020 and 2019 are as follows: December 31, 2020 2019 Numerator for basic and diluted net loss per share: Net loss attributable to Sanara MedTech common shareholders $ (4,356,440 ) $ (2,814,088 ) Denominator for basic and diluted net loss per share: Weighted average shares used to compute diluted net loss per share 5,734,537 2,132,745 Basic and diluted net loss per share attributable to common shareholders $ (0.76 ) $ (1.32 ) 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, 2020 and 2019 as such shares would have had an anti-dilutive effect: As of December 31, 2020 2019 Stock options 11,500 11,500 Convertible debt - 178,173 Preferred shares - 2,273,630 Unvested restricted stock 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 2019 or 2020. 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 twelve months ended December 31, 2020 and 2019. All revenue was generated in the United States; therefore, no geographical disaggregation was necessary. Year Ended December 31, 2020 2019 Product sales revenue $ 15,385,976 $ 11,607,638 Royalty revenue 201,000 159,125 Total Revenue $ 15,586,976 $ 11,766,763 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. Under the terms of the development and license agreement, royalties of 2.0% are recognized on sales of products containing the Company’s patented resorbable bone hemostasis. The minimum annual royalty due to the Company is $201,000 per year throughout the life of the patent which expires in 2023. These royalties are payable in quarterly installments of $50,250. To date, royalties related to this development and licensing agreement have not exceeded the annual minimum amount of $201,000 ($50,250 per quarter). |
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 $30,000 and $110,000 in 2020 and 2019, respectively. The allowance for doubtful accounts at December 31, 2020 was $64,989 and $60,012 at December 31, 2019. Bad debt reserves are maintained based on a variety of factors, including the length of time receivables are past due and a detailed review of certain individual customer accounts. The Company also establishes other allowances to ensure accounts receivable are not overstated due to customer rebates and product returns. These allowances totaled $35,200 at December 31, 2020 and $13,150 at December 31, 2019. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The Company considered the impact of COVID-19 in its analysis of receivables and determined its accounts receivable allowances were appropriate at December 31, 2020. |
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 $318,076 in 2020 and $120,442 in 2019. The allowance for obsolete and slow-moving inventory had a balance of $276,603 at December 31, 2020, and $43,650 at December 31, 2019. The Company considered the impact of COVID-19 on its recorded value of inventory and determined no adjustment was necessary as of December 31, 2020. |
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: December 31, December 31, 2020 2019 Computers $ 87,252 $ 87,310 Office equipment 22,597 22,312 Furniture and fixtures 205,871 153,995 Leasehold improvements 2,030 2,030 Capitalized software development costs 485,530 - 803,280 265,647 Less accumulated depreciation (124,691 ) (60,694 ) Property and equipment, net $ 678,589 $ 204,953 Depreciation expense related to property and equipment was $67,842 for the twelve months ended December 31, 2020, and $29,940 for the twelve months ended December 31, 2019. 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, 2020. 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, 2020 and 2019. |
Investment in Equity Securities | The Company’s equity investments consist of non-marketable equity securities in privately held companies without readily determinable fair values, and 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 has reviewed the carrying value of its investments and has determined there was no impairment or observable price changes as of December 31, 2020. |
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 m 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. |
Research and Development Costs | Research and development expenses include costs for contracted services related to improvements to manufacturing processes, enhancements to the Company’s currently available products, and additional investments in the product and platform development pipeline. The Company expenses research and development costs as incurred. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In 2019, the Company changed its method of accounting for leases due to the adoption of ASU No. 2016-02, Leases; as modified by ASUs 2018-01, 2018-10, 2018-11, and 2018-20. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifications to Accounting for Income Taxes, which removes certain exceptions to the general principles of Topic 740 and adds guidance to reduce complexity in accounting for income taxes. The ASU is effective for annual and interim periods in fiscal years beginning December 15, 2020. The Company is currently evaluating the impact of the adoption of this standard on the Company's consolidated financial statements. |
2. SUMMARY OF SIGNIFICANT ACC_3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basic and diluted net loss per share | December 31, 2020 2019 Numerator for basic and diluted net loss per share: Net loss attributable to Sanara MedTech common shareholders $ (4,356,440 ) $ (2,814,088 ) Denominator for basic and diluted net loss per share: Weighted average shares used to compute diluted net loss per share 5,734,537 2,132,745 Basic and diluted net loss per share attributable to common shareholders $ (0.76 ) $ (1.32 ) |
Anti-dilutive securities | As of December 31, 2020 2019 Stock options 11,500 11,500 Convertible debt - 178,173 Preferred shares - 2,273,630 Unvested restricted stock 170,178 - |
Disaggregation of revenue | Year Ended December 31, 2020 2019 Product sales revenue $ 15,385,976 $ 11,607,638 Royalty revenue 201,000 159,125 Total Revenue $ 15,586,976 $ 11,766,763 |
Property and equipment | December 31, December 31, 2020 2019 Computers $ 87,252 $ 87,310 Office equipment 22,597 22,312 Furniture and fixtures 205,871 153,995 Leasehold improvements 2,030 2,030 Capitalized software development costs 485,530 - 803,280 265,647 Less accumulated depreciation (124,691 ) (60,694 ) Property and equipment, net $ 678,589 $ 204,953 |
3. NOTES PAYABLE (Tables)
3. NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
Notes payable | Principal Amount Accrued Interest Note Payable Terms of the agreement 2020 2019 2020 2019 August 27, 2018 Promissory Note A $1,500,000 note payable (i) interest accrues at 5% per annum and compounds quarterly (ii) original maturity date of March 1, 2021 $ - $ 1,500,000 $ - $ 103,557 Total $ - $ 1,500,000 $ - $ 103,557 |
4. INTANGIBLE ASSETS (Tables)
4. INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | December 31, 2020 December 31, 2019 Accumulated Accumulated Cost Amortization Net Cost Amortization Net Product Licenses $ 3,350,000 $ (264,909 ) $ 3,085,091 $ 1,500,000 $ (48,876 ) $ 1,451,124 Patent 510,310 (510,310 ) - 510,310 (510,310 ) - Software and Other 64,464 (51,889 ) 12,575 64,464 (44,394 ) 20,070 Total $ 3,924,774 $ (827,108 ) $ 3,097,666 $ 2,074,774 $ (603,580 ) $ 1,471,194 |
Estimated remaining amortization expense | 2021 $ 258,059 2022 255,645 2023 250,564 2024 250,564 2025 250,564 Thereafter 1,832,270 Total $ 3,097,666 |
7. OPERATING LEASES (Tables)
7. OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Monthly base rent | From Through Monthly Base Rental August 22, 2019 June 30, 2020 $ 12,243.75 July 1, 2020 June 30, 2021 $ 12,488.63 July 1, 2021 June 30, 2022 $ 12,488.63 July 1, 2022 June 30, 2023 $ 12,733.50 July 1, 2023 June 30, 2024 $ 12,978.38 |
Maturity of operating lease liabilities | December 31, 2020 2021 $ 151,317 2022 151,333 2023 154,271 2024 77,870 2025 - Thereafter - Total lease payments 534,791 Less imputed interest (53,407 ) Present Value of Lease Liabilities $ 481,384 Operating lease liability - current 125,587 Operating lease liability – long term 355,797 |
8. STOCKHOLDERS' EQUITY (Tables
8. STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Restricted stock activity | For the Year Ended December 31, 2020 Shares Weighted Average Grant Date Fair Value Non-vested at beginning of period - $ - Granted 214,894 14.05 Vested (43,098 ) 13.58 Forfeited (1,618 ) 11.15 Non-vested at December 31, 2020 170,178 $ 14.20 |
Stock option activity | For the Year Ended December 31, 2020 Weighted Average Weighted Average Remaining Options Exercise Price Contract Life Outstanding at beginning of period 11,500 $ 6.00 Granted - - Exercised - - Forfeited - $ - Expired - - Outstanding at December 31, 2020 11,500 $ 6.00 2.0 Exercisable at December 31, 2020 11,500 $ 6.00 2.0 |
9. INCOME TAXES (Tables)
9. INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | 2020 2019 Net operating loss carry forwards $ 2,827,835 $ 1,876,114 Valuation allowance (2,827,835 ) (1,876,114 ) Net non-current deferred tax asset $ - $ - |
Income tax expense (benefit) | 2020 2019 Expected federal income tax benefit $ 914,852 $ 605,767 Goodwill amortization - 65,957 Change in valuation allowance (1,020,111 ) (294,050 ) NOL carryover adjusted for expiration 111,345 (302,134 ) Pass through entity income allocation - (94,151 ) Meals and entertainment (24,859 ) (29,741 ) Stock-based compensation (103,657 ) 48,352 PPP Loan Forgiveness 122,430 - Income tax expense (benefit) $ - $ - |
2. SUMMARY OF SIGNIFICANT ACC_4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator for basic and diluted net loss per share: | ||
Net loss attributable to Sanara MedTech common shareholders | $ (4,356,440) | $ (2,814,088) |
Denominator for basic and diluted net loss per share: | ||
Weighted average shares used to compute diluted net loss per share | 5,734,537 | 2,132,745 |
Basic and diluted net loss per share attributable to common shareholders | $ (0.76) | $ (1.32) |
2. SUMMARY OF SIGNIFICANT ACC_5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | ||
Anti-dilutive securities | 11,500 | 11,500 |
Convertible Debt | ||
Anti-dilutive securities | 0 | 178,173 |
Preferred Shares | ||
Anti-dilutive securities | 0 | 2,273,630 |
Unvested Restricted Stock | ||
Anti-dilutive securities | 170,178 | 0 |
2. SUMMARY OF SIGNIFICANT ACC_6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 15,586,976 | $ 11,766,763 |
Product Sales Revenue | ||
Total revenue | 15,385,976 | 11,607,638 |
Royalty Revenue | ||
Total revenue | $ 201,000 | $ 159,125 |
2. SUMMARY OF SIGNIFICANT ACC_7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 803,280 | $ 265,647 |
Less accumulated depreciation | (124,691) | (60,694) |
Property and equipment, net | 678,589 | 204,953 |
Computers | ||
Property and equipment, gross | 87,252 | 87,310 |
Office Equipment | ||
Property and equipment, gross | 22,597 | 22,312 |
Furniture and Fixtures | ||
Property and equipment, gross | 205,871 | 153,995 |
Leasehold Improvements | ||
Property and equipment, gross | 2,030 | 2,030 |
Capitalized Software Development Costs | ||
Property and equipment, gross | $ 485,530 | $ 0 |
2. SUMMARY OF SIGNIFICANT ACC_8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Inventory obsolescence expense | $ 318,076 | $ 120,442 |
Allowance for obsolete and slow-moving inventory | 276,603 | 43,650 |
Depreciation expense | $ 67,842 | $ 29,940 |
3. NOTES PAYABLE (Details)
3. NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Principal amount | $ 0 | $ 1,500,000 |
Accrued interest | $ 0 | $ 103,557 |
Note Payable 1 | ||
Note payable | August 27, 2018 Promissory Note | August 27, 2018 Promissory Note |
Terms of the agreement | A $1,500,000 note payable (i) interest accrues at 5% per annum and compounds quarterly (ii) original maturity date of March 1, 2021 | A $1,500,000 note payable (i) interest accrues at 5% per annum and compounds quarterly (ii) original maturity date of March 1, 2021 |
Principal amount | $ 0 | $ 1,500,000 |
Accrued interest | $ 0 | $ 103,557 |
4. INTANGIBLE ASSETS (Details)
4. INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cost | $ 3,924,774 | $ 2,074,774 |
Accumulated amortization | (827,108) | (603,580) |
Net | 3,097,666 | 1,471,194 |
Product Licenses | ||
Cost | 3,350,000 | 1,500,000 |
Accumulated amortization | (264,909) | (48,876) |
Net | 3,085,091 | 1,451,124 |
Patents | ||
Cost | 510,310 | 510,310 |
Accumulated amortization | (510,310) | (510,310) |
Net | 0 | 0 |
Software and Other | ||
Cost | 64,464 | 64,464 |
Accumulated amortization | (51,889) | (44,394) |
Net | $ 12,575 | $ 20,070 |
4. INTANGIBLE ASSETS (Details 1
4. INTANGIBLE ASSETS (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 258,059 | |
2022 | 255,645 | |
2023 | 250,564 | |
2024 | 250,564 | |
2025 | 250,564 | |
Thereafter | 1,832,270 | |
Total | $ 3,097,666 | $ 1,471,194 |
4. INTANGIBLE ASSETS (Details N
4. INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Weighted-average amortization period | 12 years 9 months 18 days | |
Amortization expense | $ 223,528 | $ 90,011 |
7. OPERATING LEASES (Details)
7. OPERATING LEASES (Details) | 12 Months Ended |
Dec. 31, 2020 | |
2020 | |
Monthly base rent | $12,243.75 |
2021 | |
Monthly base rent | $12,488.63 |
2022 | |
Monthly base rent | $12,488.63 |
2023 | |
Monthly base rent | $12,733.50 |
2024 | |
Monthly base rent | $12,978.38 |
7. OPERATING LEASES (Details 1)
7. OPERATING LEASES (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 151,317 | |
2022 | 151,333 | |
2023 | 154,271 | |
2024 | 77,870 | |
2025 | 0 | |
Thereafter | 0 | |
Total lease payments | 534,791 | |
Less imputed interest | (53,407) | |
Present value of lease liabilities | 481,384 | |
Operating lease liability - current | 125,587 | $ 117,533 |
Operating lease liability - long term | $ 355,797 | $ 481,384 |
7. OPERATING LEASES (Details Na
7. OPERATING LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Lease assets | $ 467,653 | $ 585,251 |
Lease liability | 481,384 | |
Amortization expense | 117,598 | |
Cash paid for amounts included in measurement of operating lease liabilities | $ 150,886 | |
Weighted average remaining lease term | 3 years 6 months | |
Weighted average discount rate | 6.25% |
8. STOCKHOLDERS' EQUITY (Detail
8. STOCKHOLDERS' EQUITY (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholders' Equity: | |
Non-vested shares, beginning | shares | 0 |
Granted | shares | 214,894 |
Vested | shares | (43,098) |
Forfeited | shares | (1,618) |
Non-vested shares, ending | shares | 170,178 |
Weighted average grant date fair value, beginning | $ / shares | $ 0 |
Granted | $ / shares | 14.05 |
Vested | $ / shares | 13.58 |
Forfeited | $ / shares | 11.15 |
Weighted average grant date fair value, ending | $ / shares | $ 14.20 |
8. STOCKHOLDERS' EQUITY (Deta_2
8. STOCKHOLDERS' EQUITY (Details 1) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholders' Equity: | |
Number of options outstanding, beginning | shares | 11,500 |
Granted | shares | 0 |
Exercised | shares | 0 |
Forfeited | shares | 0 |
Expired | shares | 0 |
Number of options outstanding, ending | shares | 11,500 |
Number of options exercisable | shares | 11,500 |
Weighted average exercise price outstanding, beginning | $ / shares | $ 6 |
Granted | $ / shares | 0 |
Exercised | $ / shares | 0 |
Forfeited | $ / shares | 0 |
Expired | $ / shares | 0 |
Weighted average exercise price outstanding, ending | $ / shares | 6 |
Weighted average exercise price exercisable | $ / shares | $ 6 |
Weighted average remaining contract life outstanding | 2 years |
Weighted average remaining contract life exercisable | 2 years |
8. STOCKHOLDERS' EQUITY (Deta_3
8. STOCKHOLDERS' EQUITY (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Shareholders' Equity: | |
Unrecognized share-based compensation expense | $ 1,470,827 |
Unrecognized share-based compensation expense period for recognition | 10 months 24 days |
9. INCOME TAXES (Details)
9. INCOME TAXES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 2,827,835 | $ 1,876,114 |
Valuation allowance | (2,827,835) | (1,876,114) |
Net non-current deferred tax asset | $ 0 | $ 0 |
9. INCOME TAXES (Details 1)
9. INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax benefit | $ 914,852 | $ 605,767 |
Goodwill amortization | 0 | 65,957 |
Change in valuation allowance | (1,020,111) | (294,050) |
NOL carryover reduced by expiration | 111,345 | (302,134) |
Pass through entity income allocation | 0 | (94,151) |
Meals and entertainment | (24,859) | (29,741) |
Stock-based compensation | (103,657) | 48,352 |
PPP loan forgiveness | 122,430 | 0 |
Income tax expense (benefit) | $ 0 | $ 0 |
9. INCOME TAXES (Details Narrat
9. INCOME TAXES (Details Narrative) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 13,500,000 |
12. RELATED PARTIES (Details Na
12. RELATED PARTIES (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | ||
Accounts payable - related party | $ 223,589 | $ 68,668 |