Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-21074 | |
Entity Registrant Name | CLEARDAY, INC. | |
Entity Central Index Key | 0000895665 | |
Entity Tax Identification Number | 77-0158076 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 8800 Village Drive | |
Entity Address, Address Line Two | Suite 106 | |
Entity Address, City or Town | San Antonio | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78217 | |
City Area Code | (210) | |
Local Phone Number | 451-0839 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | CLRD | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,985,132 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 8,093 | $ 195,638 |
Restricted cash | 10,000 | 10,000 |
Accounts receivable, net | 381,883 | 47,705 |
Prepaid expenses | 142,042 | 213,289 |
Total current assets | 542,018 | 466,632 |
Non-current assets | ||
Operating lease right-of-use assets | 22,792,752 | |
Real estate property and equipment, net | 6,127,735 | 6,522,979 |
Intangible assets, net | 3,312,000 | 3,680,000 |
Other long-term assets | 264,258 | 288,155 |
Total assets | 10,246,011 | 33,750,518 |
Current liabilities: | ||
Accounts payable | 3,641,431 | 6,324,002 |
Accrued expenses | 6,260,831 | 8,415,609 |
Derivative liabilities | 5,675,083 | 2,320,547 |
Accrued interest | 1,275,823 | 294,370 |
Deferred revenue | 901,235 | |
Current portion long-term debt | 17,007,210 | 16,347,290 |
Current portion of operating lease liabilities | 2,907,605 | |
Total current liabilities | 35,696,823 | 39,323,361 |
Long-term liabilities: | ||
Operating lease liabilities, net of current portion | 24,415,791 | |
Long-term debt, less current portion, net | 5,620,489 | 1,392,940 |
Total liabilities | 41,317,313 | 65,132,092 |
Mezzanine equity | ||
Series F 6.75% Convertible Preferred Stock, $.001 par value, 5,000,000 share authorized, 4,369,529 and 4,797,052 issued and outstanding on June 30, 2023 and December 31, 2022, respectively. Liquidation value $99,125,693 and $96,296,493 on June 30, 2023 and December 31, 2022, respectively. | 18,623,139 | 20,448,079 |
Deficit: | ||
Preferred Stock value | ||
Common Stock, $0.001 par value, 80,000,000 shares authorized, 25,977,628 and 20,805,448 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 25,978 | 20,805 |
Additional paid-in-capital | 22,985,945 | 16,098,182 |
Accumulated deficit | (83,755,699) | (79,671,065) |
Clearday, Inc. stockholders’ deficit | (60,743,447) | (63,551,749) |
Non-controlling interest in subsidiaries | 11,049,006 | 11,722,096 |
Clearday Inc. stockholder’s total deficit | (49,694,441) | (51,829,653) |
TOTAL LIABLITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT | 10,246,011 | 33,750,518 |
Series A Convertible Preferred Stock [Member] | ||
Deficit: | ||
Preferred Stock value | 329 | 329 |
Related Party [Member] | ||
Current liabilities: | ||
Other current liabilities | 750,432 | 672,597 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Other current liabilities | $ 1,086,013 | $ 1,140,106 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Preferred stock dividend rate percentage | 6.75% | 6.75% |
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 5,000,000 | 5,000,000 |
Temporary equity, shares issued | 4,369,529 | 4,797,052 |
Temporary equity, shares outstanding | 4,369,529 | 4,797,052 |
Temporary equity, liquidation preference | $ 99,125,693 | $ 96,296,493 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 25,977,628 | 20,805,448 |
Common stock, shares outstanding | 25,977,628 | 20,805,448 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares, issued | 328,925 | 328,925 |
Preferred stock, shares, outstanding | 328,925 | 328,925 |
Preferred stock, liquidation preference, value | $ 329 | $ 329 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUES | ||||
Total revenues | $ 619,031 | $ 3,135,552 | $ 3,625,535 | $ 6,345,770 |
OPERATING EXPENSES | ||||
Wages & general operating expenses | 851,499 | 4,437,616 | 4,697,974 | 9,071,672 |
Selling, general and administrative expenses | 944,385 | 992,433 | 1,877,016 | 2,385,803 |
Depreciation and amortization expense | 229,247 | 185,044 | 526,073 | 372,259 |
Total operating expenses | 2,025,131 | 5,615,093 | 7,101,063 | 11,829,734 |
Operating loss | (1,406,100) | (2,479,541) | (3,475,528) | (5,483,964) |
Other (income) expenses | ||||
Interest expense | 1,719,216 | 395,045 | 2,434,049 | 896,643 |
PPP loan forgiveness | (349,500) | (992,316) | ||
Derivative financing costs | 2,567,460 | |||
Fair value of derivative | 1,082,946 | (482,286) | ||
Extinguishment of debt | 653,814 | |||
(Gain)/loss on disposal of asset | (5,925) | 100,542 | ||
Loss on impairment | 318,936 | |||
(Gain)/loss on termination of lease | 193,758 | (4,336,886) | ||
Other (income)/expenses | (198,429) | (279,011) | 299,695 | (422,900) |
Total other (income)/expenses, net | 2,791,566 | (233,466) | 1,555,324 | (518,573) |
Net loss from continuing operations | (4,197,666) | (2,246,075) | (5,030,852) | (4,965,391) |
Loss from discontinued operations, net of tax | (85,753) | (170,980) | ||
Net loss | (4,197,666) | (2,331,828) | (5,030,852) | (5,136,371) |
Net loss attributable to non-controlling interest | (395,263) | (74,147) | (946,218) | (218,412) |
Preferred stock dividend | (1,644,987) | (1,655,926) | (3,343,771) | (3,274,941) |
Net loss attributable to Clearday, Inc. common stockholders | $ (6,237,916) | $ (4,061,901) | $ (9,320,841) | $ (8,629,724) |
Basic and diluted loss per share attributable to Clearday, Inc. | ||||
Net loss from continued operations, basic | $ (0.16) | $ (0.13) | $ (0.20) | $ (0.30) |
Net loss from continued operations, diluted | (0.16) | (0.13) | (0.20) | (0.30) |
Net loss/income from discontinued operations, basic | 0 | 0 | 0 | (0.01) |
Net loss/income from discontinued operations, diluted | 0 | 0 | 0 | (0.01) |
Net loss, basic | (0.16) | (0.13) | (0.20) | (0.31) |
Net loss, diluted | $ (0.16) | $ (0.13) | $ (0.20) | $ (0.31) |
Weighted average common shares basic | 25,468,230 | 17,775,792 | 24,721,121 | 16,408,710 |
Weighted average common shares diluted | 25,468,230 | 17,775,792 | 24,721,121 | 16,408,710 |
Resident Fee [Member] | ||||
REVENUES | ||||
Total revenues | $ 436,684 | $ 3,068,470 | $ 3,332,010 | $ 6,193,231 |
Adult Day Care [Member] | ||||
REVENUES | ||||
Total revenues | 159,766 | 64,724 | 248,807 | 148,620 |
Commercial Property Rental Revenue [Member] | ||||
REVENUES | ||||
Total revenues | $ 22,581 | $ 2,358 | $ 44,718 | $ 3,919 |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine Equity, Convertible Preferred Stock and Stockholder's Deficit - USD ($) | Temporary Equity Series F [Member] | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2021 | $ 16,857,267 | $ 329 | $ 14,915 | $ 17,069,481 | $ (65,208,327) | $ (48,123,602) | $ 11,330,695 | $ 36,792,907 |
Balance, shares at Dec. 31, 2021 | 4,797,052 | 328,925 | 14,914,458 | |||||
PIK dividends accruals on convertible Preferred Stock F | $ 3,274,941 | (3,274,941) | (3,274,941) | (3,274,941) | ||||
PIK dividends accruals on Convertible Preferred Stock F, shares | ||||||||
Series F Preferred F Stock converted to common Stock | $ 2,859 | (2,853) | 6 | 6 | ||||
Series F Preferred F Stock converted to Common Stock, shares | 2,861,334 | |||||||
Accrued of series I convertible Preferred Stock in subsidiary | 273,128 | 273,128 | ||||||
Series I adjustment | (669,904) | (669,904) | (669,904) | |||||
Shares issued for Loan | ||||||||
Dissolution of Longhorn Hospitality | (3,871,239) | 3,871,239 | ||||||
Net loss | (5,136,371) | (5,136,371) | (218,412) | (5,354,783) | ||||
Balance at Jun. 30, 2022 | $ 20,132,208 | $ 329 | $ 17,774 | 9,920,448 | (67,143,363) | (57,204,812) | 11,385,411 | (45,819,401) |
Balance, shares at Jun. 30, 2022 | 4,797,052 | 328,925 | 17,775,792 | |||||
Balance at Dec. 31, 2022 | $ 20,448,079 | $ 329 | $ 20,805 | 16,098,182 | (79,671,065) | (63,551,749) | 11,722,096 | (51,829,653) |
Balance, shares at Dec. 31, 2022 | 4,797,052 | 328,925 | 20,805,448 | |||||
PIK dividends accruals on convertible Preferred Stock F | $ 3,343,771 | (3,343,771) | (3,343,771) | (3,343,771) | ||||
Series F Preferred F Stock converted to common Stock | $ (5,168,712) | $ 616 | 5,168,096 | 5,168,712 | 5,168,712 | |||
Series F Preferred F Stock converted to Common Stock, shares | (427,523) | 616,253 | ||||||
Accrued of series I convertible Preferred Stock in subsidiary | 273,128 | 273,128 | ||||||
Shares issued for Loan | $ 83 | 70,602 | 70,685 | 70,685 | ||||
Net loss | (4,084,634) | (4,084,634) | (946,218) | (5,030,852) | ||||
Debt discount from derivative settlements | 881,127 | 881,127 | 881,127 | |||||
Stock Compensation for services | $ 256 | 214,131 | 214,387 | 214,387 | ||||
Stock compensation for services, shares | 254,609 | |||||||
Shares issued for Loan, shares | 83,160 | |||||||
Stock issued for extinguishment of debt | $ 4,218 | 3,897,578 | 3,901,796 | 3,901,796 | ||||
Stock issued for extinguishment of liabilities, shares | 4,218,158 | |||||||
Balance at Jun. 30, 2023 | $ 18,623,139 | $ 329 | $ 25,978 | $ 22,985,945 | $ (83,755,699) | $ (60,743,447) | $ 11,049,006 | $ (49,694,441) |
Balance, shares at Jun. 30, 2023 | 4,369,529 | 328,925 | 25,977,628 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ (4,197,666) | $ (2,331,828) | $ (5,030,852) | $ (5,136,371) | |
Loss from discontinued operations, net of tax | (85,753) | (170,980) | |||
Loss from continued operations | (4,197,666) | (2,246,075) | (5,030,852) | (4,965,391) | |
Adjustments required to reconcile net loss to cash flows used in operating activities | |||||
Depreciation and amortization | 526,073 | 372,259 | |||
Amortization of right of use assets | 920,473 | ||||
Shares issued for loan commitment | 70,685 | ||||
Shares issued for services | 214,388 | ||||
Financing costs from derivative liabilities | 2,567,460 | ||||
Gain on termination of lease | (4,336,886) | ||||
Series I preferred stock accumulated dividend | 273,128 | ||||
Change in fair value of the derivatives | (482,286) | ||||
Amortization of debt discount related to derivatives | 1,236,995 | ||||
Amortization of debt issuance costs | 115,883 | 433,001 | |||
Loss on extinguishment of debt | 653,814 | ||||
Loss on sale of fixed assets | 100,542 | ||||
Bad debt expense | 159,650 | ||||
Gain on PPP loan forgiveness | (992,316) | ||||
Changes in operating assets and liabilities | |||||
Accounts receivable | (493,828) | (67,736) | |||
Other current assets | 23,897 | ||||
Prepaid expenses | 71,247 | (243,270) | |||
Accounts payable | 565,411 | 1,427,151 | |||
Accrued liabilities | 1,845,221 | 1,195,821 | |||
Deferred revenue | (901,235) | ||||
Related party payables | 77,835 | ||||
Other non-current assets | 680,335 | ||||
Other liabilities | (54,093) | (172,501) | |||
Change in operating lease liability | (462,233) | ||||
Net cash used in operating activities | (2,796,951) | (1,874,407) | $ (3,978,027) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Purchases of property and equipment | 136,630 | ||||
Payments for property and equipment | (28,310) | ||||
Net cash provided by (used in) investing activities of the continuing operations | 136,630 | (28,310) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Payment of long-term debt and notes payable | (903,429) | (2,255,374) | |||
Borrowings on debt | 3,376,205 | 3,394,568 | |||
Net cash provided by in financing activities | 2,472,776 | 1,139,194 | |||
Change in cash and restricted cash from continuing operations | (187,545) | (763,523) | |||
Change in cash and restricted cash from discontinued operations | (201,552) | ||||
Cash and restricted cash at beginning of the period | 205,638 | ||||
Cash and restricted cash at end of period | 18,093 | (965,075) | 18,093 | (965,075) | 205,638 |
Beginning of period | |||||
Cash and cash equivalents | 8,093 | 8,093 | 195,638 | ||
Restricted cash | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 |
Total cash and restricted cash | $ 18,093 | $ 10,000 | 18,093 | 10,000 | 205,638 |
Cash and cash equivalents | 195,638 | 965,075 | 965,075 | ||
Restricted cash | 10,000 | 10,000 | 10,000 | ||
Total cash and restricted cash | 205,638 | 975,075 | $ 975,075 | ||
Supplemental disclosures of cash flow information | |||||
Cash paid for interest | 215,602 | ||||
Cash paid for income taxes | |||||
Supplemental disclosures of non-cash investing and financing activities: | |||||
Early lease termination fee | 27,323,396 | ||||
Series F incentive shares converted to common stock | 5,168,712 | ||||
Indebtedness used to pay off rent expense | 3,212,305 | ||||
Accounts payable exchanged for common shares | 3,247,982 | ||||
Settlements on derivative liability | 881,127 | ||||
PIK dividends for Series F Preferred Stock | 3,343,771 | ||||
Debt discount on derivative liability | $ 2,150,489 |
Description of Business and Goi
Description of Business and Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Going Concern | 1. Description of Business and Going Concern Organization, Description of Business Clearday, Inc., a Delaware corporation (the “Company”), formerly known as Superconductor Technologies Inc. (“STI”), was established in 1987 and closed a merger (the “AIU Merger”) with Allied Integral United, Inc., a Delaware corporation (“AIU”), on September 9, 2021. The Company continued the businesses of AIU and continued one of the businesses of STI. AIU was incorporated on December 20, 2017, and began its business on December 31, 2018 when it acquired memory care residential facilities and other businesses (the “2018 Acquisition”) that was conducted since November 2010. Since the 2018 Acquisition, the Company has been developing innovative care and wellness products and services focusing on the longevity market, including its Longevity-tech platform. In the first quarter of 2023, the Company disposed of three of its four full time memory care communities to focus on its digital care services, including robotics and its Longevity-tech platform. During the second quarter of 2023, the Company operated one residential care facility and one adult daycare facility and marketed its digital care services to third parties. Going Concern As of June 30, 2023, we have an accumulated deficit of $ 83,755,699 . During the period ended June 30, 2023, we had a net loss from operations of $ 5,030,852 and net cash used in operating activities of $ 2,796,951 During the year ended December 31, 2022, we had a net loss from operations of $ 14,462,738 and cash used in operating activities of $ 3,978,027 . The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financing or other sources, including capital that may be available in connection with the Viveon Merger. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and prospects. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result should the Company not continue as a going concern. Management does not believe they have sufficient cash for the next twelve months from the date of this report to continue as a going concern without raising additional capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiaries and AIU Alternative Care, Inc., a Delaware corporation (“AIU Alt Care”) and Clearday Alternative Care Oz Fund, L.P, a Delaware limited partnership (“Clearday OZ Fund”). The Company owns all of the voting interests of AIU Alt Care and the sole general partner of Clearday OZ Fund, and less than 1 The certificate of incorporation of AIU Alt Care authorizes 1,500,000 10.25 0.01 700,000 1,500,000 10.00 AIU Alt Care formed AIU Impact Management, LLC, which is the sole general partner and manager of Clearday OZ Fund. Clearday OZ Fund allocates 99 1 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Each of the Alt Care Preferred Stock and the limited partnership interests in Clearday OZ Fund (“Clearday OZ LP Interests”) may be exchanged by the holder of such securities into shares of Clearday common stock. The exchange rate for each of the Alt Care Preferred Stock and the Clearday OZ LP Interests are equal to (i) the aggregate investment amount for such security plus accrued and unpaid dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common stockholders on the face of the condensed consolidated statement of operations. Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Classification of Convertible Preferred Stock The Company applied ASC 480, “Distinguishing Liabilities from Equity”, and revised the condensed consolidated presentation of its convertible preferred stock whose redemption is outside the control of the issuer. Registrants having such securities outstanding are required to present separately, in balance sheets, amounts applicable to the following three general classes of securities: (i) preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of the issuer; (ii) preferred stocks which are not redeemable or are redeemable solely at the option of the issuer; and (iii) common stocks. In addition, the rules require disclosure of redemption terms, five-year maturity data, and changes in redeemable preferred stock. Use of Estimates The Company’s condensed consolidated financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as two operating segments, the Longevity-tech Platform and personal care. Cash, and Restricted Cash Cash, consisting of short-term, highly liquid investments and money market funds with original maturities of three months or less at the date of purchase, are carried at cost plus accrued interest, which approximates market value. Restricted cash includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits. Accounts Receivable The Company records accounts receivable at their estimated net realizable value. Additionally, the Company estimates allowances for uncollectible amounts based upon factors which include, but are not limited to, historical payment trends, write-off experience, and the age of the receivable as well as a review of specific accounts, the terms of the agreements, the residents, the payers’ financial capacity to pay and other factors which may include likelihood and cost of litigation. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Real Estate Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to operations as incurred. Depreciation and amortization are based on the straight-line method over the estimated useful lives of the related assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in operations in the period realized. Depreciation is computed on the straight-line method with useful lives as follows: Schedule of Estimated Useful Lives Asset Class Estimated Useful Life Buildings and building improvements 39 Leasehold improvements 15 Furniture and fixtures and equipment 7 Computer equipment and software 5 Intangible Assets, Net Software Capitalization With regards to developing software, any application costs incurred during the development stage, both internal expenses and those paid to third parties are capitalized and amortized per FASB Topic ASC350-40 (“Internal-Use Software Accounting & Capitalization”) . Once the software has been developed, the costs to maintain and train others for its use will be expensed. With regards to developing software, any application costs incurred during the development state, both internal expenses and those paid to third parties are capitalized and amortized based on the estimated useful life of five years . Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an assets’ carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, or ASC Topic 606, using the practical expedient in paragraph 606-10-10-4 that allows for the use of a portfolio approach, because we have determined that the effect of applying the guidance to our portfolios of contracts within the scope of ASC Topic 606 on our condensed consolidated financial statements would not differ materially from applying the guidance to each individual contract within the respective portfolio or our performance obligations within such portfolio. The five-step model defined by ASC Topic 606 requires the Company to: (i) identify its contracts with customers, (ii) identify its performance obligations under those contracts, (iii) determine the transaction prices of those contracts, (iv) allocate the transaction prices to its performance obligations in those contracts and (v) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A substantial portion of the Company’s revenue from its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Resident fees at our residential communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our condensed consolidated financial statements. Our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all these community fees are non-refundable and are initially recorded as deferred revenue in our condensed consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our condensed consolidated. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. Resident Care Contracts Resident fees at the Company’s senior living communities may consist of regular monthly charges for basic housing and support services and fees for additional requested services and ancillary services. Fees are specified in the Company’s agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed on the first of the month. Funds received from residents in advance of services are not material to the Company’s condensed consolidated financial statements. Below is a table that shows the breakdown by percentage of revenues related to contracts with residents versus resident fees for support or ancillary services. Schedule of Revenue from Contract with Customers For the three-month period ended June 30, 2023 % 2022 % Revenue from contracts with customers: Resident rent - over time $ 436,684 70 % $ 3,068,470 98 % Day care – point in time 159,766 26 % 64,724 2 % Amenities and conveniences - point in time 22,581 4 % 2,358 0 % Total revenue from contracts with customers $ 619,031 100 % $ 3,135,552 100 % For the six month periods ended June 30, 2023 % 2022 % Revenue from contracts with customers: Resident rent - over time $ 3,332,010 92 % 6,193,231 98 % Day care 248,807 7 % 148,620 2 % Amenities and conveniences - point in time 44,718 1 % 3,919 0 % Total revenue from contracts with customers $ 3,625,535 100 % $ 6,345,770 100 % Financial Instruments In accordance with the reporting requirements of the FASB ASC Topic 825, “Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have assets or liabilities measured at fair value on a recurring basis except its derivative liability. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the periods presented, except as disclosed. Fair Value Measurement ASC Topic 820, “Fair Value Measurements”, provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 - Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 - Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value. The following tables present the Company’s assets and liabilities that were measured and recognized at fair value as of June 30, 2023 and December 31, 2022: Schedule of Assets and Liabilities Measured at Fair Value June 30, 2023 Level 1 Level 2 Level 3 Total Derivative liability - - 5,675,083 5,675,083 December 31, 2022 Level 1 Level 2 Level 3 Total Derivative liability - - 2,320,547 2,320,547 Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined. The Company has outstanding note agreements containing provisions meeting the definition of derivative liability which therefore require bifurcation. Further, pursuant to the Company’s contract ordering policy, any issuance of equity linked instruments subsequent to the initial triggering agreement will result in derivative liabilities. At June 30, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $ 0.80 4.13 5.47 135 310 0.35 0.75 At December 31, 2022, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $ 0.56 3.99 4.76 183 572 0.35 0.43 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the changes in the Company’s Level 3 derivative liability at fair value is as follows: Summary of Activity of Level 3 Liabilities Balance - December 31, 2022 $ 2,320,547 Additions 4,717,949 Settlements (881,127 ) Change in fair value (482,286 ) Balance - June 30, 2023 $ 5,675,083 Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC Topic 815, “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Research and Development Costs Research and development costs are charged to expense as incurred and are included in operating expenses. There were no research and development costs incurred in the three or six months ended June 30, 2023 or 2022. Advertising Costs The costs of advertising are expensed as incurred. Advertising expenses are included in the Company’s operating expenses. There were no advertising expenses in the three or six months ended June 30, 2023 or 2022. Lease Accounting The Company follows ASC Topic 842, “Leases”. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. All ROU assets were written off effective March 31, 2023, when the Company disposed of the three leased properties described in Note 5 — Leases. Income Taxes The Company’s income tax expense includes U.S. income taxes. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences to be included in the Company’s condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. Company includes the related tax expense or tax benefit within the tax provision in the condensed consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the condensed consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its condensed consolidated statements of operations. Earnings Per Share FASB ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing income (loss) attributable to Clearday shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Commitments and Contingencies The Company has been, is currently, and expects in the future to be involved in claims, lawsuits, and regulatory and other government audits, investigations and proceedings arising in the ordinary course of the Company’s business, some of which may involve material amounts. The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Also, the defense and resolution of these claims, lawsuits, and regulatory and other government audits, investigations and proceedings may require the Company to incur significant expense. The Company accounts for claims and litigation losses in accordance with ASC Topic 450, “Contingencies”. Under ASC Topic 450, loss contingency provisions are recorded for probable and estimable losses at the Company’s best estimate of a loss or, when a best estimate cannot be made, at the Company’s estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined as additional information becomes known. Accordingly, the Company is often initially unable to develop a best estimate of loss and therefore the estimated minimum loss amount, which could be zero, is recorded; then, as information becomes known, the minimum loss amount is updated, as appropriate. Occasionally, a minimum or best estimate amount may be increased or decreased when events result in a changed expectation. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470- 20)” and “Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (a) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, “Debt: Debt with Conversion and Other Options”, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (b) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (c) revises the guidance in ASC 260, “Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the “if-converted” method.” In addition, entities must presume share settlement for purposes of calculating diluted earnings per share when an instrument may be settled in cash or shares. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact that ASU 2020-06 may have on its condensed consolidated financial statements and related disclosures. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Real Estate, Property and Equip
Real Estate, Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Real Estate, Property and Equipment | 3. Real Estate, Property and Equipment The Company’s real estate, property and equipment consisted of the following at the respective balance sheet dates: Schedule of Real Estate, Property and Equipment June 30, 2023 December 31, 2022 Land $ 2,081,879 $ 2,231,879 Building and building improvements 4,975,244 4,975,243 Leasehold Improvements 710,317 846,754 Computers 57,166 332,809 Furniture, fixtures, and equipment 72,213 1,379,219 Other Equipment 74,935 518,145 Construction in progress 138,187 138,187 Total 8,109,941 10,422,236 Less accumulated depreciation (1,982,206 ) (3,899,257 ) Real estate, property and equipment, net $ 6,127,735 $ 6,522,979 The Company recorded depreciation expenses relating to real estate, property, and equipment in the amount of $ 526,073 $372,259 |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 4. Intangible Assets, Net Software Capitalization. At June 30, 2023 and June 30, 2022, $ 3,312,000 and $ 3,680,000 five years Developed intangible assets subject to amortization are as follows: Schedule of Expected Future Amortization Expense for Intangible Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) Developed technology 3,680,000 $ 368,000 $ 3,312,000 4.50 The Company recorded amortization expense related to its intangible assets in the amounts of $ 368,000 0 Expected future amortization expense for intangible assets as of June 30, 2023, is as follows: Schedule of Future Amortization Expense for Intangible Assets Fiscal Years 2023 (remaining) $ 368,000 2024 736,000 2025 736,000 2026 736,000 2027 736,000 Thereafter - Total $ 3,312,000 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) Developed technology $ 3,680,000 $ - $ 3,680,000 5.00 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Leases | 5. Leases Lease Terminations On March 31, 2023, the Company entered into agreements (collectively, the “Lease Transition Agreement”) to terminate the leases (“Community Leases”) for three of its four residential care facilities, which account for all of Clearday’s leased residential care facilities. The Community Leases related to residential communities (the “Communities”) located in Westover, Texas, New Braunfels, Texas and Little Rock, Arkansas. Terminating the Community Leases removed right of use liabilities and right of use assets related to these Community Leases, as of December 31, 2022 and the write-off or elimination of the related net leasehold improvements and personal property in these Communities. We currently have no material economic rights or obligations under the Community Leases other than for payment obligations under the Lease Transition Agreements. The tenants of the Community Leases and the guarantors, including Clearday, Inc., entered a Lease Transition Agreement with the Lessor of the properties dated March 31, 2023. The Lease Transition Agreement provided, among other matters, that the aggregate liability of the Clearday subsidiaries that are tenants under the Community Leases are reduced to amount (the “Repayment Amount”) that is equal to the sum of: (1) past due rent payments under the Community Leases of $ 1,284,770 1,710,777 275,000 25,000 10 300,000 500,000 300,000 400,000 10 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In connection with the Lease Transition Agreements, the tenants under the Community Leases and the Clearday, Inc. subsidiaries that operated the Communities signed a promissory note for the Repayment Amount and the Past Due Community Lease Amounts and Clearday, Inc. agreed to be an additional guarantor of the obligations of the Community Leases, as modified and limited by the Community Lease Transition Agreement, which is less than approximately $ 4,000,000 In connection with the proposed termination of the Community Leases, the subsidiaries that operate the Communities (the “Current Operators”) and subsidiaries of the New Operator (“New Communities Operators”) entered into the Operations Transfer Agreement dated as of April 1, 2023 (the “OTA”). The OTA provided that the New Communities Operators will purchase the personal property and other assets of the Current Operators used at the Communities to enable the New Communities Operators to conduct their business at the Communities under new leases or other arrangements with the Landlord. Such purchase and sale will close on the date that the New Communities Operators receive the licenses, authorizations and approvals from the applicable Texas and Arkansas governmental agencies to conduct a licensed residential memory care business at the Communities and they enter into new leases with the Landlord (the “Commencement Date”). The New Communities Operators entered into new agreements with the residents at the Communities, effective the Commencement Date and were responsible for any operating losses of the facilities from and after March 31, 2023. The Current Operators have provided notice to each of the residents at the Communities that their agreements with the Current Operators have been terminated, effective on the Commencement Date. The New Communities Operators are not affiliated with the Company or its officers or directors. The OTA and Interim Agreements provide for the asset purchase and sale of the memory care businesses at the Communities, and the transfer of certain agreements and the assumption of certain specified liabilities. The Current Operators, each of which is a subsidiary of Clearday, Inc., remain obligated for liabilities that are not assumed by the New Operators. The New Communities Operators have employed, or offered employment to, all of our employees at these communities and will fund and be responsible for any operating cash losses for the Communities. |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness | 6. Indebtedness As of June 30, 2023, and December 31, 2022, the current portion of long-term debt within the Company’s condensed consolidated financial statements was $ 17,007,210 16,347,290 During the six months ended June 30, 2023 and 2022, we incurred interest expense totaling $ 1,197,054 896,643 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the Company’s debt as of June 30, 2023 and December 31, 2022: Schedule of Long Term Debt As of June 30, Total 2023 15,615,892 2024 2,333,909 2025 4,956,948 2026 1,518,682 Thereafter - Total obligations $ 24,425,431 Indebtedness of Facilities Schedule of Maturity Debt Maturity Date Interest Rate June 30, 2023 December 31, 2022 Naples Equity Loan ^ May 2023 9.95 % $ 4,550,000 $ 4,550,000 Gearhart Loan ^ December 2022 7.00 % 193,578 193,578 SBA PPP Loans # February 2022 1.00 % 1,518,682 1,518,682 Bank Direct Payable December 2022 3.13 % - 80,381 AIU Sixth Street February 2023 12.00 % - 49,593 1800 Diagonal Lending October 2024 12.00 % 45,303 116,760 1800 Diagonal Lending February 2024 12.00 % 134,723 - Equity Secure Fund I, LLC* March 2024 18.00 % 1,097,610 1,000,000 Invesque, Inc. July 2025 10.00 % 3,977,470 Merchant Cash Advance Loans (^^) Naples Operating PIRS Capital March 2023 0.00 % $ 338,000 $ 338,000 Little Rock Libertas February 2023 0.00 % 326,330 326,330 PIRS Capital Financing Agreement March 2023 0.00 % 144,659 144,659 Naples Samson #1 May 2023 0.00 % 76,916 76,916 Naples LG Funding #2 April 2023 0.00 % 171,170 171,170 Little Rock Premium Funding April 2023 0.00 % 211,313 211,313 Little Rock KIT Funding December 2022 0.00 % 89,400 89,400 Little Rock Samson Funding #4 February 2023 0.00 % 170,501 170,501 Naples Operating SWIFT December 2022 0.00 % 111,750 111,750 New Braunfels Samson Cloud Fund February 2023 0.00 % 308,035 308,035 New Braunfels Samson Group February 2023 0.00 % 375,804 375,804 Westover Hills One River December 2022 0.00 % 128,298 128,301 Westover Hills FOX Capitol March 2023 0.00 % 109,384 109,384 Westover Hills Arsenal October 2023 0.00 % 95,882 95,882 Westover Samson Funding March 2023 0.00 % 267,754 267,754 Subtotal merchant cash advance loans 2,925,196 2,925,199 Notional amount of debt 14,442,562 10,434,193 Less: current maturities 14,442,562 10,434,193 $ - $ - CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Indebtedness Allocated to real estate Real Estate: Artesia Note June 2033 Variable $ - $ 211,721 Carpenter Enterprises Demand Note Variable 237,180 300,000 Leander Stearns National Association February 2023 10.38 % 805,000 805,000 Notional amount of debt 1,042,180 1,316,721 Less: current maturities 805,000 805,000 $ 237,180 $ 511,721 Other (Corporate) Indebtedness AGP Contract ^ March 2023 5.00 % $ 550,000 $ 550,000 Cibolo Creek Partners December 2025 0.09 % 388,276 421,470 Cibolo Creek Partners promissory note December 2025 0.09 % 91,208 96,208 EIDL SBA Treas 310 December 2051 3.75 % 494,900 494,900 Firstfire May 2023 12.00 % (1,378 ) 95,054 Five C’s Loan ^ December 2022 9.85 % 325,000 325,000 GS Capital May 2023 12.00 % - 50,955 Jefferson Street Capital LLC May 2023 12.00 % 16,800 84,000 KOBO, L.P. October 2023 Floating % 500,000 500,000 Mast Hill LP May 2023 12.00 % 300,000 420,000 Mast Hill LP July 2023 12.00 % 252,000 315,000 Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Jefferson Street Capital LLC (February 2023) February 2024 12.00 % 192,883 - Mast Hill LP (January 2023) January 2024 12.00 % 756,000 - Bridge Financings 8.00 685,000 - Convertible Notes Issued by AIU Alternative Care, Inc. January 2024 12.00 % 749,000 - Notional amount of debt 5,799,689 3,852,587 Less: current maturities 1,942,422 2,340,009 $ 3,857,267 $ 1,512,578 TIC Purchase Agreements No Specified Date 8.00 % $ 3,141,000 $ 3,141,000 Total 24,425,431 18,744,501 Less Debt Discount & Derivatives (1,797,732 ) (1,004,271 ) Total $ 22,627,699 $ 17,740,230 ^ Obligation is in default. Interest rate set forth is the stated rated of interest. The actual rate of interest has increased under the terms of the obligation. ^^ We have ceased payment of these obligations. Obligations are subject to litigation for nonpayment, as previously reported. See Note 7 — Commitments and Contingencies. # SBA PPP obligations are past due and in the Company is continuing the process to have these obligations forgiven. Obligation is in payment default. Each lender has not exercised any of their remedies. Each lender has the right to exercise remedies including the conversion of the promissory note into shares of our common stock and collection of default interest and other amounts, and in the case of Mast Hill to exercise the Lender Remedy Warrants described in Note 10 — Deficit. Jefferson Street Capital LLC has granted a forbearance to October 31, 2023. Mast Hill LP has granted a forbearance dated October 4, 2023 until the earlier of (i) the closing of the merger (“Merger”) with Viveon Health Acquisition Corp under the merger agreement dated as of April 5, 2023, as amended, (ii) to January 2, 2024 (90 days from the date of the forbearance), (iii) the date that Clearday, Inc. or any of its subsidiaries makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed. or (iv) the date that bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Clearday, Inc. or any of its subsidiaries (the earlier of the aforementioned (i), (ii), (iii) or (iv) shall be referred to herein as the “Waiver Expiration Date”). There can be no assurance that the Company will be able to extend any the forbearances with any of these lenders on acceptable terms or at all or that Clearday will be able to comply with the terms of the forbearance provided by Mast Hill LP which includes that Clearday provide net proceeds from additional financings by Clearday under the terms of the promissory notes with such lender, unless such payment is excused by such lender. * Obligations have been modified as of June 5, 2023. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Equity Secure Fund I, LLC Modification As of June 5, 2023, AIU 8800 Village Drive, LLC, the subsidiary of Clearday, Inc. that owns the property in San Antonio, Texas used for our headquarters and production facilities, extended, modified and rearranged the mortgage financing of such property, to extend the maturity to March 26, 2024 18 1 1 16.75 Bridge Financings. The Company has received certain advances that are payable on demand and on October 6, 2023, issued Senior Convertible Notes (“Bridge Notes”) as payment of such advances with interest accruing under Bridge Note as of the date of each such advance. The Company is continuing such offering of Bridge Notes of an amount of up to $ 16,000,000 8% 4% June 30, 2024 In the event that the merger agreement dated as of April 5, 2023, as amended, (the “Viveon Merger Agreement”) with Viveon Health Acquisition Corp., a Delaware corporation (“Viveon”) providing for the proposed merger (“Viveon Merger”) is terminated, then the conversion price for our shares of common stock will be the lower of $0.82 per share and a price per share equal to a 25% discount to the volume weighted average price per share for our common stock for the ten (10) trading days preceding such termination date. If the Viveon Merger Agreement is not terminated, then at the closing of the Viveon Merger, the principal and accrued interest of the Bridge Notes will be converted at a price per share equal to $0.82 subject to ratable adjustment in the event of any stock split, reverse stock split, merger, consolidation, combination or similar transactions, and such shares of our common stock will be exchanged for shares of Viveon common stock under the terms of the Viveon Merger Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Contingencies Simpsonville litigation The tenant, MCA Simpsonville Operating Company LLC, referred to as Tenant, of the MCA community that is located in Simpsonville, South Carolina, referred to as the Simpsonville Facility, and other affiliates of the Company have a dispute with the landlord of the Simpsonville Facility, MC-Simpsonville, SC-UT, LLC, referred to as the Landlord, and its affiliates (Embree Group of Companies: Embree Construction Group, Inc., Embree Asset Group, Inc., and Embree Capital Markets Group, Inc., referred to collectively as Embree) under the terms of the lease. After non-payment, the Landlord instituted litigation (“Simpsonville Action 1”) that is captioned and numbered MC-Simpsonville, SC-UT, LLC v. Steve Person, et. al., Cause No. 19-0651-C368 in the 368 th 2,801,365 and appeals of this judgment this action was settled on August 5, 2022 as reflected by an Agreed Final Judgment for an aggregate amount of $ 3,012,011 , including costs and expenses in favor of the plaintiff, of which $ 2,763,936 was settled by the release of a cash bond that Tenant previously deposited with the Court and the remaining amount of $ 248,075 to be paid within six months after the entry of the judgment. The Company has not paid this amount. In connection with the settlement of Simpsonville Action 1, Tenant entered into an agreement to transfer certain operations, including lease obligations, of the Simpsonville Facility Tenant and Landlord terminated the lease of the Simpsonville Facility as contemplated by such agreement to transfer of certain operations, including lease obligations, which permitted the Landlord to sell the Simpsonville Facility to a third party and thereby limit the future obligations under the lease. The Landlord filed a second action on April 9, 2021 (Simpsonville Action 2), for claims similar to Simpsonville Action 1 including relief for payment of rent past due and reimbursement of taxes from October 2020 to the time of the trial in this action. This action captioned and numbered MC-Simpsonville, SC-UT, LLC v. Steve Person, James Walesa and Trident Healthcare Properties I, LP (“Trident”), Cause No. 21-0513-C425 in the 425 th Under the structure used for the lease and operations of the Simpsonville Facility, a subsidiary of Clearday, Inc., Tenant, is the direct obligor under the lease and another subsidiary of Clearday, Trident, is a guarantor of the lease obligations. Neither Tenant or Trident have any material assets. We are assessing the exposure of these matters to Clearday, Inc. under these actions, including any liability under indemnification agreements with the individual guarantors. We expect to offer to negotiate a settlement of the summary judgement. There can be no assurance that any such settlement discussions will be held or that there will be any settlement of these actions on terms that are acceptable or at all. Employment related taxes Certain subsidiaries of the Company that operate hotel assets did not pay employment related taxes such as required withholdings for Texas State unemployment taxes and federal income tax and employee and employer contributions for FICA (Social Security and Medicare) taxes, and federal unemployment tax for certain periods from December 31, 2018, to December 31, 2021. These subsidiaries have since made the appropriate filings with the Internal Revenue Service and the Company has accrued the full estimated amount of the underpaid taxes as well as the estimated penalties and interest. As of June 30, 2023, the amount of the estimated taxes, penalties, and interest, assuming that there is no waiver or mitigation of the penalties, is $ 311,000 261,000 Certain subsidiaries of the Company that operate its residential care communities have not paid employment related taxes such as required withholdings for federal income tax and employee and employer contributions for FICA (Social Security and Medicare) taxes, and federal and state unemployment tax from and after the payroll periods that ended September 16, 2022, to the date of this Report. These subsidiaries have since made the appropriate filings with the Internal Revenue Service and the Company has accrued the amount of the underpayment in its financial statements as of June 30, 2023 and December 31, 2022, of approximately $1,197,672 and $527,000, respectively, which amount does not include any taxes, penalties, and interest. In connection with these matters, on August 3, 2023, the Internal Revenue Service issued a tax lien against MCA Management Company, Inc., a dormant and inactive subsidiary of Clearday, Inc. that does not have any assets. Payroll related taxes In the fourth quarter of 2021, certain subsidiaries of the Company did not remit payroll taxes related to the Earned Retentions Tax Credit (“ERTC”). The ERTC program permitted an offset for such obligations and was terminated during the fourth quarter with an effective termination date of September 30, 2021. As a result, the Company has accrued $ 1,097,000 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Merchant advance loans Certain subsidiaries of the Company that operate residential care facilities (“MCA Borrowers”) incurred certain financings through merchant credit advances. Such financings were provided by creditors under agreements (“MCA Agreements”) that describe the transaction as the sale of future receivables by the applicable MCA Borrower. The aggregate accrued amount of these financings is approximately $ 2,925,196 1,531,640 These actions are: 1. Premium Merchant Funding 18, LLC v Memory Care at Good Shepherd LLC and James Walesa (a guarantor), filed in state court in Kings County, New York on August 19, 2022 (summary judgement in this matter was entered in favor of the plaintiff and such judgement was not appealed by us); 2. Libertas Funding LLC v. Memory Care at Good Shepherd, LLC, et. al. including James Walesa (a guarantor), filed in state court in Monroe County, New York on August 24, 2022 (summary judgement in this matter was entered in favor of the Company’s subsidiary and such judgement was not appealed by us, and this judgement was entered in the State of Texas); 3. Cloudfund LLC v MCA New Braunfels Operating Company LLC et. al. including James Walesa (a guarantor), filed in state court in Nassau County, New York on August 29, 2022; 4. Cloudfund LLC v MCA Naples Operating Company, LLC and James Walesa (a guarantor), filed in state court in Nassau County, New York on August 30, 2022 (summary judgement in this matter was entered in favor of the plaintiff and such judgement was not appealed); 5. Swift Funding Source Inc. v MCA Naples Operating Company LLC et. al. including Christin Hemmens (a guarantor), filed in state court in Ontario County, New York on August 31, 2022; 6. Pirs Capital, LLC v MCA Westover Hills Operating Company, LLC et. al. including James Walesa (a guarantor), filed in state court in New York County, New York on September 8, 2022; 7. Prosperum Capital Partners, LLC dba Arsenal Funding v MCA Westover Hills Operating Company LLC et. al. including James Walesa (a guarantor), filed in state court in Kings County, New York on September 28, 2022; 8. Fox Capital Group, Inc. v MCA Westover Hills Operating Company LLC et. al. including James Walesa (a guarantor), filed in state court in Bexar County, Texas on October 25, 2022. James Walesa is the Company’s Chief Executive Officer, and/or Christin Hemmens, is an officer of Clearday. Other than as set forth above, each of these actions are in the pleading or discovery stage of litigation. Naples Equity Loan: The mortgage lender for the Naples, Florida facility commenced an action for nonpayment of the mortgage note. The action is captioned A.AD.A, INC.; Anga Properties, LLC; Arce Holdings, LLC; Benfam Holdings LLC; Carolina Resources, LLC; Emilio Diaz SD Investment Account, LLC; Michael B. and Irma B. Goldstein; David J. Gonzalez; Hersab Holdings, LLC; Indocan Investment USA Corporation; Armando Navarro; Robbia Properties LLC; Shochat Holdings I LLC; and Wekwit, Inc. (collectively referred to as the Naples Lender) vs. MCA Naples, LLC (“MCA Naples”), Case No. 11-2023-CA-000243-0001- flied in the Circuit Court in and for Collier County, Florida (the “Benworth Action”). This litigation arises from the nonpayment under the mortgage and promissory note. The Benworth Action demands payment of the principal amount of the promissory note of $ 4,550,000 Leander Stearns National Association, the mortgage lender for the property (“Leander Property”) owned by Leander Associates, Ltd., (“Leander”), a Texas limited partnership that is a consolidated subsidiary of Clearday, Inc., has commenced litigation regarding the nonpayment of a mortgage loan obligations of approximately $ 875,000 seeking repayment of the mortgage loan of $ 805,000 that was due February 10, 2023, and additional amounts, including interest and late fees. Leander and the mortgage lender entered into a Forbearance Agreement as of May 22, 2023 and the first amendment thereto dated September 8, 2023, that, among other matters, provided a forbearance period and extended the maturity of the mortgage loan to October 21, 2023, and requires certain payments to the mortgage lender, including monthly installment payments to the mortgage lender of all accrued, unpaid interest starting on September 15, 2023 and continuing on the same day of each month thereafter until the New Maturity Date (as defined below) with interest calculated on the unpaid principal balance as set forth in the Note. The mortgage loan under the forbearance agreement, as amended, provides that the mortgage lender deferred certain past-due interest to the extended maturity date of October 21, 2023. Leander has entered into a purchase and sale agreement for the Leander Property for a value that is in excess of the amounts owed to the mortgage lender and the other financing by us owed to KOBO LP with respect to the Leander Property. We believe that the net proceeds to Leander from the sale of the Leander Property will not be material after giving effect to the payments to the mortgage lender, and existing financing of net proceeds to KOBO LP and other financings of such proceeds, and transaction brokerage fees and other costs. The Company has been threatened with litigation by the law firm Rigrodsky Law, P.A. alleging unjust enrichment in connection with stockholder litigation commenced by such firm related to the AIU Merger and claiming damages of $200,000. This law firm alleges that the complaint that was filed caused material supplemental disclosures. The Company is assessing these allegations and expects to respond appropriately. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In addition, from time to time, the Company becomes involved in litigation matters in the ordinary course of its business. Such litigations include an action that alleges negligence and other claims regarding the death of a resident in a memory care facility. Although the Company is unable to predict with certainty the eventual outcome of any litigation, the Company does not believe any of its currently pending litigation is likely to have a material adverse effect on its business. Indemnification Agreements Certain lease and other obligations of the Company are guaranteed in whole or in part by James Walesa and/or BJ Parrish and others. The Company has agreed to indemnify and hold each such individual harmless for all liabilities and payments on account of any such guaranty. The lease obligations of the Company for its lease obligations for four of its five MCA facilities, including the lease of the MCA community that is in Simpsonville, South Carolina, referred to as the Simpsonville facility. This is the facility that is the subject of litigation and judgement against certain of the Company’s subsidiaries. We have been fully indemnified by James Walesa for all obligations that the Company may incur with respect to an adverse judgement against the Company, including any post-judgement interest. Such indemnification by James Walesa is under an agreement dated as of July 30, 2020. Under such agreement, James Walesa receives a fee equal to 2 10.00 10.00 Subsequently, an amendment to the indemnification agreement above was signed on January 19, 2021, in which additional securities were pledged on behalf of James Walesa for all obligations that Company may incur with respect to an adverse judgement and/or any post-judgement interest. In the event that Mr. Walesa is required to make any payments under this amended indemnification agreement, then Company will issue shares of AIU Care, AIU Warrants and AIU Common Stock at $ 10.00 20.00 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. Earnings Per Share Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to Clearday shareholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period. For the Company’s diluted earnings per share calculation, the Company uses the “if-converted” method for preferred stock and convertible debt and the “treasury stock” method for Warrants and Options. The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses for the periods ended June 30, 2023 and 2022, respectively. Schedule of Anti-Dilutive Shares Compensation of Earnings (Loss) Per Share 2023 2022 For the Six Months Ended Dilution shares calculation June 30, 2023 2022 Series A Convertible Preferred Stock 328,925 328,925 Series F 6.75% Convertible Preferred Stock 4,538,616 4,797,052 Series I 10.25% Convertible Preferred Stock 1,365,640 320,657 Limited Partnership Units 99,038 99,038 Warrants 7,618,820 4,036,320 Bridge Notes 835,366 - Total participating securities 14,786,405 9,581,992 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions Debt. and Guarantees The Company’s indebtedness includes amounts loaned to us by executive management. In addition, the Company incurs debt that is personally guaranteed by certain executives, officers and directors for which they receive a guarantee fee. There is a guarantee fee agreement in place that details the amount of the fee as well as payment terms. The amount of the fee is capped at 1% We owe (1) Richard Morris, our General Counsel, (i) for a loan in the amount of $ 336,538 127,933 143,141 44,722 24,198 130,000 Cibolo Creek Partners, LLC (“Cibolo Creek”) and its affiliate Round Rock Development Partners, LP (“RRDP”) prior to December 31, 2018, made loans to us under revolving credit notes that bear interest at the then applicable federal rate and are payable on demand or other date specified by such lender. In December 2018, AIU acquired businesses affiliated with Cibolo Creek. As of June 30, 2023, Cibolo Creek and Round Rock were owed $ 479,484 00,000 89,381 517,678 500,000 Stockdale Financing. On May 22, 2023, Stockdale Associates, Ltd. (“Stockdale”), a wholly owned subsidiary of Clearday, Inc. entered into a sales transaction with James Walesa, the Chief Executive Officer of the Company, for the land of approximately 1.5 155,925 175,000 10.9% 19,075 1,590 July 1, 2024 5,925 Viveon Merger We have agreed to invest approximately 48% 319,000 558,700 877,600 500 |
Deficit
Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Deficit | 10. Deficit The certificate of incorporation of Clearday, Inc. provides for 80,000,000 10,000,000 0.001 Liquidation Preference In the event of the Company’s liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all the Company’s debts and other liabilities and the satisfaction of any liquidation preferences that may be granted to the holders of any then outstanding shares of preferred stock. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Rights and Preferences Holders of common stock have no preemptive, conversion or subscription rights, and there is no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock, which the Company may designate and issue in the future. Voting Rights Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors Subject to supermajority votes for some matters, matters shall be decided by the affirmative vote of the Company’s stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter, provided that the holders of the Company’s common stock are not allowed to vote on any amendment to the Company’s certificate of incorporation that relates solely to the terms of one or more series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders or one or more such series, to approve such amendment. The affirmative vote of the holders of at least 75% of the votes that all of the Company’s stockholders would be entitled to cast in any annual election of directors and, in some cases, the affirmative vote of a majority of minority stockholders entitled to vote in any annual election of directors are required to amend or repeal the Company’s bylaws, amend or repeal certain provisions of the Company’s certificate of incorporation, approve certain transactions with certain affiliates, or approve the sale or liquidation of the Company. The vote of most minority stockholders applies when an individual or entity and its affiliates or associates together own more than 50% of the voting power of the Company’s then outstanding capital stock Preferred Stock The Company has 5,000,000 6.75 0.001 4,369,529 4,797,052 20.00 2.38 The Company’s Series A Preferred Stock has a $ .001 2,000,000 328,925 0.01 Dividends and Distributions For the six-month periods ended June 30, 2023, and 2022, the Company accrued dividends for the 6.75 % Series F preferred stock in the amount of $ 3,343,771 and $ 1,655,926 respectively. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Warrants The Company has three separate types of warrants that are outstanding: ● warrants that were granted and outstanding by Superconductor Technologies Inc. (“STI”) prior to the September 9, 2021, effective date of the previously disclosed merger (the “AIU Merger”) with Allied Integral United, Inc. (“AIU”); ● warrants assumed by the Company that were granted by AIU prior to the effective date of the AIU Merger; and ● warrant that were issued by the Company after the AIU Merger. The following is a summary of such outstanding warrants at June 30 2023: Warrants (“STI Warrants”) issued by STI prior to September 9, 2021, the effective date of the AIU Merger. Summary of Outstanding Warrants Total Currently Exercisable Exercise Price per Share Expiration Date Common Shares Total Currently Exercisable Exercise Price per Share Expiration Date Warrants related to March 2018 financing 7,331 7,331 $ 245.84 September 9, 2023 Warrants related to July 2018 financing 119,241 119,241 $ 75.48 July 25, 2023 Warrants related to July 2018 financing 7,154 7,154 $ 94.35 July 25, 2023 Warrants related to May 2019 financing 5,518 5,518 $ 26.96 May 23, 2024 Warrants related to October 2019 financing 100,719 100,719 $ 5.39 October 10, 2024 Warrants related to October 2019 financing 14,336 14,336 $ 6.74 October 8, 2024 Warrants that were issued by Clearday Operations, Inc. prior to the effective date of the AIU Merger Common Shares Total Currently Exercisable Exercise Price per Share Expiration Date Warrants issued in connection with financings * 3,281,508 3,281,508 $ 5.00 November 15, 2029 Warrants issued to a consultant ^ 500,000 500,000 $ 11.00 August 10, 2026 * Two of our subsidiaries have preferred securities that are classified under GAAP as Non-Controlling Interest: (1) the preferred stock designated as the Series I 10.25% cumulative convertible preferred stock, par value $0.01 per share of AIU Alt Care (the “Alt Care Preferred Stock”); and (2) the preferred limited partnership interests of Clearday OZ Fund (the “Clearday OZ LP Interests”) As of June 30, 2023, there are 1,376,118 3,281,508 5.00 ^ The Company also has a warrant issued to a consultant representing 500,000 11.00 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Warrants issued by Clearday, Inc. after the effective date of the AIU Merger Each of the following warrants (“Lender Remedy Warrants”) were issued in connection with a financing and provides that the warrant may only be issued upon an event of default under the related promissory note. Common Shares Outstanding Exercisable Exercise Price Maturity Date Related to the January 12, 2023, Financing (Mast Hill LP) 1,134,000 0 $ 0.75 5 years after Trigger Date Related to the September 30, 2022, Financing (Mast Hill LP) 472,500 0 $ 0.50 5 years after Trigger Date Related to the July 1, 2022, Financing (Mast Hill LP) 900,000 0 $ 0.50 5 years after Trigger Date * Trigger Date is defined as the date of an Event of Default under the promissory note that is related to the financing in which this warrant was issued, which default has not been waived. The additional warrants were also issued to lenders: Common Shares Related to the February 17, 2023, Financing (Jefferson Street Capital LLC) 225,000 225,000 $ 0.75 March 16, 2028 Related to the January 12, 2023, Financing (Mast Hill LP) 851,000 851,000 $ 0.75 February 14, 2028 Derivative Calculation During the period ended June 30, 2023, the Company calculated the fair value of the warrants granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance ranging from $ 0.75 0.85 3.53 474.06 183 184 0.50 0.75 Stock Options On June 30, 2023, we continued to have the two active equity award option plans, the 2003 Equity Incentive Plan and the 2013 Equity Incentive Plan (collectively, the “Stock Option Plan”). Although we can only grant new options under the 2013 Equity Incentive Plan. Under our Stock Option Plan, stock awards were made to our former directors, key employees, consultants, and non-employee directors and consisted of stock options, restricted stock awards, performance awards, and performance share awards. Stock options were granted at prices no less than the market value on the date of grant. There were no stock option exercises during the six and twelve months ended June 30, 2023 or December 31, 2022. There were no stock options that were exercisable on June 30, 2023. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock During the second quarter of 2023, we issued approximately 208,430 Registered Shares During the second quarter of 2023, we issued approximately 616,253 As of June 30, 2023, there was no unamortized stock compensation. Non-Controlling Interest In November 2019, a certificate of incorporation was entered into by AIU Alt Care for Series I 10.25 % cumulative convertible preferred stock, par value $ 0.01 per share that authorizes the issuance of 1,500,000 shares of preferred stock and 1,500,000 of common stock and designated 700,000 as Series I Preferred Stock. Each share of Series I Preferred Stock has a stated value equal to the Series I Preferred Stock original issue price. For the six months ended June 30, 2023 and 2022, there no In October 2019, AIU Alt Care formed AIU Impact Management, LLC and they formed Clearday OZ Fund, which is managed by AIU Impact Management, LLC, as the general partner. For the three months ended June 30, 2023 and 2022, there no The exchange rate for each of the Alt Care Preferred Stock and the limited partnership units in Clearday OZ Fund to Clearday, Inc. Common Stock is equal to (i) the aggregate investment amount for such security plus accrued dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the merger, these securities were exchangeable to shares of AIU common stock at a rate of 1 share for every $10.00 of aggregate amount of the investment plus such accrued dividends. Non-Controlling Interest Loss Allocation The Company applied ASC 810-10 guidance to correctly allocate the percentage of loss attributable to the NCI of each company. For the period ended June 30, 2023, the loss for AIU Alt Care is $ 38,394 917,382 99 38,010 908,208 1,663 218,412 Cumulative Convertible Preferred Stock and Limited Partnership Interests in Subsidiaries (NCI) For the period ended June 30, 2023 no additional shares of AIU Alt Care Preferred Stock or Clearday OZ LP Interests were issued. At June 30, 2023, 89,700 244,473 The terms and conditions of the Alt Care Preferred Stock and the Clearday OZ LP Interests allow the investors in such interests to exchange such securities into the Company’s common stock at the conversion price equal to 80 Dividends on the Alt Care Preferred Stock and preferred distributions on the units of limited partnership interests in Clearday OZ Fund are at each calendar quarterly month end at the applicable dividend rate ( 10.25 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Each of the Company, AIU Alt Care and Clearday OZ Fund shall redeem the Alt Care Preferred Stock or the units of limited partnership interests on the 10 Year Redemption Date that is ten years after the final closing of the offering. The securities provide for a redemption in cash or shares of common stock at the option of Clearday, Inc., in an amount equal to the unreturned investment in the Alt Care Preferred Stock or units of limited partnership interests. Upon consummation of certain equity offerings prior to May 1, 2022, AIU Alt Care may, at its option, redeem all or a part of the Alt Care Preferred Stock for the liquidation preference plus a make-whole premium. In addition, upon the occurrence of, among other things (i) any change of control, (ii) a liquidation, dissolution, or winding up, (iii) certain insolvency events, or (iv) certain asset sales, each holder may require the Company to redeem for cash all such holder’s then outstanding shares of Alt Care Preferred Stock. The Certificate of Designation also sets forth certain limitations on the Company’s ability to declare or make certain dividends and distributions and engage in certain reorganizations. The limited partnership agreement has similar provisions. Subject to certain exceptions, the holders of Alt Care Preferred Stock and the units of limited partnership interests have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock or partnership interests, and are not be entitled to call a meeting of such holders for any purpose, nor are they entitled to participate in any meeting of the holders of the Company’s common stock or participate in the management of Clearday OZ Fund by its general partner. |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Jun. 30, 2023 | |
Mezzanine Equity | |
Mezzanine Equity | 11. Mezzanine Equity The Company has 10,000,000 0.001 5,000,000 4,369,529 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events We evaluated subsequent events and transactions occurring after June 30, 2023, through the date of this Report to determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying condensed consolidated financial statements, noting none other than the following. Viveon Merger Amendment to the Viveon Merger Agreement On August 28, 2023, Viveon, its subsidiary VHAC2 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), the Company, Viveon Health LLC, a Delaware limited liability company (“SPAC Representative”), and Clearday SR LLC, a Delaware limited liability company (“Company Representative”) entered into the First Amendment to Viveon Merger Agreement (the “First Amendment”) that amended and modified the Viveon Merger Agreement to, among other things, (i) increase the merger consideration from $ 250,000,000 500,000,000 5 Modification of Indebtedness A subsidiary of the Company, Leander Associates Ltd., modified the terms of its mortgage loan as described in Note 7 — Commitments and Contingencies. Bridge Financings We incurred additional financings of a gross amount of approximately $ 1.7 768,000 Additional Financings We received approximately $ 58,000 80 20 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiaries and AIU Alternative Care, Inc., a Delaware corporation (“AIU Alt Care”) and Clearday Alternative Care Oz Fund, L.P, a Delaware limited partnership (“Clearday OZ Fund”). The Company owns all of the voting interests of AIU Alt Care and the sole general partner of Clearday OZ Fund, and less than 1 The certificate of incorporation of AIU Alt Care authorizes 1,500,000 10.25 0.01 700,000 1,500,000 10.00 AIU Alt Care formed AIU Impact Management, LLC, which is the sole general partner and manager of Clearday OZ Fund. Clearday OZ Fund allocates 99 1 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Each of the Alt Care Preferred Stock and the limited partnership interests in Clearday OZ Fund (“Clearday OZ LP Interests”) may be exchanged by the holder of such securities into shares of Clearday common stock. The exchange rate for each of the Alt Care Preferred Stock and the Clearday OZ LP Interests are equal to (i) the aggregate investment amount for such security plus accrued and unpaid dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common stockholders on the face of the condensed consolidated statement of operations. |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Classification of Convertible Preferred Stock | Classification of Convertible Preferred Stock The Company applied ASC 480, “Distinguishing Liabilities from Equity”, and revised the condensed consolidated presentation of its convertible preferred stock whose redemption is outside the control of the issuer. Registrants having such securities outstanding are required to present separately, in balance sheets, amounts applicable to the following three general classes of securities: (i) preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of the issuer; (ii) preferred stocks which are not redeemable or are redeemable solely at the option of the issuer; and (iii) common stocks. In addition, the rules require disclosure of redemption terms, five-year maturity data, and changes in redeemable preferred stock. |
Use of Estimates | Use of Estimates The Company’s condensed consolidated financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as two operating segments, the Longevity-tech Platform and personal care. |
Cash, and Restricted Cash | Cash, and Restricted Cash Cash, consisting of short-term, highly liquid investments and money market funds with original maturities of three months or less at the date of purchase, are carried at cost plus accrued interest, which approximates market value. Restricted cash includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits. |
Accounts Receivable | Accounts Receivable The Company records accounts receivable at their estimated net realizable value. Additionally, the Company estimates allowances for uncollectible amounts based upon factors which include, but are not limited to, historical payment trends, write-off experience, and the age of the receivable as well as a review of specific accounts, the terms of the agreements, the residents, the payers’ financial capacity to pay and other factors which may include likelihood and cost of litigation. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Real Estate Property and Equipment, Net | Real Estate Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to operations as incurred. Depreciation and amortization are based on the straight-line method over the estimated useful lives of the related assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in operations in the period realized. Depreciation is computed on the straight-line method with useful lives as follows: Schedule of Estimated Useful Lives Asset Class Estimated Useful Life Buildings and building improvements 39 Leasehold improvements 15 Furniture and fixtures and equipment 7 Computer equipment and software 5 |
Intangible Assets, Net | Intangible Assets, Net |
Software Capitalization | Software Capitalization With regards to developing software, any application costs incurred during the development stage, both internal expenses and those paid to third parties are capitalized and amortized per FASB Topic ASC350-40 (“Internal-Use Software Accounting & Capitalization”) . Once the software has been developed, the costs to maintain and train others for its use will be expensed. With regards to developing software, any application costs incurred during the development state, both internal expenses and those paid to third parties are capitalized and amortized based on the estimated useful life of five years . |
Impairment Assessment | Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an assets’ carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, or ASC Topic 606, using the practical expedient in paragraph 606-10-10-4 that allows for the use of a portfolio approach, because we have determined that the effect of applying the guidance to our portfolios of contracts within the scope of ASC Topic 606 on our condensed consolidated financial statements would not differ materially from applying the guidance to each individual contract within the respective portfolio or our performance obligations within such portfolio. The five-step model defined by ASC Topic 606 requires the Company to: (i) identify its contracts with customers, (ii) identify its performance obligations under those contracts, (iii) determine the transaction prices of those contracts, (iv) allocate the transaction prices to its performance obligations in those contracts and (v) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A substantial portion of the Company’s revenue from its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Resident fees at our residential communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our condensed consolidated financial statements. Our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all these community fees are non-refundable and are initially recorded as deferred revenue in our condensed consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our condensed consolidated. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. |
Resident Care Contracts | Resident Care Contracts Resident fees at the Company’s senior living communities may consist of regular monthly charges for basic housing and support services and fees for additional requested services and ancillary services. Fees are specified in the Company’s agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed on the first of the month. Funds received from residents in advance of services are not material to the Company’s condensed consolidated financial statements. Below is a table that shows the breakdown by percentage of revenues related to contracts with residents versus resident fees for support or ancillary services. Schedule of Revenue from Contract with Customers For the three-month period ended June 30, 2023 % 2022 % Revenue from contracts with customers: Resident rent - over time $ 436,684 70 % $ 3,068,470 98 % Day care – point in time 159,766 26 % 64,724 2 % Amenities and conveniences - point in time 22,581 4 % 2,358 0 % Total revenue from contracts with customers $ 619,031 100 % $ 3,135,552 100 % For the six month periods ended June 30, 2023 % 2022 % Revenue from contracts with customers: Resident rent - over time $ 3,332,010 92 % 6,193,231 98 % Day care 248,807 7 % 148,620 2 % Amenities and conveniences - point in time 44,718 1 % 3,919 0 % Total revenue from contracts with customers $ 3,625,535 100 % $ 6,345,770 100 % |
Financial Instruments | Financial Instruments In accordance with the reporting requirements of the FASB ASC Topic 825, “Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have assets or liabilities measured at fair value on a recurring basis except its derivative liability. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the periods presented, except as disclosed. |
Fair Value Measurement | Fair Value Measurement ASC Topic 820, “Fair Value Measurements”, provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 - Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 - Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value. The following tables present the Company’s assets and liabilities that were measured and recognized at fair value as of June 30, 2023 and December 31, 2022: Schedule of Assets and Liabilities Measured at Fair Value June 30, 2023 Level 1 Level 2 Level 3 Total Derivative liability - - 5,675,083 5,675,083 December 31, 2022 Level 1 Level 2 Level 3 Total Derivative liability - - 2,320,547 2,320,547 Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined. The Company has outstanding note agreements containing provisions meeting the definition of derivative liability which therefore require bifurcation. Further, pursuant to the Company’s contract ordering policy, any issuance of equity linked instruments subsequent to the initial triggering agreement will result in derivative liabilities. At June 30, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $ 0.80 4.13 5.47 135 310 0.35 0.75 At December 31, 2022, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $ 0.56 3.99 4.76 183 572 0.35 0.43 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the changes in the Company’s Level 3 derivative liability at fair value is as follows: Summary of Activity of Level 3 Liabilities Balance - December 31, 2022 $ 2,320,547 Additions 4,717,949 Settlements (881,127 ) Change in fair value (482,286 ) Balance - June 30, 2023 $ 5,675,083 |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC Topic 815, “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred and are included in operating expenses. There were no research and development costs incurred in the three or six months ended June 30, 2023 or 2022. |
Advertising Costs | Advertising Costs The costs of advertising are expensed as incurred. Advertising expenses are included in the Company’s operating expenses. There were no advertising expenses in the three or six months ended June 30, 2023 or 2022. |
Lease Accounting | Lease Accounting The Company follows ASC Topic 842, “Leases”. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. All ROU assets were written off effective March 31, 2023, when the Company disposed of the three leased properties described in Note 5 — Leases. |
Income Taxes | Income Taxes The Company’s income tax expense includes U.S. income taxes. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences to be included in the Company’s condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. Company includes the related tax expense or tax benefit within the tax provision in the condensed consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the condensed consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its condensed consolidated statements of operations. |
Earnings Per Share | Earnings Per Share FASB ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing income (loss) attributable to Clearday shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
Commitments and Contingencies | Commitments and Contingencies The Company has been, is currently, and expects in the future to be involved in claims, lawsuits, and regulatory and other government audits, investigations and proceedings arising in the ordinary course of the Company’s business, some of which may involve material amounts. The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Also, the defense and resolution of these claims, lawsuits, and regulatory and other government audits, investigations and proceedings may require the Company to incur significant expense. The Company accounts for claims and litigation losses in accordance with ASC Topic 450, “Contingencies”. Under ASC Topic 450, loss contingency provisions are recorded for probable and estimable losses at the Company’s best estimate of a loss or, when a best estimate cannot be made, at the Company’s estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined as additional information becomes known. Accordingly, the Company is often initially unable to develop a best estimate of loss and therefore the estimated minimum loss amount, which could be zero, is recorded; then, as information becomes known, the minimum loss amount is updated, as appropriate. Occasionally, a minimum or best estimate amount may be increased or decreased when events result in a changed expectation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470- 20)” and “Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (a) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, “Debt: Debt with Conversion and Other Options”, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (b) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (c) revises the guidance in ASC 260, “Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the “if-converted” method.” In addition, entities must presume share settlement for purposes of calculating diluted earnings per share when an instrument may be settled in cash or shares. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact that ASU 2020-06 may have on its condensed consolidated financial statements and related disclosures. CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | Depreciation is computed on the straight-line method with useful lives as follows: Schedule of Estimated Useful Lives Asset Class Estimated Useful Life Buildings and building improvements 39 Leasehold improvements 15 Furniture and fixtures and equipment 7 Computer equipment and software 5 |
Schedule of Revenue from Contract with Customers | Below is a table that shows the breakdown by percentage of revenues related to contracts with residents versus resident fees for support or ancillary services. Schedule of Revenue from Contract with Customers For the three-month period ended June 30, 2023 % 2022 % Revenue from contracts with customers: Resident rent - over time $ 436,684 70 % $ 3,068,470 98 % Day care – point in time 159,766 26 % 64,724 2 % Amenities and conveniences - point in time 22,581 4 % 2,358 0 % Total revenue from contracts with customers $ 619,031 100 % $ 3,135,552 100 % For the six month periods ended June 30, 2023 % 2022 % Revenue from contracts with customers: Resident rent - over time $ 3,332,010 92 % 6,193,231 98 % Day care 248,807 7 % 148,620 2 % Amenities and conveniences - point in time 44,718 1 % 3,919 0 % Total revenue from contracts with customers $ 3,625,535 100 % $ 6,345,770 100 % |
Schedule of Assets and Liabilities Measured at Fair Value | The following tables present the Company’s assets and liabilities that were measured and recognized at fair value as of June 30, 2023 and December 31, 2022: Schedule of Assets and Liabilities Measured at Fair Value June 30, 2023 Level 1 Level 2 Level 3 Total Derivative liability - - 5,675,083 5,675,083 December 31, 2022 Level 1 Level 2 Level 3 Total Derivative liability - - 2,320,547 2,320,547 |
Summary of Activity of Level 3 Liabilities | A reconciliation of the changes in the Company’s Level 3 derivative liability at fair value is as follows: Summary of Activity of Level 3 Liabilities Balance - December 31, 2022 $ 2,320,547 Additions 4,717,949 Settlements (881,127 ) Change in fair value (482,286 ) Balance - June 30, 2023 $ 5,675,083 |
Real Estate, Property and Equ_2
Real Estate, Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Real Estate, Property and Equipment | The Company’s real estate, property and equipment consisted of the following at the respective balance sheet dates: Schedule of Real Estate, Property and Equipment June 30, 2023 December 31, 2022 Land $ 2,081,879 $ 2,231,879 Building and building improvements 4,975,244 4,975,243 Leasehold Improvements 710,317 846,754 Computers 57,166 332,809 Furniture, fixtures, and equipment 72,213 1,379,219 Other Equipment 74,935 518,145 Construction in progress 138,187 138,187 Total 8,109,941 10,422,236 Less accumulated depreciation (1,982,206 ) (3,899,257 ) Real estate, property and equipment, net $ 6,127,735 $ 6,522,979 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Expected Future Amortization Expense for Intangible Assets | Developed intangible assets subject to amortization are as follows: Schedule of Expected Future Amortization Expense for Intangible Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) Developed technology 3,680,000 $ 368,000 $ 3,312,000 4.50 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) Developed technology $ 3,680,000 $ - $ 3,680,000 5.00 |
Schedule of Future Amortization Expense for Intangible Assets | Expected future amortization expense for intangible assets as of June 30, 2023, is as follows: Schedule of Future Amortization Expense for Intangible Assets Fiscal Years 2023 (remaining) $ 368,000 2024 736,000 2025 736,000 2026 736,000 2027 736,000 Thereafter - Total $ 3,312,000 |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The following table summarizes the Company’s debt as of June 30, 2023 and December 31, 2022: Schedule of Long Term Debt As of June 30, Total 2023 15,615,892 2024 2,333,909 2025 4,956,948 2026 1,518,682 Thereafter - Total obligations $ 24,425,431 |
Schedule of Maturity Debt | Indebtedness of Facilities Schedule of Maturity Debt Maturity Date Interest Rate June 30, 2023 December 31, 2022 Naples Equity Loan ^ May 2023 9.95 % $ 4,550,000 $ 4,550,000 Gearhart Loan ^ December 2022 7.00 % 193,578 193,578 SBA PPP Loans # February 2022 1.00 % 1,518,682 1,518,682 Bank Direct Payable December 2022 3.13 % - 80,381 AIU Sixth Street February 2023 12.00 % - 49,593 1800 Diagonal Lending October 2024 12.00 % 45,303 116,760 1800 Diagonal Lending February 2024 12.00 % 134,723 - Equity Secure Fund I, LLC* March 2024 18.00 % 1,097,610 1,000,000 Invesque, Inc. July 2025 10.00 % 3,977,470 Merchant Cash Advance Loans (^^) Naples Operating PIRS Capital March 2023 0.00 % $ 338,000 $ 338,000 Little Rock Libertas February 2023 0.00 % 326,330 326,330 PIRS Capital Financing Agreement March 2023 0.00 % 144,659 144,659 Naples Samson #1 May 2023 0.00 % 76,916 76,916 Naples LG Funding #2 April 2023 0.00 % 171,170 171,170 Little Rock Premium Funding April 2023 0.00 % 211,313 211,313 Little Rock KIT Funding December 2022 0.00 % 89,400 89,400 Little Rock Samson Funding #4 February 2023 0.00 % 170,501 170,501 Naples Operating SWIFT December 2022 0.00 % 111,750 111,750 New Braunfels Samson Cloud Fund February 2023 0.00 % 308,035 308,035 New Braunfels Samson Group February 2023 0.00 % 375,804 375,804 Westover Hills One River December 2022 0.00 % 128,298 128,301 Westover Hills FOX Capitol March 2023 0.00 % 109,384 109,384 Westover Hills Arsenal October 2023 0.00 % 95,882 95,882 Westover Samson Funding March 2023 0.00 % 267,754 267,754 Subtotal merchant cash advance loans 2,925,196 2,925,199 Notional amount of debt 14,442,562 10,434,193 Less: current maturities 14,442,562 10,434,193 $ - $ - CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Indebtedness Allocated to real estate Real Estate: Artesia Note June 2033 Variable $ - $ 211,721 Carpenter Enterprises Demand Note Variable 237,180 300,000 Leander Stearns National Association February 2023 10.38 % 805,000 805,000 Notional amount of debt 1,042,180 1,316,721 Less: current maturities 805,000 805,000 $ 237,180 $ 511,721 Other (Corporate) Indebtedness AGP Contract ^ March 2023 5.00 % $ 550,000 $ 550,000 Cibolo Creek Partners December 2025 0.09 % 388,276 421,470 Cibolo Creek Partners promissory note December 2025 0.09 % 91,208 96,208 EIDL SBA Treas 310 December 2051 3.75 % 494,900 494,900 Firstfire May 2023 12.00 % (1,378 ) 95,054 Five C’s Loan ^ December 2022 9.85 % 325,000 325,000 GS Capital May 2023 12.00 % - 50,955 Jefferson Street Capital LLC May 2023 12.00 % 16,800 84,000 KOBO, L.P. October 2023 Floating % 500,000 500,000 Mast Hill LP May 2023 12.00 % 300,000 420,000 Mast Hill LP July 2023 12.00 % 252,000 315,000 Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Jefferson Street Capital LLC (February 2023) February 2024 12.00 % 192,883 - Mast Hill LP (January 2023) January 2024 12.00 % 756,000 - Bridge Financings 8.00 685,000 - Convertible Notes Issued by AIU Alternative Care, Inc. January 2024 12.00 % 749,000 - Notional amount of debt 5,799,689 3,852,587 Less: current maturities 1,942,422 2,340,009 $ 3,857,267 $ 1,512,578 TIC Purchase Agreements No Specified Date 8.00 % $ 3,141,000 $ 3,141,000 Total 24,425,431 18,744,501 Less Debt Discount & Derivatives (1,797,732 ) (1,004,271 ) Total $ 22,627,699 $ 17,740,230 ^ Obligation is in default. Interest rate set forth is the stated rated of interest. The actual rate of interest has increased under the terms of the obligation. ^^ We have ceased payment of these obligations. Obligations are subject to litigation for nonpayment, as previously reported. See Note 7 — Commitments and Contingencies. # SBA PPP obligations are past due and in the Company is continuing the process to have these obligations forgiven. Obligation is in payment default. Each lender has not exercised any of their remedies. Each lender has the right to exercise remedies including the conversion of the promissory note into shares of our common stock and collection of default interest and other amounts, and in the case of Mast Hill to exercise the Lender Remedy Warrants described in Note 10 — Deficit. Jefferson Street Capital LLC has granted a forbearance to October 31, 2023. Mast Hill LP has granted a forbearance dated October 4, 2023 until the earlier of (i) the closing of the merger (“Merger”) with Viveon Health Acquisition Corp under the merger agreement dated as of April 5, 2023, as amended, (ii) to January 2, 2024 (90 days from the date of the forbearance), (iii) the date that Clearday, Inc. or any of its subsidiaries makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed. or (iv) the date that bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Clearday, Inc. or any of its subsidiaries (the earlier of the aforementioned (i), (ii), (iii) or (iv) shall be referred to herein as the “Waiver Expiration Date”). There can be no assurance that the Company will be able to extend any the forbearances with any of these lenders on acceptable terms or at all or that Clearday will be able to comply with the terms of the forbearance provided by Mast Hill LP which includes that Clearday provide net proceeds from additional financings by Clearday under the terms of the promissory notes with such lender, unless such payment is excused by such lender. * Obligations have been modified as of June 5, 2023. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-Dilutive Shares Compensation of Earnings (Loss) Per Share | The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses for the periods ended June 30, 2023 and 2022, respectively. Schedule of Anti-Dilutive Shares Compensation of Earnings (Loss) Per Share 2023 2022 For the Six Months Ended Dilution shares calculation June 30, 2023 2022 Series A Convertible Preferred Stock 328,925 328,925 Series F 6.75% Convertible Preferred Stock 4,538,616 4,797,052 Series I 10.25% Convertible Preferred Stock 1,365,640 320,657 Limited Partnership Units 99,038 99,038 Warrants 7,618,820 4,036,320 Bridge Notes 835,366 - Total participating securities 14,786,405 9,581,992 |
Deficit (Tables)
Deficit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Summary of Outstanding Warrants | The following is a summary of such outstanding warrants at June 30 2023: Warrants (“STI Warrants”) issued by STI prior to September 9, 2021, the effective date of the AIU Merger. Summary of Outstanding Warrants Total Currently Exercisable Exercise Price per Share Expiration Date Common Shares Total Currently Exercisable Exercise Price per Share Expiration Date Warrants related to March 2018 financing 7,331 7,331 $ 245.84 September 9, 2023 Warrants related to July 2018 financing 119,241 119,241 $ 75.48 July 25, 2023 Warrants related to July 2018 financing 7,154 7,154 $ 94.35 July 25, 2023 Warrants related to May 2019 financing 5,518 5,518 $ 26.96 May 23, 2024 Warrants related to October 2019 financing 100,719 100,719 $ 5.39 October 10, 2024 Warrants related to October 2019 financing 14,336 14,336 $ 6.74 October 8, 2024 Warrants that were issued by Clearday Operations, Inc. prior to the effective date of the AIU Merger Common Shares Total Currently Exercisable Exercise Price per Share Expiration Date Warrants issued in connection with financings * 3,281,508 3,281,508 $ 5.00 November 15, 2029 Warrants issued to a consultant ^ 500,000 500,000 $ 11.00 August 10, 2026 * Two of our subsidiaries have preferred securities that are classified under GAAP as Non-Controlling Interest: (1) the preferred stock designated as the Series I 10.25% cumulative convertible preferred stock, par value $0.01 per share of AIU Alt Care (the “Alt Care Preferred Stock”); and (2) the preferred limited partnership interests of Clearday OZ Fund (the “Clearday OZ LP Interests”) As of June 30, 2023, there are 1,376,118 3,281,508 5.00 ^ The Company also has a warrant issued to a consultant representing 500,000 11.00 CLEARDAY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Warrants issued by Clearday, Inc. after the effective date of the AIU Merger Each of the following warrants (“Lender Remedy Warrants”) were issued in connection with a financing and provides that the warrant may only be issued upon an event of default under the related promissory note. Common Shares Outstanding Exercisable Exercise Price Maturity Date Related to the January 12, 2023, Financing (Mast Hill LP) 1,134,000 0 $ 0.75 5 years after Trigger Date Related to the September 30, 2022, Financing (Mast Hill LP) 472,500 0 $ 0.50 5 years after Trigger Date Related to the July 1, 2022, Financing (Mast Hill LP) 900,000 0 $ 0.50 5 years after Trigger Date * Trigger Date is defined as the date of an Event of Default under the promissory note that is related to the financing in which this warrant was issued, which default has not been waived. The additional warrants were also issued to lenders: Common Shares Related to the February 17, 2023, Financing (Jefferson Street Capital LLC) 225,000 225,000 $ 0.75 March 16, 2028 Related to the January 12, 2023, Financing (Mast Hill LP) 851,000 851,000 $ 0.75 February 14, 2028 |
Description of Business and G_2
Description of Business and Going Concern (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ 83,755,699 | $ 79,671,065 | |
Net loss from operations | 5,030,852 | 14,462,738 | |
Cash used in operating activities | $ 2,796,951 | $ 1,874,407 | $ 3,978,027 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives (Details) | Jun. 30, 2023 |
Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 39 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 15 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Schedule of Revenue from Contra
Schedule of Revenue from Contract with Customers (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Product Information [Line Items] | ||||
Revenues | $ 619,031 | $ 3,135,552 | $ 3,625,535 | $ 6,345,770 |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Transferred over Time [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 436,684 | $ 3,068,470 | $ 3,332,010 | $ 6,193,231 |
Transferred over Time [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 70% | 98% | 92% | 98% |
Transferred at Point in Time [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 159,766 | $ 64,724 | $ 248,807 | $ 148,620 |
Transferred at Point in Time [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 26% | 2% | 7% | 2% |
Transferred At Point In Time One [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 22,581 | $ 2,358 | $ 44,718 | $ 3,919 |
Transferred At Point In Time One [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 4% | 0% | 1% | 0% |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | $ 5,675,083 | $ 2,320,547 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | $ 5,675,083 | $ 2,320,547 |
Summary of Activity of Level 3
Summary of Activity of Level 3 Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Platform Operator, Crypto-Asset [Line Items] | |
Balance - December 31, 2022 | $ 2,320,547 |
Additions | 4,717,949 |
Settlements | (881,127) |
Change in fair value | (482,286) |
Balance - June 30, 2023 | $ 5,675,083 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, dividend rate, percentage | 6.75% | 6.75% | |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 80,000,000 | 80,000,000 | |
Classification of redeemable preferred stock, description | Registrants having such securities outstanding are required to present separately, in balance sheets, amounts applicable to the following three general classes of securities: (i) preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of the issuer; (ii) preferred stocks which are not redeemable or are redeemable solely at the option of the issuer; and (iii) common stocks. In addition, the rules require disclosure of redemption terms, five-year maturity data, and changes in redeemable preferred stock. | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Risk-free interest rates, minimum | 4.13% | 3.99% | |
Risk-free interest rates, maximum | 5.47% | 4.76% | |
Common stock expected volatility, minimum | 135% | 183% | |
Common stock expected volatility, maximum | 310% | 572% | |
Income tax examination description | greater than 50% likelihood | ||
Alt Care Preferred Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Dividend payment restrictions schedule, description | the aggregate investment amount for such security plus accrued and unpaid dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. | ||
Common Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Common stock, shares authorized | 80,000,000 | ||
Common stock price per share | $ 0.80 | $ 0.56 | |
AIU Impact Management LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equity method investment, ownership percentage | 1% | ||
Alt Care Preferred Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Preferred stock, shares authorized | 700,000 | ||
Preferred stock, par or stated value per share | $ 10 | ||
AIU Alt Care Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Preferred stock, shares authorized | 1,500,000 | ||
Common stock, shares authorized | 1,500,000 | 1,500,000 | |
AIU Alt Care Inc [Member] | Series I Cumulative Convertible Preferred Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Preferred stock, dividend rate, percentage | 10.25% | ||
Preferred stock, par or stated value per share | $ 0.01 | ||
AIU Impact Management LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Percentage of income and gain | 99% | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Exercise prices | $ 0.75 | 0.43 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Exercise prices | $ 0.35 | $ 0.35 | |
AIU Alternative Care Inc [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Percentage of voting interest acquired | 1% |
Schedule of Real Estate, Proper
Schedule of Real Estate, Property and Equipment (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, net | $ 6,127,735 | $ 6,522,979 |
Memory Care Facilities and Corporate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, gross | 8,109,941 | 10,422,236 |
Less accumulated depreciation | (1,982,206) | (3,899,257) |
Real estate, property and equipment, net | 6,127,735 | 6,522,979 |
Land [Member] | Memory Care Facilities and Corporate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, gross | 2,081,879 | 2,231,879 |
Building Improvements [Member] | Memory Care Facilities and Corporate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, gross | 4,975,244 | 4,975,243 |
Leasehold Improvements [Member] | Memory Care Facilities and Corporate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, gross | 710,317 | 846,754 |
Computer Equipment [Member] | Memory Care Facilities and Corporate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, gross | 57,166 | 332,809 |
Furniture, Fixtures and Equipment [Member] | Memory Care Facilities and Corporate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, gross | 72,213 | 1,379,219 |
Equipment [Member] | Memory Care Facilities and Corporate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, gross | 74,935 | 518,145 |
Construction in Progress [Member] | Memory Care Facilities and Corporate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, gross | $ 138,187 | $ 138,187 |
Real Estate, Property and Equ_3
Real Estate, Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Impairment Effects on Earnings Per Share [Line Items] | ||
Depreciation expenses | $ 526,073 | $ 372,259 |
Property, Plant and Equipment [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Depreciation expenses | $ 526,073 | $ 372,259 |
Schedule of Expected Future Amo
Schedule of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 368,000 | $ 0 | |
Weighted-Average Remaining Useful Life | 5 years | ||
Development Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | $ 3,680,000 | $ 3,680,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 368,000 | ||
Intangible Assets, Net (Excluding Goodwill) | $ 3,312,000 | $ 3,680,000 | |
Weighted-Average Remaining Useful Life | 4 years 6 months | 5 years |
Schedule of Future Amortization
Schedule of Future Amortization Expense for Intangible Assets (Details) | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remaining) | $ 368,000 |
2024 | 736,000 |
2025 | 736,000 |
2026 | 736,000 |
2027 | 736,000 |
Thereafter | |
Total | $ 3,312,000 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalized computer software, net | $ 3,312,000 | $ 3,680,000 |
Estimated useful life | 5 years | |
Amortization expenses | $ 368,000 | $ 0 |
Leases (Details Narrative)
Leases (Details Narrative) | Mar. 31, 2023 USD ($) |
Lease Transition Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Past due community lease amounts | $ 1,284,770 |
Rent differential amount | 1,710,777 |
Critical expenses advances | $ 275,000 |
Repayments percentage | 10% |
Lease Transition Agreement [Member] | July 31, 2023 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Lease cost | $ 300,000 |
Excess cash flow, rate | 10% |
Lease Transition Agreement [Member] | December 31, 2023 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Quarterly payment | $ 400,000 |
Lease Transition Agreement [Member] | Maximum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Critical expenses advances | 25,000 |
Repayments amount | 500,000 |
Lease Transition Agreement [Member] | Minimum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Repayments amount | 300,000 |
Community Lease Transition Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Repayments amount | $ 4,000,000 |
Schedule of Long Term Debt (Det
Schedule of Long Term Debt (Details) | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 15,615,892 |
2024 | 2,333,909 |
2025 | 4,956,948 |
2026 | 1,518,682 |
Thereafter | |
Total obligations | $ 24,425,431 |
Schedule of Maturity Debt (Deta
Schedule of Maturity Debt (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 05, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | ||||
Interest Rate | 16.75% | |||
Notional amount of debt | $ 24,425,431 | |||
Long term debt, non-current | 5,620,489 | $ 1,392,940 | ||
Indebtedness Allocated To Real Estate [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notional amount of debt | 1,042,180 | 1,316,721 | ||
Less: current maturities | 805,000 | 805,000 | ||
Notes payable | 237,180 | 511,721 | ||
Long-Term Debt, Gross | $ (1,042,180) | (1,316,721) | ||
Indebtedness Allocated To Real Estate [Member] | Artesia Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | June 2033 | |||
Notional amount of debt | 211,721 | |||
Long-Term Debt, Gross | (211,721) | |||
Indebtedness Allocated To Real Estate [Member] | Carpenter Enterprises [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | Demand Note | |||
Notional amount of debt | $ 237,180 | 300,000 | ||
Long-Term Debt, Gross | $ (237,180) | (300,000) | ||
Indebtedness Allocated To Real Estate [Member] | Leander Stearns National Association [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | February 2023 | |||
Interest Rate | 10.38% | |||
Notional amount of debt | $ 805,000 | 805,000 | ||
Long-Term Debt, Gross | (805,000) | (805,000) | ||
Other Corporate Indebtedness [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notional amount of debt | 5,799,689 | 3,852,587 | ||
Long-Term Debt, Gross | (5,799,689) | (3,852,587) | ||
Long term debts current | 1,942,422 | 2,340,009 | ||
Long term debts non current | 3,857,267 | 1,512,578 | ||
Notes payable gross | 24,425,431 | 18,744,501 | ||
Less debt discount & derivatives | (1,797,732) | (1,004,271) | ||
Notes payable net | $ 22,627,699 | 17,740,230 | ||
Other Corporate Indebtedness [Member] | Convertible Notes Issued by AIU Alternative Care, Inc. [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest Rate | 12% | |||
Notional amount of debt | [1] | $ 749,000 | ||
Long-Term Debt, Gross | [1] | $ (749,000) | ||
Other Corporate Indebtedness [Member] | AGP contract [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [2] | March 2023 | ||
Interest Rate | [2] | 5% | ||
Notional amount of debt | [2] | $ 550,000 | 550,000 | |
Long-Term Debt, Gross | [2] | $ (550,000) | (550,000) | |
Other Corporate Indebtedness [Member] | Cibolo Creek Partners [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | December 2025 | |||
Interest Rate | 0.09% | |||
Notional amount of debt | $ 388,276 | 421,470 | ||
Long-Term Debt, Gross | $ (388,276) | (421,470) | ||
Other Corporate Indebtedness [Member] | Cibolo Creek Partners Promissory Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | December 2025 | |||
Interest Rate | 0.09% | |||
Notional amount of debt | $ 91,208 | 96,208 | ||
Long-Term Debt, Gross | $ (91,208) | (96,208) | ||
Other Corporate Indebtedness [Member] | EIDL SBA Treas 310 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | December 2051 | |||
Interest Rate | 3.75% | |||
Notional amount of debt | $ 494,900 | 494,900 | ||
Long-Term Debt, Gross | $ (494,900) | (494,900) | ||
Other Corporate Indebtedness [Member] | Firstfire [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | May 2023 | |||
Interest Rate | 12% | |||
Notional amount of debt | $ 1,378 | 95,054 | ||
Long-Term Debt, Gross | $ (1,378) | (95,054) | ||
Other Corporate Indebtedness [Member] | Five C Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [2] | December 2022 | ||
Interest Rate | [2] | 9.85% | ||
Notional amount of debt | [2] | $ 325,000 | 325,000 | |
Long-Term Debt, Gross | [2] | $ (325,000) | (325,000) | |
Other Corporate Indebtedness [Member] | GS Capital [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | May 2023 | |||
Interest Rate | 12% | |||
Notional amount of debt | 50,955 | |||
Long-Term Debt, Gross | (50,955) | |||
Other Corporate Indebtedness [Member] | Jefferson Street Capital LLC [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [3] | May 2023 | ||
Interest Rate | [3] | 12% | ||
Notional amount of debt | [3] | $ 16,800 | 84,000 | |
Long-Term Debt, Gross | [3] | $ (16,800) | (84,000) | |
Other Corporate Indebtedness [Member] | KOBOLP [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [2] | October 2023 | ||
Notional amount of debt | [2] | $ 500,000 | 500,000 | |
Long-Term Debt, Gross | [2] | $ (500,000) | (500,000) | |
Other Corporate Indebtedness [Member] | Mast Hill Note 1 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [3] | May 2023 | ||
Interest Rate | [3] | 12% | ||
Notional amount of debt | [3] | $ 300,000 | 420,000 | |
Long-Term Debt, Gross | [3] | $ (300,000) | (420,000) | |
Other Corporate Indebtedness [Member] | Mast Hill Note 2 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [3] | July 2023 | ||
Interest Rate | [3] | 12% | ||
Notional amount of debt | [3] | $ 252,000 | 315,000 | |
Long-Term Debt, Gross | [3] | $ (252,000) | (315,000) | |
Other Corporate Indebtedness [Member] | Round Rock Development Partners Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | December 2025 | |||
Interest Rate | 0.09% | |||
Notional amount of debt | $ 500,000 | 500,000 | ||
Long-Term Debt, Gross | $ (500,000) | (500,000) | ||
Other Corporate Indebtedness [Member] | Jefferson Street Capital LLC February 2023 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | February 2024 | |||
Interest Rate | 12% | |||
Notional amount of debt | $ 192,883 | |||
Long-Term Debt, Gross | $ (192,883) | |||
Other Corporate Indebtedness [Member] | Mast Hill LP January 2023 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [3] | January 2024 | ||
Interest Rate | [3] | 12% | ||
Notional amount of debt | [3] | $ 756,000 | ||
Long-Term Debt, Gross | [3] | $ (756,000) | ||
Other Corporate Indebtedness [Member] | Bridge Financings [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest Rate | 8% | |||
Notional amount of debt | [1] | $ 685,000 | ||
Long-Term Debt, Gross | [1] | $ (685,000) | ||
Other Corporate Indebtedness [Member] | Convertible Notes Issued by AIU Alternative Care, Inc. [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | January 2024 | |||
Other Corporate Indebtedness [Member] | TIC Purchase Agreements [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest Rate | 8% | |||
Notional amount of debt | $ 3,141,000 | 3,141,000 | ||
Long-Term Debt, Gross | $ (3,141,000) | (3,141,000) | ||
Indebtedness of Facilities [Member] | Naples Mortgage Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [2] | May 2023 | ||
Interest Rate | [2] | 9.95% | ||
Notional amount of debt | [2] | $ 4,550,000 | 4,550,000 | |
Long-Term Debt, Gross | [2] | $ (4,550,000) | (4,550,000) | |
Indebtedness of Facilities [Member] | Gearhart Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [2] | December 2022 | ||
Interest Rate | [2] | 7% | ||
Notional amount of debt | [2] | $ 193,578 | 193,578 | |
Long-Term Debt, Gross | [2] | $ (193,578) | (193,578) | |
Indebtedness of Facilities [Member] | SBA PPP Loans [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [4] | February 2022 | ||
Interest Rate | [4] | 1% | ||
Notional amount of debt | [4] | $ 1,518,682 | 1,518,682 | |
Long-Term Debt, Gross | [4] | $ (1,518,682) | (1,518,682) | |
Indebtedness of Facilities [Member] | Bank Direct Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [2] | December 2022 | ||
Interest Rate | [2] | 3.13% | ||
Notional amount of debt | [2] | 80,381 | ||
Long-Term Debt, Gross | [2] | (80,381) | ||
Indebtedness of Facilities [Member] | AIU Sixth Street [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | February 2023 | |||
Interest Rate | 12% | |||
Notional amount of debt | 49,593 | |||
Long-Term Debt, Gross | (49,593) | |||
Indebtedness of Facilities [Member] | 1800 Diagonal Lending [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | October 2024 | |||
Interest Rate | 12% | |||
Notional amount of debt | $ 45,303 | 116,760 | ||
Long-Term Debt, Gross | $ (45,303) | (116,760) | ||
Indebtedness of Facilities [Member] | 1800 Diagonal Lending One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | February 2024 | |||
Interest Rate | 12% | |||
Notional amount of debt | $ 134,723 | |||
Long-Term Debt, Gross | $ (134,723) | |||
Indebtedness of Facilities [Member] | Equity Secure Fund I, LLC [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [1] | March 2024 | ||
Interest Rate | [1] | 18% | ||
Notional amount of debt | [1] | $ 1,097,610 | 1,000,000 | |
Long-Term Debt, Gross | [1] | $ (1,097,610) | (1,000,000) | |
Indebtedness of Facilities [Member] | Invesque Inc [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | July 2025 | |||
Interest Rate | 10% | |||
Notional amount of debt | $ 3,977,470 | |||
Long-Term Debt, Gross | (3,977,470) | |||
Merchant Cash Advance Loans [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notional amount of debt | [5] | 2,925,196 | 2,925,199 | |
Notional amount of debt | [5] | 14,442,562 | 10,434,193 | |
Less: current maturities | [5] | 14,442,562 | 10,434,193 | |
Long term debt, non-current | [5] | |||
Long-Term Debt, Gross | [5] | $ (2,925,196) | (2,925,199) | |
Merchant Cash Advance Loans [Member] | Naples Operating PIRS Capital [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | March 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 338,000 | 338,000 | |
Long-Term Debt, Gross | [5] | $ (338,000) | (338,000) | |
Merchant Cash Advance Loans [Member] | Little Rock Libertas [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | February 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 326,330 | 326,330 | |
Long-Term Debt, Gross | [5] | $ (326,330) | (326,330) | |
Merchant Cash Advance Loans [Member] | PIRS Capital Financing Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | March 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 144,659 | 144,659 | |
Long-Term Debt, Gross | [5] | $ (144,659) | (144,659) | |
Merchant Cash Advance Loans [Member] | Naples Samson [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | May 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 76,916 | 76,916 | |
Long-Term Debt, Gross | [5] | $ (76,916) | (76,916) | |
Merchant Cash Advance Loans [Member] | Naples LG Funding [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | April 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 171,170 | 171,170 | |
Long-Term Debt, Gross | [5] | $ (171,170) | (171,170) | |
Merchant Cash Advance Loans [Member] | Little Rock Premium Funding [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | April 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 211,313 | 211,313 | |
Long-Term Debt, Gross | [5] | $ (211,313) | (211,313) | |
Merchant Cash Advance Loans [Member] | Little Rock KIT Funding [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | December 2022 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 89,400 | 89,400 | |
Long-Term Debt, Gross | [5] | $ (89,400) | (89,400) | |
Merchant Cash Advance Loans [Member] | Little Rock Samson Funding [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | February 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 170,501 | 170,501 | |
Long-Term Debt, Gross | [5] | $ (170,501) | (170,501) | |
Merchant Cash Advance Loans [Member] | Naples Operating SWIFT [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | December 2022 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 111,750 | 111,750 | |
Long-Term Debt, Gross | [5] | $ (111,750) | (111,750) | |
Merchant Cash Advance Loans [Member] | New Braunfels Samson Cloud Fund [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | February 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 308,035 | 308,035 | |
Long-Term Debt, Gross | [5] | $ (308,035) | (308,035) | |
Merchant Cash Advance Loans [Member] | New Braunfels Samson Group [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | February 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 375,804 | 375,804 | |
Long-Term Debt, Gross | [5] | $ (375,804) | (375,804) | |
Merchant Cash Advance Loans [Member] | Westover Hills One River [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | December 2022 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 128,298 | 128,301 | |
Long-Term Debt, Gross | [5] | $ (128,298) | (128,301) | |
Merchant Cash Advance Loans [Member] | Westover Hills FOX Capital [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | March 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 109,384 | 109,384 | |
Long-Term Debt, Gross | [5] | $ (109,384) | (109,384) | |
Merchant Cash Advance Loans [Member] | Westover Hills Arsenal [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | October 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 95,882 | 95,882 | |
Long-Term Debt, Gross | [5] | $ (95,882) | (95,882) | |
Merchant Cash Advance Loans [Member] | Westover Samson Funding [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | [5] | March 2023 | ||
Interest Rate | [5] | 0% | ||
Notional amount of debt | [5] | $ 267,754 | 267,754 | |
Long-Term Debt, Gross | [5] | $ (267,754) | $ (267,754) | |
[1]Obligations have been modified as of June 5, 2023.[2]Obligation is in default. Interest rate set forth is the stated rated of interest. The actual rate of interest has increased under the terms of the obligation.[3]Obligation is in payment default. Each lender has not exercised any of their remedies. Each lender has the right to exercise remedies including the conversion of the promissory note into shares of our common stock and collection of default interest and other amounts, and in the case of Mast Hill to exercise the Lender Remedy Warrants described in Note 10 — Deficit. Jefferson Street Capital LLC has granted a forbearance to October 31, 2023. Mast Hill LP has granted a forbearance dated October 4, 2023 until the earlier of (i) the closing of the merger (“Merger”) with Viveon Health Acquisition Corp under the merger agreement dated as of April 5, 2023, as amended, (ii) to January 2, 2024 (90 days from the date of the forbearance), (iii) the date that Clearday, Inc. or any of its subsidiaries makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed. or (iv) the date that bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Clearday, Inc. or any of its subsidiaries (the earlier of the aforementioned (i), (ii), (iii) or (iv) shall be referred to herein as the “Waiver Expiration Date”). There can be no assurance that the Company will be able to extend any the forbearances with any of these lenders on acceptable terms or at all or that Clearday will be able to comply with the terms of the forbearance provided by Mast Hill LP which includes that Clearday provide net proceeds from additional financings by Clearday under the terms of the promissory notes with such lender, unless such payment is excused by such lender.[4]SBA PPP obligations are past due and in the Company is continuing the process to have these obligations forgiven.[5]We have ceased payment of these obligations. Obligations are subject to litigation for nonpayment, as previously reported. See Note 7 — Commitments and Contingencies. |
Indebtedness (Details Narrative
Indebtedness (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 05, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||
Long term debt | $ 24,425,431 | |||
Incurred interest expense | $ 1,197,054 | $ 896,643 | ||
Debt instrument, maturity date | Mar. 26, 2024 | Feb. 10, 2023 | ||
Increase in interest rate | 18% | |||
Debt instrument, interest rate during period | 1% | |||
Principal amount | $ 1,000,000 | |||
Interest rate | 16.75% | |||
Senior Convertible Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt instrument, maturity date | Jun. 30, 2024 | |||
Increase in interest rate | 4% | |||
Interest rate | 8% | |||
Debt Instrument, Description | In the event that the merger agreement dated as of April 5, 2023, as amended, (the “Viveon Merger Agreement”) with Viveon Health Acquisition Corp., a Delaware corporation (“Viveon”) providing for the proposed merger (“Viveon Merger”) is terminated, then the conversion price for our shares of common stock will be the lower of $0.82 per share and a price per share equal to a 25% discount to the volume weighted average price per share for our common stock for the ten (10) trading days preceding such termination date. If the Viveon Merger Agreement is not terminated, then at the closing of the Viveon Merger, the principal and accrued interest of the Bridge Notes will be converted at a price per share equal to $0.82 subject to ratable adjustment in the event of any stock split, reverse stock split, merger, consolidation, combination or similar transactions, and such shares of our common stock will be exchanged for shares of Viveon common stock under the terms of the Viveon Merger Agreement. | |||
Senior Convertible Notes [Member] | Maximum [Member] | ||||
Short-Term Debt [Line Items] | ||||
Bridge notes | $ 16,000,000 | |||
Memory Care Core and Corporate Facilities [Member] | ||||
Short-Term Debt [Line Items] | ||||
Long term debt | $ 17,007,210 | $ 16,347,290 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jun. 05, 2023 | Oct. 21, 2022 | Aug. 05, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||
Loss Contingency, Damages Awarded, Value | $ 2,801,365 | ||||
Long-Term Purchase Commitment, Amount | $ 3,012,011 | ||||
Cash | 2,763,936 | $ 8,093 | $ 195,638 | ||
[custom:PaymentOfAmount] | $ 248,075 | ||||
Loss contingency accrual at carrying value | 311,000 | ||||
Accrued | $ 261,000 | ||||
Accrued underpaid payroll tax | 1,097,000 | ||||
Loss contingency damages value | 2,925,196 | ||||
Loss contingency, damages paid, value | 1,531,640 | ||||
Participating Mortgage Loans, Mortgage Obligations, Amount | $ 875,000 | ||||
Debt Instrument, Maturity Date | Mar. 26, 2024 | Feb. 10, 2023 | |||
Percentage of fee payable | 2% | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Series A Preferred Stock [Member] | |||||
Loss Contingencies [Line Items] | |||||
Preferred stock, par value | 0.001 | $ 0.001 | |||
Clearday Oz Fund [Member] | |||||
Loss Contingencies [Line Items] | |||||
Warrant price per share | 10 | ||||
AIU Alt Care Inc [Member] | Series A Preferred Stock [Member] | |||||
Loss Contingencies [Line Items] | |||||
Common stock price per share | 10 | ||||
Preferred stock, par value | $ 20 | ||||
Real Estate Loan [Member] | |||||
Loss Contingencies [Line Items] | |||||
Repayments of Debt | $ 805,000 | ||||
Promissory Note [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages paid, value | $ 4,550,000 |
Schedule of Anti-Dilutive Share
Schedule of Anti-Dilutive Shares Compensation of Earnings (Loss) Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 14,786,405 | 9,581,992 |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 328,925 | 328,925 |
Series F 6.75% Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 4,538,616 | 4,797,052 |
Series I 10.25% Cumulative Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 1,365,640 | 320,657 |
Limited Partnership Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 99,038 | 99,038 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 7,618,820 | 4,036,320 |
Bridge Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 835,366 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||||
May 22, 2023 USD ($) a | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Aug. 11, 2023 USD ($) | Aug. 10, 2023 USD ($) | Jun. 05, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Guarantee fee, percentage | 1% | ||||||||
Debt instrument face amount | $ 1,000,000 | ||||||||
Number of common stock issued | $ 273,128 | $ 273,128 | |||||||
Interest rate | 16.75% | ||||||||
Gain/loss on disposal of assets | $ 5,925 | $ (100,542) | |||||||
Viveon Merger Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of advances invested | 48% | 48% | |||||||
Stock issued during period, value, acquisitions | $ 500,000,000 | ||||||||
AIU Inc [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | $ 479,484 | 479,484 | |||||||
Cibolo Creek Partners LLC [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | 0 | 0 | $ 517,678 | ||||||
A I U [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | 89,381 | ||||||||
Round Rock Development Partners LP [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | 500,000 | ||||||||
Richard Morris [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments for Rent | 127,933 | ||||||||
Jim Walesa [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loan fee | 143,141 | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loan fee | 44,722 | ||||||||
Number of common stock issued | 24,198 | ||||||||
Christen Hemmings [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Short-Term Debt | 130,000 | ||||||||
James Walesa [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Acres | a | 1.5 | ||||||||
Payments to acquire land | $ 155,925 | ||||||||
Payments for repurchase of land | $ 175,000 | ||||||||
Interest rate | 10.90% | ||||||||
Debt Instrument, Periodic Payment, Interest | $ 19,075 | ||||||||
Debt instrument periodic payment | $ 1,590 | ||||||||
Debt instrument date of first required payment | Jul. 01, 2024 | ||||||||
PPP Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument face amount | $ 336,538 | ||||||||
Promissory Note [Member] | Viveon Merger Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory note | $ 319,000 | $ 319,000 | |||||||
Promissory Note [Member] | Viveon Merger Agreement [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory note | $ 877,600 | $ 558,700 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants (Details) - $ / shares | Feb. 17, 2023 | Jan. 12, 2023 | Sep. 30, 2022 | Jul. 01, 2022 | Jun. 30, 2023 | |
Warrant One [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Total | 7,331 | |||||
Currently exercisable | 7,331 | |||||
Exercise price per share | $ 245.84 | |||||
Expiration date | Sep. 09, 2023 | |||||
Warrant Two [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Total | 119,241 | |||||
Currently exercisable | 119,241 | |||||
Exercise price per share | $ 75.48 | |||||
Expiration date | Jul. 25, 2023 | |||||
Warrant Three [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Total | 7,154 | |||||
Currently exercisable | 7,154 | |||||
Exercise price per share | $ 94.35 | |||||
Expiration date | Jul. 25, 2023 | |||||
Warrant Four [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Total | 5,518 | |||||
Currently exercisable | 5,518 | |||||
Exercise price per share | $ 26.96 | |||||
Expiration date | May 23, 2024 | |||||
Warrant Five [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Total | 100,719 | |||||
Currently exercisable | 100,719 | |||||
Exercise price per share | $ 5.39 | |||||
Expiration date | Oct. 10, 2024 | |||||
Warrant Six [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Total | 14,336 | |||||
Currently exercisable | 14,336 | |||||
Exercise price per share | $ 6.74 | |||||
Expiration date | Oct. 08, 2024 | |||||
AIU Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Total | [1] | 3,281,508 | ||||
Currently exercisable | [1] | 3,281,508 | ||||
Exercise price per share | [1] | $ 5 | ||||
Expiration date | [1] | Nov. 15, 2029 | ||||
AIU Warrants One [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Total | [2] | 500,000 | ||||
Currently exercisable | [2] | 500,000 | ||||
Exercise price per share | $ 11 | |||||
Expiration date | Aug. 10, 2026 | |||||
AIU Merger To Lender Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Outstanding | 1,134,000 | 472,500 | 900,000 | |||
Exercisable | 0 | 0 | 0 | |||
Exercise price | $ 0.75 | $ 0.50 | $ 0.50 | |||
Maturity date | [3] | 5 years after Trigger Date | 5 years after Trigger Date | 5 years after Trigger Date | ||
Additional Lender Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Outstanding | 225,000 | 851,000 | ||||
Exercisable | 225,000 | 851,000 | ||||
Exercise price | $ 0.75 | $ 0.75 | ||||
Maturity date | March 16, 2028 | February 14, 2028 | ||||
[1]Two of our subsidiaries have preferred securities that are classified under[2]The Company also has a warrant issued to a consultant representing 500,000 11.00 |
Summary of Outstanding Warran_2
Summary of Outstanding Warrants (Details) (Parenthetical) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrants description | (1) the preferred stock designated as the Series I 10.25% cumulative convertible preferred stock, par value $0.01 per share of AIU Alt Care (the “Alt Care Preferred Stock”); and (2) the preferred limited partnership interests of Clearday OZ Fund (the “Clearday OZ LP Interests”) |
Consultant [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrants to purchase common stock | 500,000 |
Warrants exercise price | $ / shares | $ 11 |
Clearday OZ LP Interests [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrants issued | 1,376,118 |
Warrants to purchase common stock | 3,281,508 |
Warrants exercise price | $ / shares | $ 5 |
Deficit (Details Narrative)
Deficit (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Voting rights | Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Dividend rate percentage | 6.75% | 6.75% | ||||
Risk-free interest rates, minimum | 4.13% | 3.99% | ||||
Risk-free interest rates, maximum | 5.47% | 4.76% | ||||
Common stock expected volatility, minimum | 135% | 183% | ||||
Common stock expected volatility, maximum | 310% | 572% | ||||
Net loss | $ (5,030,852) | $ (5,354,783) | ||||
AIU Alt Care Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ownership interest | 99% | 99% | ||||
AIU Alt Care Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | |||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | ||||
Capital Units, Authorized | 700,000 | |||||
Allied Integral United Inc [Member] | AIU Alt Care Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, shares authorized | 1,500,000 | |||||
Conversion of stock description | Common Stock is equal to (i) the aggregate investment amount for such security plus accrued dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the merger, these securities were exchangeable to shares of AIU common stock at a rate of 1 share for every $10.00 of aggregate amount of the investment plus such accrued dividends. | |||||
Net loss | $ 38,394 | |||||
Income (Loss) attributable to noncontrolling interest, before tax | 38,010 | 1,663 | ||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Net loss | 917,382 | |||||
Income (Loss) attributable to noncontrolling interest, before tax | $ 908,208 | $ 218,412 | ||||
Consultants [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued | 208,430 | |||||
Minimum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Exercise prices | $ 0.35 | $ 0.35 | $ 0.35 | |||
Maximum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Exercise prices | $ 0.75 | $ 0.75 | $ 0.43 | |||
Series F Convertible Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Dividend rate percentage | 6.75% | |||||
Series F Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Dividend rate percentage | 6.75% | 6.75% | ||||
Preferred stock, shares outstanding | 4,369,529 | 4,369,529 | ||||
Stock issued upon conversion | 616,253 | |||||
Series A Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 328,925 | 328,925 | 328,925 | |||
Preferred stock, shares outstanding | 328,925 | 328,925 | 328,925 | |||
Preferred stock liquidation preference | $ 0.01 | $ 0.01 | ||||
Series A Preferred Stock [Member] | AIU Alt Care Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, par value | 20 | $ 20 | ||||
Series F 6.75% Convertible Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Dividends, Preferred Stock | $ 3,343,771 | $ 1,655,926 | ||||
Convertible Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Dividend rate percentage | 10.25% | |||||
Series I 10.25% Cumulative Convertible Preferred Stock [Member] | Allied Integral United Inc [Member] | AIU Alt Care Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, par value | $ 0.01 | |||||
Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||
Dividend rate percentage | 10.25% | |||||
Series I Cumulative Convertible Preferred Stock [Member] | Allied Integral United Inc [Member] | AIU Alt Care Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares outstanding | 89,700 | |||||
Partnership Interest [Member] | Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Conversion of stock | $ 0 | $ 0 | $ 0 | 0 | ||
Conversion price | 80% | |||||
Partnership Interest [Member] | Series I Cumulative Convertible Preferred Stock [Member] | Allied Integral United Inc [Member] | AIU Alt Care Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares outstanding | 244,473 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock shares authorized | 80,000,000 | 80,000,000 | ||||
Common stock price per share, maximum | $ 0.80 | $ 0.80 | $ 0.56 | |||
Net loss | ||||||
Common Stock [Member] | Series F Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, par value | $ 2.38 | $ 2.38 | ||||
Common Stock [Member] | Superconductor Technologies Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Voting rights | The vote of most minority stockholders applies when an individual or entity and its affiliates or associates together own more than 50% of the voting power of the Company’s then outstanding capital stock | |||||
Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, par value | 0.001 | $ 0.001 | ||||
Dividend rate percentage | 10.25% | |||||
Preferred Stock [Member] | Series A 6.75% Cumulative Convertible Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued | 4,369,529 | 4,369,529 | ||||
Preferred stock, shares outstanding | 4,369,529 | 4,369,529 | 4,797,052 | |||
Preferred Stock [Member] | Series F Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, par value | $ 20 | $ 20 | ||||
Warrant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Risk-free interest rates, minimum | 3.53% | |||||
Risk-free interest rates, maximum | 474.06% | |||||
Common stock expected volatility, minimum | 183% | |||||
Common stock expected volatility, maximum | 184% | |||||
Warrant [Member] | Minimum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock price per share, maximum | 0.75 | $ 0.75 | ||||
Exercise prices | 0.50 | 0.50 | ||||
Warrant [Member] | Maximum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock price per share, maximum | 0.85 | 0.85 | ||||
Exercise prices | $ 0.75 | $ 0.75 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock shares designated | 5,000,000 | |
Preferred stock shares outstanding | 4,369,529 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) shares in Millions | 6 Months Ended | ||
Aug. 28, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | |||
Merger consideration | $ 273,128 | $ 273,128 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Property sale proceeds | $ 58,000 | ||
Subsequent Event [Member] | KOBOLP [Member] | |||
Subsequent Event [Line Items] | |||
Ownership percentage | 80% | ||
Subsequent Event [Member] | Clearday Inc [Member] | |||
Subsequent Event [Line Items] | |||
Ownership percentage | 20% | ||
Subsequent Event [Member] | Bridge Loan [Member] | Viveon Merger Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Additional financings | $ 1,700,000 | ||
Promissory note | $ 768,000 | ||
Merger Consideration [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 5 | ||
Merger Consideration [Member] | Subsequent Event [Member] | Minimum [Member] | Options And Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Merger consideration | $ 250,000,000 | ||
Merger Consideration [Member] | Subsequent Event [Member] | Maximum [Member] | Options And Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Merger consideration | $ 500,000,000 |