Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 12, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Rennova Health, Inc. | ||
Entity Central Index Key | 0000931059 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,979,894 | ||
Entity Common Stock, Shares Outstanding | 747,000,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 25,353 | $ 16,933 |
Accounts receivable, net | 499,454 | 3,565,447 |
Inventory | 445,415 | 614,344 |
Prepaid expenses and other current assets | 148,522 | 487 |
Income tax refunds receivable | 1,420,251 | 642,503 |
Current assets of discontinued operations classified as held for sale | 184,510 | 505,389 |
Total current assets | 2,723,505 | 5,345,103 |
Property and equipment, net | 7,814,435 | 8,231,830 |
Intangibles, net | 259,443 | 509,443 |
Deposits | 263,621 | 237,139 |
Right-of-use assets | 1,000,272 | 88,905 |
Non-current assets of discontinued operations classified as held for sale | 200,815 | 295,239 |
Total assets | 12,262,091 | 14,707,659 |
Current liabilities: | ||
Accounts payable (includes related parties amount of $0.3 million and $0.6 million, respectively) | 14,251,851 | 12,809,723 |
Checks issued in excess of bank account balance | 84,760 | 275,124 |
Accrued expenses (includes related parties amount of $0.2 million and $2.0 million, respectively) | 19,135,569 | 14,245,292 |
Income taxes payable | 1,438,837 | 1,373,669 |
Current portion of notes payable | 4,786,976 | 3,977,710 |
Current portion of note payable, related party | 2,097,000 | 15,159,455 |
Current portion of finance lease obligations | 249,985 | 1,119,418 |
Current portion of debentures | 12,690,539 | 29,873,740 |
Current portion of right-of-use operating lease obligations | 172,952 | 30,311 |
Derivative liability | 455,336 | 455,336 |
Current liabilities of discontinued operations classified as held for sale | 3,814,245 | 4,098,417 |
Total current liabilities | 59,178,050 | 83,418,195 |
Other liabilities: | ||
Note payable, net of current portion | 1,196,256 | |
Right-of-use operating lease obligations, net of current portion | 827,320 | 58,594 |
Non-current liabilities of discontinued operations classified as held for sale | 78,217 | 100,116 |
Total liabilities | 61,279,843 | 83,576,905 |
Commitments and contingencies | ||
Redeemable Preferred Stock | ||
Stockholders' deficit: | ||
Preferred stock value | ||
Common stock, $0.0001 par value, 10,000,000,000 shares authorized, 39,648,679 and 964,894 shares issued and outstanding | 3,965 | 96 |
Additional paid-in-capital | 819,494,275 | 510,402,197 |
Accumulated deficit | (868,536,506) | (586,942,014) |
Total stockholders' deficit | (49,017,752) | (76,519,721) |
Total liabilities and stockholders' deficit | 12,262,091 | 14,707,659 |
Redeemable Preferred Stock I-1 [Member] | ||
Other liabilities: | ||
Redeemable Preferred Stock | 5,835,294 | |
Redeemable Preferred Stock I-2 [Member] | ||
Other liabilities: | ||
Redeemable Preferred Stock | 1,815,181 | |
Series H Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock value | ||
Series F Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock value | 17,500 | 17,500 |
Total stockholders' deficit | 17,500 | |
Series K Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock value | 2,500 | |
Total stockholders' deficit | 2,500 | |
Series L Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock value | 2,500 | |
Series M Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock value | 220 | |
Series N Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock value | $ 294 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts payable related parties | $ 300,000 | $ 600,000 |
Accrued expenses related parties | $ 200,000 | $ 2,000,000 |
Preferred stock par value | $ 0.01 | |
Preferred stock shares authorized | 5,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock shares issued | 39,648,679 | 964,894 |
Common stock shares outstanding | 39,648,679 | 964,894 |
Series H Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 14,202 | 14,202 |
Preferred stock shares issued | 10 | 10 |
Preferred stock shares outstanding | 10 | 10 |
Series F Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 1,750,000 | 1,750,000 |
Preferred stock shares issued | 1,750,000 | 1,750,000 |
Preferred stock shares outstanding | 1,750,000 | 1,750,000 |
Series K Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 250,000 | 250,000 |
Preferred stock shares issued | 0 | 250,000 |
Preferred stock shares outstanding | 0 | 250,000 |
Series L Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 250,000 | 250,000 |
Preferred stock shares issued | 250,000 | 0 |
Preferred stock shares outstanding | 250,000 | 0 |
Series M Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 30,000 | 30,000 |
Preferred stock shares issued | 22,000 | 0 |
Preferred stock shares outstanding | 22,000 | 0 |
Series N Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 50,000 | 50,000 |
Preferred stock shares issued | 29,434 | 0 |
Preferred stock shares outstanding | 29,434 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenues | $ 7,200,120 | $ 16,003,443 |
Operating expenses: | ||
Direct costs of revenue | 11,783,526 | 14,759,258 |
General and administrative expenses | 11,660,899 | 16,148,393 |
Asset impairment | 250,000 | |
Depreciation and amortization | 700,993 | 795,202 |
Total operating expenses | 24,395,418 | 31,702,853 |
Loss from continuing operations before other income (expense) and income taxes | (17,195,298) | (15,699,410) |
Other income (expense): | ||
Other income (expense), net | 5,371,484 | (9,298,401) |
Net gain from legal settlements | 671,613 | |
Gain on extinguishment of debt | 2,041,038 | |
Change in fair value of derivative instrument | (105,076) | |
Gain on bargain purchase | 250,000 | |
Interest expense | (9,840,724) | (21,730,066) |
Total other income (expense), net | (1,756,589) | (30,883,542) |
Net loss from continuing operations before income taxes | (18,951,887) | (46,582,952) |
Benefit from income taxes | 1,308,180 | |
Net loss from continuing operations | (17,643,707) | (46,582,952) |
Net loss from discontinued operations | (696,067) | (1,450,869) |
Net loss | (18,339,774) | (48,033,821) |
Deemed dividends | (263,254,718) | (123,861,587) |
Net loss available to common stockholders | $ (281,594,492) | $ (171,895,408) |
Net loss per common share: | ||
Basic net loss available to common stockholders | $ (94.27) | $ (307.74) |
Diluted net loss available to common stockholders | $ (94.27) | $ (307.74) |
Weighted average number of common shares outstanding during the period: | ||
Basic | 2,987,229 | 558,577 |
Diluted | 2,987,229 | 558,577 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 20,002 | $ 1 | $ 375,858,739 | $ (415,046,606) | $ (39,167,864) |
Balance, shares at Dec. 31, 2018 | 2,000,225 | 12,857 | |||
Conversion of Series I-2 Preferred stock into common stock | $ 94 | 1,268,878 | 1,268,972 | ||
Conversion of Series I-2 Preferred stock into common stock, shares | 940,075 | ||||
Exchange of Series J Preferred stock for Series K Preferred | $ (2,500) | (2,500) | |||
Exchange of Series J Preferred stock for Series K Preferred, shares | (250,000) | ||||
Issuance of Series K Preferred stock | $ 2,500 | 2,500 | |||
Issuance of Series K Preferred stock, shares | 250,000 | ||||
Deemed dividends from trigger of down round provision feature | 123,861,587 | (123,861,587) | |||
Common stock issued in cashless exercise of warrants | $ 1 | (1) | |||
Common stock issued in cashless exercise of warrants, shares | 11,962 | ||||
Redemption of Series G Preferred stock | $ (2) | (98) | (100) | ||
Redemption of Series G Preferred stock, shares | (215) | ||||
Stock-based compensation | (51,899) | (51,899) | |||
Modification of warrants | 9,464,991 | 9,464,991 | |||
Net loss | (48,033,821) | (48,033,821) | |||
Balance at Dec. 31, 2019 | $ 20,000 | $ 96 | 510,402,197 | (586,942,014) | (76,519,721) |
Balance, shares at Dec. 31, 2019 | 2,000,010 | 964,894 | |||
Conversion of Series I-2 Preferred stock into common stock | $ 32 | 277,962 | 277,994 | ||
Conversion of Series I-2 Preferred stock into common stock, shares | 313,000 | ||||
Exchange of Series K Preferred Stock for Series L Preferred Stock | $ (2,500) | (2,500) | |||
Exchange of Series K Preferred Stock for Series L Preferred Stock, shares | (250,000) | ||||
Issuance of Series L Preferred Stock | $ 2,500 | 2,500 | |||
Issuance of Series L Preferred Stock, shares | 250,000 | ||||
Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest | $ 220 | 21,999,780 | 22,000,000 | ||
Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest, shares | 22,000 | ||||
Deemed dividend from issuance of Series M Preferred Stock | (3,150,368) | (3,150,368) | |||
Deemed dividend from issuance of Series M Preferred Stock, shares | |||||
Issuance of Series N Preferred Stock into stock | $ 304 | 30,435,215 | 30,435,519 | ||
Issuance of Series N Preferred Stock into stock, shares | 30,435 | ||||
Deemed dividend from issuance of series N preferred stock | (3,720,718) | (3,720,718) | |||
Deemed dividend from issuance of series N preferred stock, shares | |||||
Conversions of Series N Preferred Stock into common stock | $ (10) | $ 3,837 | (3,827) | ||
Conversions of Series N Preferred Stock into common stock, shares | (1,001) | 38,371,250 | |||
Payment of cash in lieu of fractional shares | (684) | (684) | |||
Payment of cash in lieu of fractional shares, shares | (465) | ||||
Deemed dividends from trigger of down round provision feature | 256,383,632 | (256,383,632) | |||
Redemption of Series G Preferred stock | |||||
Net loss | (18,339,774) | (18,339,774) | |||
Balance at Dec. 31, 2020 | $ 20,514 | $ 3,965 | $ 819,494,275 | $ (868,536,506) | $ (49,017,752) |
Balance, shares at Dec. 31, 2020 | 2,051,444 | 39,648,679 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows used in operating activities: | ||
Net loss from continuing operations | $ (17,643,707) | $ (46,582,952) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 700,993 | 795,202 |
Loss on receivables sold to factors | 1,228,955 | 1,361,053 |
Stock-based compensation | (51,899) | |
Penalty for non-payment of note payable and debentures | 9,850 | 6,893,940 |
Amortization of debt discount, including modification of warrants | 122,885 | 16,223,474 |
Other income from HHS Provider Relief Funds | (8,020,969) | |
Change in fair value of derivative instrument | 105,076 | |
Net gain from legal settlements | (671,613) | |
Gain on extinguishment of debt | (2,041,038) | |
Impairment of intangible asset | 250,000 | |
Gain on purchase of hospital and medical center | (250,000) | |
Loss on disposal of property and equipment | 5,293 | |
Loss from discontinued operations | (696,067) | (1,450,869) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,446,117 | (999,493) |
Prepaid expenses and other current assets | (148,035) | 78,333 |
Inventory | 168,929 | 156,485 |
Security deposits | (26,482) | (90,289) |
Accounts payable and checks issued in excess of bank balance | 1,538,826 | 6,230,117 |
Accrued expenses | 7,798,653 | 3,553,372 |
Income tax assets and liabilities | (712,580) | (38,408) |
Net cash used in operating activities of continuing operations | (16,689,990) | (14,066,858) |
Net cash (used in) provided by operating activities of discontinued operations | (100,539) | 537,813 |
Net cash used in operating activities | (16,790,529) | (13,529,045) |
Cash flows (used in) provided by investing activities: | ||
Purchases of property and equipment | (370,890) | (127) |
Purchase of hospital and medical center | (658,537) | |
Proceeds from the sale of property and equipment | 82,000 | |
Net cash used in investing activities of continuing operations | (288,890) | (658,664) |
Net cash of investing activities of discontinued operations | ||
Net cash used in investing activities | (288,890) | (658,664) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from receivables sold under accounts receivable sales agreements | 2,114,375 | 2,650,000 |
Receivables paid under accounts receivable sales agreements | (1,723,453) | (2,804,896) |
Proceeds from issuance of related party note payable and advances | 7,628,553 | 16,669,455 |
Proceeds from issuance of debentures | 3,845,000 | |
Payments of debentures | (920,000) | |
Payments of related party note payable and advances | (4,187,387) | (2,310,000) |
Proceeds from notes payable | 1,198,835 | 1,600,000 |
Payments on notes payable | (1,590,250) | (5,005,795) |
HHS Provider Relief Funds | 12,542,691 | |
Proceeds from Paycheck Protection Program notes payable | 2,264,201 | |
Redemption of Series G Preferred Stock | (100) | |
Payments on finance lease obligations | (200,709) | (143,931) |
Payments of financing fees on note payable | (100,000) | |
Payments on right of use operating lease obligations | (137,847) | (53,939) |
Cash paid for fractional shares in connection with reverse stock split | (684) | |
Net cash provided by financing activities of continuing operations | 16,988,325 | 14,345,794 |
Net cash provided by (used in) financing activities of discontinued operations | 99,514 | (143,361) |
Net cash provided by financing activities | 17,087,839 | 14,202,433 |
Net increase in cash | 8,420 | 14,724 |
Cash at beginning of period | 16,933 | 2,209 |
Cash at end of period | $ 25,353 | $ 16,933 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1 – Description of Business and Basis of Presentation Rennova Health, Inc. (“Rennova”, together with its subsidiaries, the “Company”, “we”, “us” or “our”) is a provider of health care services. In late 2016, the Company decided to pursue the opportunity to acquire and operate clusters of rural hospitals and is currently focused on implementing this business model. The Company now owns one operating hospital, a hospital that it plans to reopen and operate, a physician’s office in Tennessee and a rural clinic in Kentucky. One of the hospitals closed on March 1, 2021, as more fully discussed below and in Note 20. As the business focus has transitioned to rural hospital operations, the Company has made plans to sell its last clinical laboratory, EPIC Reference Labs, Inc., and as a result, EPIC Reference Labs, Inc.’s operations have been classified as held for sale and included in discontinued operations for all periods presented. The Company’s operations now consist of only one business segment, Hospital Operations. Reverse Stock Split On July 22, 2020, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation to effect a 1-for-10,000 reverse stock split effective July 31, 2020 (the “Reverse Stock Split”). On May 7, 2020, the holders of a majority of the total voting power of the Company’s securities approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of all of the Company’s shares of common stock at a specific ratio within a range from 1-for-100 to 1-for-10,000, and granted authorization to the Board of Directors to determine in its discretion the specific ratio and timing of the reverse split on or prior to December 31, 2020. As a result of the Reverse Stock Split, every 10,000 shares of the Company’s common stock was combined and automatically converted into one share of the Company’s common stock on July 31, 2020. In addition, the conversion and exercise prices of all of the Company’s outstanding preferred stock, common stock purchase warrants, stock options, equity incentive plans and convertible debentures were proportionately adjusted at the applicable reverse split ratio in accordance with the terms of such instruments. In addition, proportionate voting rights and other rights of common stockholders were not affected by the Reverse Stock Split, other than as a result of the payment of cash in lieu of fractional shares as no fractional shares were issued in connection with the Reverse Stock Split. All share, per share and capital stock amounts and common stock equivalents as of and for the years ended December 31, 2020 and 2019 presented herein have been restated to give effect to the Reverse Stock Split. Jamestown Regional Medical Center Medicare Agreement Following an inspection at Jamestown Regional Medical Center on February 5, 2019, the hospital was informed on February 15 that several conditions of participation in its Medicare agreement were deficient. The hospital was informed that if the deficiencies were not corrected by May 16 the Medicare agreement would terminate. A follow-up inspection on May 15 resulted in the determination that the hospital had failed to adequately correct the deficiencies highlighted and a notice of involuntary termination was issued that was effective on June 12, 2019. A significant percentage of patients at Jamestown Regional Medical Center are covered by Medicare and without any ability to get paid for these services the Company suspended operations at the hospital. The Company plans to reopen the hospital upon securing adequate capital to do so. The reopening plans have also been disrupted by the COVID-19 pandemic and the timing of the reopening has been delayed and is now intended for mid-2021. Jellico Community Hospital and CarePlus Center Effective March 5, 2019, the Company acquired certain assets related to Jellico Community Hospital and CarePlus Center, as more fully discussed in Note 6. Jellico Community Hospital was a 54-bed acute care facility that offered comprehensive services, including diagnostic imaging, radiology, surgery (general, gynecological and vascular), nuclear medicine, wound care and hyperbaric medicine, intensive care, emergency care and physical therapy. The CarePlus Center services include diagnostic imaging services, x-ray, mammography, bone densitometry, computed tomography (CT), ultrasound, physical therapy and laboratory services on a walk-in basis. On March 1, 2021, the Company closed Jellico Community Hospital, after the City of Jellico issued a 30-day termination notice for the lease of the building, as more fully discussed in Note 20. The Company does not expect this closure to have an adverse effect on its business strategy and believes it will have a positive impact from a reduced cash requirement in the immediate future. Impact of the Pandemic A novel strain of coronavirus (“COVID-19”) was declared a global pandemic by the World Health Organization on March 11, 2020. We have been closely monitoring the COVID-19 pandemic and its impact on our operations and we have taken steps intended to minimize the risk to our employees and patients. These steps have increased our costs and our revenues have been significantly adversely affected. Demand for hospital services has substantially decreased. As discussed in Note 8, we have received Paycheck Protection Program (“PPP”) loans. We have also received Health and Human Services (“HHS”) Provider Relief Funds from the federal government as more fully discussed below. If the COVID-19 pandemic continues for a further extended period, we expect to incur significant losses and additional financial assistance may be required. Going forward, the Company is unable to determine the extent to which the COVID-19 pandemic will continue to affect its business. The nature and effect of the COVID-19 pandemic on our balance sheet and results of operations will depend on the severity and length of the pandemic in our service areas; government activities to mitigate the pandemic’s effect; regulatory changes in response to the pandemic, especially those affecting rural hospitals; and existing and potential government assistance that may be provided. Hospitalizations in Tennessee for COVID-19 increased throughout 2020 and appear to have peaked in December 2020. From third party information, there have been 822,085 cases and 12,001 deaths as of April 12, 2021. The roll out of vaccinations is expected to significantly reduce the risk of death and reduce transmission of the virus and a return to more normal expectations is expected throughout 2021. These developments have had, and may continue to have, a material adverse effect on the Company and the operations of our hospitals. Our plans to reopen our Jamestown Regional Medical Center, whose operations were suspended in June 2019, have been disrupted by the pandemic and the timing of the reopening has been delayed. On September 14, 2020, the Company announced that it had purchased and taken delivery of equipment to provide rapid testing for COVID-19 at Jellico Community Hospital, CarePlus Center and Big South Fork Medical Center in an effort to provide the Company with an additional revenue stream. On March 1, 2021, the Company closed Jellico Community Hospital, after the City of Jellico issued a 30-day termination notice for the lease of the building. The closure, including a discussion of Jamestown Community Hospital’s equipment, is more fully discussed in Note 20. This closure is not expected to have a negative impact on the current position of the business or the longer-term business strategy. HHS Provider Relief Funds The Company received Provider Relief Funds from the United States Department of HHS provided to eligible healthcare providers out of the $100 billion Public Health and Social Services Emergency Fund provided for in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The funds were allocated to eligible healthcare providers for expenses and lost revenue attributable to the COVID-19 pandemic. The funds were being released in tranches, and HHS partnered with UnitedHealth Group to distribute the initial $30 billion in funds by direct deposit to providers. As of December 31, 2020, Company-owned facilities have received approximately $12.5 million in relief funds. This included approximately $120,000 received by Jamestown Medical Center, Inc. where staff continue to be employed and remain engaged in the provision of healthcare services that qualify for relief. The fund payments are grants, not loans, and HHS will not require repayment, but providers are restricted and the funds must be used only for grant approved purposes. Based on an analysis of the compliance and reporting requirements of the Provider Relief Funds and the impact of the pandemic on our operating results through December 31, 2020, we recognized $8.0 million of these payments as income in 2020. The income has been recorded under the caption “Other income (expense)” and the unrecognized portion has been recorded in accrued liabilities in our consolidated financial statements. The Company’s assessment of whether the terms and conditions for amounts received have been met considers all frequently asked questions and other interpretive guidance issued by HHS. On September 19, 2020, HHS issued a Post-Payment Notice of Reporting Requirements (the “September 19, 2020 Notice”), which indicates that providers may recognize reimbursement for healthcare-related expenses, as defined therein, attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse. Additionally, amounts received from the HHS that are not fully expended on eligible healthcare-related expenses may be recognized as reimbursement for lost revenues, represented as a negative change in year-over-year net patient care operating income. Providers may apply payments to lost revenues up to the amount of the 2019 net gain from healthcare-related sources or, for entities that reported a negative net operating gain in 2019, receipts from the HHS may be recognized up to a net zero gain/loss in 2020. On October 22, 2020, HHS issued an updated Post-Payment Notice of Reporting Requirements and a Reporting Requirements Policy Update (together, the “October 22, 2020 Notice”), which includes two primary changes: (1) the definition of lost revenue is changed to refer to the negative year-over-year difference in 2019 and 2020 actual revenue from patient care related sources as opposed to the negative year-over-year change in net patient care operating income, and (2) the definition of reporting entities is broadened to include the parent of one or more subsidiary tax identification numbers that received general distribution payments, entities having providers associated with it that provide diagnoses, testing or treatment for cases of COVID-19, or entities that can otherwise attest to the terms and conditions. As codified in the October 22, 2020 Notice, the Company’s estimate of pandemic relief funds as of December 31, 2020 includes the allocation of certain general funds among subsidiaries. Regarding the amended definition of lost revenues, such change served to increase amounts eligible to be recognized as income, as compared to the September 19, 2020 Notice. Provider Relief Funds received through HHS that have not yet been recognized as income or otherwise have not been refunded to HHS as of December 31, 2020, are reflected within accrued liabilities in the consolidated balance sheets, and such unrecognized amounts may be recognized as income in future periods if the underlying conditions for recognition are met. As evidenced by the October 22, 2020 Notice, HHS’ interpretation of the underlying terms and conditions of such payments, including auditing and reporting requirements, continues to evolve. On January 15, 2021, the government issued “General and Targeted Distribution Post-Payment Notice of Reporting Requirements,” (the “January 15, 2021 Notice”), which again provides guidance on reporting instructions and use of funds. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional Provider Relief Fund payments or may result in the derecognition of amounts previously recognized, which (in any such case) may be material. During the year ended December 31, 2020, the Company’s estimate of the amount for which it is reasonably assured of meeting the underlying terms and conditions was updated based on, among other things, the September 19, 2020 Notice, the October 22, 2020 Notice, the January 15, 2021 Notice and the Company’s results of operations during 2020. Taking into account these countervailing factors, the Company believes that the amount recognized as of December 31, 2020 of approximately $8.0 million remains an appropriate estimate. Going Concern Under ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“Accounting Standards Codification (“ASC”) 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements are issued. Management has assessed the Company’s ability to continue as a going concern in accordance with the requirement of ASC 205-40. As reflected in the consolidated financial statements, the Company had a working capital deficit and an accumulated deficit of $56.5 million and $868.5 million, respectively, at December 31, 2020. In addition, the Company had a loss from continuing operations of approximately $17.6 million and cash used in operating activities of $16.8 million for the year ended December 31, 2020. As of the date of this report, our cash is deficient and payments for our operations in the ordinary course are not being made. The continued losses and other related factors, including the payment defaults under the terms of outstanding notes payable and debentures as more discussed in Notes 8 and 9, raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the filing date of this report. The Company’s consolidated financial statements are prepared assuming the Company can continue as a going concern, which contemplates continuity of operations through realization of assets, and the settling of liabilities in the normal course of business. The Company plans to separate out its Advanced Molecular Services Group (“AMSG”) and Health Technology Solutions, Inc. (“HTS”), as independent publicly traded companies in either a spin off or transaction with a publicly quoted company. In accordance with ASC 205-20 and having met the criteria for “held for sale”, the Company has reflected amounts relating to AMSG and HTS as disposal groups classified as held for sale and included as part of discontinued operations. AMSG and HTS are no longer included in the segment reporting following the reclassification to discontinued operations. The discontinued operations of AMSG and HTS are described further in Note 17. In addition, during 2020, the Company announced plans to sell its last clinical laboratory, EPIC Reference Labs, Inc., and as a result, EPIC Reference Labs, Inc.’s operations have been classified as held for sale and included in discontinued operations for all periods presented, as more fully discussed in Note 17. On March 1, 2021, the Company closed Jellico Community Hospital, after the City of Jellico issued a 30-day termination notice for the lease of the building. Jellico Community Hospital had been operating at a loss since it was acquired by the Company in March 2019. The Company’s core operating businesses are now a rural hospital, a physician’s office, CarePlus Center and a hospital that it plans to reopen and operate, which is a specialized marketplace with a requirement for capable and knowledgeable management. The Company’s current financial condition may make it difficult to attract and maintain adequate expertise in its management team to successfully operate these businesses. There can be no assurance that the Company will be able to achieve its business plan, which is to acquire and operate clusters of rural hospitals, raise any additional capital or secure the additional financing necessary to implement its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to raise adequate capital to fund its operations and repay its outstanding debentures and other past due obligations, fully align its operating costs, increase its revenues, and eventually regain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements have been prepared in accordance with U.S. GAAP and in accordance with Regulation S-X of the SEC. The consolidated financial statements include the accounts of Rennova Health, Inc. and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. Comprehensive Loss During the years ended December 31, 2020 and 2019, comprehensive loss was equal to the net loss amounts presented in the accompanying consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include the estimates of fair values of assets acquired and liabilities assumed in business combinations, including hospital acquisitions, reserves, contractual allowances and write-downs related to receivables, the recoverability of long-lived assets, stock based compensation, the valuation allowance relating to the Company’s deferred tax assets, valuation of equity and derivative instruments, income from HHS Provider Relief Funds, deemed dividends and debt discounts, among others. Actual results could differ from those estimates and would impact future results of operations and cash flows. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had minimal cash equivalents at December 31, 2020 and 2019. Revenue Recognition We recognize revenue in accordance with ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606),” ● The parties have approved the contract either in writing; orally by acknowledgement; or implicitly, based on customary business practices. ● Each party’s rights and the contract’s payment terms are identified. ● The contract has commercial substance. ● Collection is probable. Under the accounting guidance, we no longer present the provision for doubtful accounts as a separate line item and our revenues are presented net of estimated contract and related allowances. We also do not present “allowances for doubtful accounts” on our consolidated balance sheets. We review our calculations for the realizability of gross service revenues monthly to make certain that we are properly allowing for the uncollectable portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer groups. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly with a greater weight being given to the most recent trends; this process is adjusted based on recent changes in underlying contract provisions. This calculation is routinely analyzed by us based on actual allowances issued by payers and the actual payments made to determine what adjustments, if any, are needed. Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). There were no adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during 2020 and 2019. The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment. Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive. The federal poverty level is established by the federal government and is based on income and family size. The Company considers the poverty level in determining whether patients qualify for free or reduced cost of care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care. In implementing the uninsured discount policy, we may first attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable (the “hindsight analysis”) as a primary source of information in estimating the collectability of our accounts receivable. We perform the hindsight analysis quarterly, utilizing rolling twelve-months accounts receivable collection and write off data. We believe our quarterly updates to the estimated contractual allowance amounts at each of our hospital facilities provide reasonable estimates of our revenues and valuations of our accounts receivable. At December 31, 2020 and 2019, estimated contractual allowances of $45.5 million and $99.3 million, respectively, and bad debt of $7.1 million and $8.5 million, respectively, have been recorded as reductions to our accounts receivable balances to enable us to record our revenues and accounts receivable at the estimated amounts we expect to collect. To quantify the total impact of the trends related to uninsured accounts, we believe it is beneficial to view total uncompensated care, which is comprised of charity care, uninsured discounts and implicit price concessions. Total uncompensated care as a percentage of gross revenues was 1.42% and 7% for the years ended December 31, 2020 and 2019, respectively. Contractual Allowances and Doubtful Accounts Policy Accounts receivable are reported at realizable value, net of allowances for credits and doubtful accounts, which are estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimating and reviewing the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for contractual credits and doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues which may impact the collectability of these receivables or reserve estimates. Receivables deemed to be uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. Revisions to the allowances for doubtful accounts estimates are recorded as an adjustment to provision for bad debts. As required by Topic 606, for the years ended December 31, 2020 and 2019, after bad debt and contractual and related allowance adjustments to revenues of $52.6 million and $107.8 million, respectively, we reported net revenues of $7.2 million and $16.0 million. We continue to review the provision for bad debt and contractual and related allowances. See Note 4 – Accounts Receivable. Leases, Including the Adoption of ASU No. 2016-02 We adopted ASU No. 2016-02, Leases (Topic 842) Impairment or Disposal of Long-Lived Assets The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board (the “FASB”) ASC Topic 360, Property, Plant and Equipment Derivative Financial Instruments and Fair Value, Including the Adoption of ASU 2017-11 In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815).” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). When the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. The incremental value of the debentures and warrants as a result of the down round provisions of $256.4 million and $123.9 million were recorded as deemed dividends for the years ended December 31, 2020 and 2019, respectively. See Note 12 for an additional discussion of derivative financial instruments. Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. When projected future taxable income is insufficient to provide for the realization of deferred tax assets, the Company recognizes a valuation allowance (see Note 15). In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2020 and 2019. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. Basic earnings (loss) per share of common stock is calculated by dividing net earnings (loss) allocable to common shareholders by the weighted-average shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted earnings (loss) per share is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants outstanding for the period as determined using the treasury stock method. For purposes of the diluted net loss per share calculation, common stock equivalents are excluded from the calculation when their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common shareholders is the same for periods with a net loss. See Note 3 for the computation of loss per share for the years ended December 31, 2020 and 2019. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss per Share | Note 3 – Loss per Share Basic and diluted loss per share is computed by dividing (i) loss available to common shareholders, by (ii) the weighted-average number of shares of common stock outstanding during the period. Basic loss per share excludes dilution and is computed by dividing loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. For the years ended December 31, 2020 and 2019, basic loss per share is the same as diluted loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss per share during the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Numerator Net loss from continuing operations $ (17,643,707 ) $ (46,582,952 ) Deemed dividends (263,254,718 ) (123,861,587 ) Net loss available to common stockholders, continuing operations $ (280,898,425 ) $ (170,444,539 ) Net loss from discontinued operations (696,067 ) (1,450,869 ) Net loss available to common stockholders $ (281,594,492 ) $ (171,895,408 ) Denominator Basic and diluted weighted average common shares outstanding 2,987,229 558,577 Loss per share, basic and diluted Basic and diluted, continuing operations $ (94.04 ) $ (305.14 ) Basic and diluted, discontinued operations $ (0.23 ) $ (2.60 ) Total basic and diluted $ (94.27 ) $ (307.74 ) Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2020 and 2019, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: December 31, 2020 2019 Warrants 4,571,165,207 63,452,536 Convertible preferred stock 4,006,169,661 7,912,237 Convertible debentures 327,164,407 3,063,478 Stock options 26 30 8,904,499,301 74,428,281 The terms of certain of the warrants, convertible preferred stock and convertible debentures issued by the Company provide for reductions in the per share exercise prices of the warrants and the per share conversion prices of the debentures and preferred stock (if applicable and subject to a floor in certain cases), in the event that the Company issues common stock or common stock equivalents (as that term is defined in the agreements) at an effective exercise/conversion price that is less than the then exercise/conversion prices of the outstanding warrants, preferred stock or debentures, as the case may be. In addition, many of these equity-based securities contain exercise or conversion prices that vary based upon the price of the Company’s common stock on the date of exercise/conversion (see Notes 12, 13 and 14). These provisions have resulted in significant dilution of the Company’s common stock and have given rise to reverse splits of the Company’s common stock. As a result of these down round provisions, the potential common stock and common stock equivalents totaled 25.9 billion at March 31, 2021 as more fully discussed in Note 20. See Note 14 regarding a discussion of the number of shares of the Company’s authorized common stock. |
Accounts Receivable and Income
Accounts Receivable and Income Tax Refunds Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable and Income Tax Refunds Receivable | Note 4 – Accounts Receivable and Income Tax Refunds Receivable Accounts receivable at December 31, 2020 and 2019 consisted of the following: December 31, December 31, 2020 2019 Accounts receivable $ 16,922,576 $ 26,687,028 Less: Allowance for discounts (13,185,843 ) (16,801,910 ) Allowance for bad debts (1,513,827 ) (5,245,817 ) Accounts receivable owed under sales agreements (1,723,452 ) (1,073,854 ) Accounts receivable, net $ 499,454 $ 3,565,447 The allowance for discounts reflected in the table above increased as a percentage of accounts receivable to 78% at December 31, 2020 compared to 63.0% at December 31, 2019. The allowance for discounts varies based on changes in historical contractual allowance rates. For the years ended December 31, 2020 and 2019, bad debt expense was $7.1 million and $8.5 million, respectively. The allowance for bad debts decreased by $3.7 million at December 31, 2020 compared to the balance at December 31, 2019. The Company’s policy is to write off accounts receivable balances against the allowance for bad debts once an accounts receivable ages past a specified number of days. Accounts Receivable Sales Agreements and Installment Promissory Note During the year ended December 31, 2020, the Company entered into six accounts receivable sales agreements under which the Company sold $3.3 million of accounts receivable on a non-recourse basis for a purchase price paid to the Company of $2.2 million, less $0.1million of origination fees. Accordingly, the Company recorded a loss on the sale of $1.2 million during the year ended December 31, 2020. As of December 31, 2020, $1.7 million was outstanding and owed under the accounts receivable sales agreements. During the year ended December 31, 2019, the Company entered into five accounts receivable sales agreements. The aggregate amount of accounts receivable sold on a non-recourse basis during the year ended December 31, 2019 was $3.9 million. The aggregate purchase price paid to the Company was $2.6 million, less $0.1 million of origination fees. Accordingly, the Company recorded a loss on the sale of $1.4 million during the year ended December 31, 2019. As of December 31, 2019, $1.1 million was outstanding and owed under these accounts receivable sales agreements. On January 29, 2020, the Company entered into a Secured Installment Promissory Note (the “Installment Note”) in the principal amount of $1.2 million, less $0.1 million in origination fees, the proceeds of which were used to satisfy in full the amounts due under accounts receivable sales agreements. The Installment Note is more fully discussed in Note 8. Income Tax Refunds Receivable As of December 31, 2020, the Company had $1.4 million of income tax refunds receivable. During 2020, the U.S. Congress approved the CARES Act, which allows a five-year carryback privilege for federal net operating tax losses that arose in a tax year beginning in 2018 and through the current tax year, that is, 2020. As a result, during the year ended December 31, 2020, the Company recorded approximately $1.1 million in refunds from the carryback of certain of its federal net operating losses. In addition, during the year ended December 31, 2020, the Company recorded $0.3 million in refunds related to other net operating loss carryback adjustments and it received income tax refunds of $0.6 million related to the audit of the Company’s 2015 Federal tax return. The Company’s federal net operating losses are more fully discussed in Note 15. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment at December 31, 2020 and 2019 consisted of the following: December 31, December 31, 2020 2019 Medical equipment $ 2,702,719 $ 2,338,989 Land 550,700 574,100 Building 6,482,260 6,548,560 Equipment 437,029 437,029 Equipment under capital leases 742,745 742,745 Furniture 240,156 235,156 Leasehold improvements 86,002 83,842 Vehicles 56,624 56,624 Computer equipment 251,432 251,432 Software 724,126 724,126 12,273,793 11,992,603 Less accumulated depreciation (4,459,358 ) (3,760,773 ) Property and equipment, net $ 7,814,435 $ 8,231,830 On March 5, 2019, the Company acquired certain assets and liabilities related to Jellico Community Hospital and CarePlus Center. The Company acquired property and equipment of $0.5 million for the Jellico Community Hospital and CarePlus Center acquisitions. These acquisitions are more fully discussed in Note 6. On March 1, 2021, the Company closed Jellico Community Hospital, after the City of Jellico issued a 30-day termination notice for the lease of the building. The impact of the closure of the hospital on its property and equipment is discussed in Note 20. This closure is not expected to have a negative impact on the current position of the business or the longer-term business strategy. Property and equipment are depreciated on a straight-line basis over their respective lives. The buildings are being depreciated over 39 years, leasehold improvements are depreciated over the life of the lease(s) and the remaining equipment is being depreciated over lives ranging from three to seven years. Depreciation expense on property and equipment was $0.7 million and $0.8 million for the years ended December 31, 2020 and 2019, respectively. Management periodically reviews the valuation of long-lived assets, including property and equipment, for potential impairment. Management did not recognize any impairment of these assets during the years ended December 31, 2020 and 2019. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Note 6 – Acquisitions Purchase Agreement re Jellico Community Hospital and CarePlus Center Effective March 5, 2019, the Company acquired certain assets related to Jellico Community Hospital and CarePlus Center. Jellico Community Hospital was a 54-bed acute care facility that offered comprehensive services, including diagnostic imaging, radiology, surgery (general, gynecological and vascular), nuclear medicine, wound care and hyperbaric medicine, intensive care, emergency care and physical therapy. The CarePlus Center offers sophisticated testing capabilities and compassionate care, all in a modern, patient-friendly environment. Services include diagnostic imaging services, x-ray, mammography, bone densitometry, computed tomography (CT), ultrasound, physical therapy and laboratory services on a walk-in basis. On March 1, 2021, the Company closed Jellico Community Hospital, after the City of Jellico issued a 30-day termination notice for the lease of the building, as more fully discussed in Note 20. This closure is not expected to have a negative impact on the current position of the business or the longer-term business strategy. The purchase price was $658,537. This purchase price was made available by Mr. Christopher Diamantis, a former member of the Company’s Board of Directors. The total cost of the acquisition was approximately $908,537, including $250,000 of diligence, legal and other costs associated with the acquisition. The acquisition costs were fully expensed in 2019. The fair value of the purchase consideration paid to the sellers was allocated to the net tangible and intangible assets acquired. The Company accounted for the acquisition as a business combination under U.S. GAAP. In accordance with the acquisition method of accounting under ASC 805 the assets acquired, and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the assets acquired, net of the liabilities assumed, was $0.9 million. The excess of the aggregate fair value of the net tangible assets acquired over the purchase price was $250,000 and has been treated as a gain on bargain purchase in accordance with ASC 805. The gain was due to the value of the intangible assets acquired. After evaluation, no adjustments were made to the preliminary allocation set forth below. The purchase price allocation was based, in part, on management’s knowledge of hospital operations. The following table shows the allocation of the purchase price of Jellico Community Hospital and CarePlus Center to the acquired identifiable assets acquired, and liabilities assumed: Total purchase price $ 658,537 Tangible and intangible assets acquired, and liabilities assumed at estimated fair value: Inventories $ 317,427 Property and equipment 500,000 Intangible asset- certificate of need 250,000 Accrued expenses (158,890 ) Net tangible and intangible assets acquired $ 908,537 Gain on bargain purchase $ 250,000 Impairment of Jellico Intangible Asset –Certificate of Need As a result of the closure of Jellico Community Hospital on March 1, 2021, as more fully discussed in Note 20, we determined that the hospital’s intangible asset, which was a certificate of need valued at $250,000, was impaired as of December 31, 2020. Unaudited Pro-Forma The following presents the unaudited pro-forma combined results of operations of the Company and Jellico Community Hospital and CarePlus Center as if the acquisition had occurred on January 1, 2019. The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2019 or to project potential operating results as of any future date or for any future periods. Year Ended December 31, 2019 (unaudited) Net revenue $ 18,453,443 Net loss from continuing operations (46,780,311 ) Net loss (48,231,180 ) Deemed dividend from trigger of down round provision feature (123,861,587 ) Net loss to common stockholders $ (172,092,767 ) Net loss per common share: Basic and diluted continuing operations $ (305.04 ) Basic and diluted loss to common stockholders $ (308.09 ) |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 7 – Accrued Expenses Accrued expenses at December 31, 2020 and 2019 consisted of the following: December 31, December 31, 2020 2019 Accrued payroll and related liabilities $ 8,263,940 $ 7,603,077 Deferred HHS Provider Relief Funds 4,400,000 - Accrued interest 4,728,942 4,905,749 Accrued legal 1,097,318 1,226,997 Other accrued expenses 645,369 509,469 Accrued expenses $ 19,135,569 $ 14,245,292 Accrued payroll and related liabilities at December 31, 2020 and 2019 included approximately $2.5 million and $1.3 million, respectively, for penalties associated with approximately $4.4 million of accrued past due payroll taxes as of December 31, 2020. As of December 31, 2020, we have deferred $4.4 million of HHS Provider Relief funds as more fully discussed in Note 1. Accrued interest decreased by $0.2 million at December 31, 2020 as compared to December 31, 2019. On June 30, 2020, the Company exchanged loans and the related accrued interest owed to Mr. Diamantis, a former member of our Board of Directors, outstanding as of that date for shares of the Company’s newly-issued Series M Convertible Preferred Stock (the “Series M Preferred Stock”) as more fully discussed in Notes 8 and 14. On August 31, 2020, the Company exchanged certain debentures and associated accrued interest outstanding as of that date for shares of its newly-issued Series N Convertible Redeemable Preferred Stock (the “Series N Preferred Stock”) and the interest accrued on certain outstanding debentures was reduced as more fully discussed in Note 9. Accrued interest at December 31, 2020 and 2019 included accrued interest of $0.2 million and $1.9 million, respectively, on loans made to the Company by Mr. Diamantis. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 8 – Notes Payable The Company and its subsidiaries are party to a number of loans with unrelated parties. At December 31, 2020 and December 31, 2019, notes payable consisted of the following: Notes Payable – Third Parties December 31, 2020 December 31, 2019 Loan payable to TCA Global Master Fund, L.P. (“TCA”) in the original principal amount of $3 million at 16% interest (the “TCA Debenture”). Principal and interest payments due in various installments through December 31, 2017 $ 1,741,893 $ 1,741,893 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $500,000, bearing interest at 6% per annum (the “Tegal Notes”). Principal and interest payments due annually from July 12, 2015 through July 12, 2017 297,068 335,817 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $1.9 million. Interest is due only upon event of default. Issued net of $0.3 million of debt discount and $0.1 million of financing fees. Payment due in installments through November 2020. 1,450,000 1,900,000 Notes payable under the Paycheck Protection Program (“PPP) issued on April 20, 2020 through May 1, 2020 bearing interest at a rate of 1% per annum. To the extent not forgiven, principal and interest payments are due monthly beginning sixteen months from the date of issuance and the notes mature 40 months from the date of issuance. 2,385,921 - Installment Note payable to Ponte Investments, LLC dated January 29, 2020, less original issue discount of $0.1 million, non-interest bearing, payable in weekly installment payments ranging from $22,500 to $34,000 due on or before February 5, 2020 through on or before October 21, 2020, the maturity date. 108,350 - 5,983,232 3,977,710 Less current portion (4,786,976 ) (3,977,710 ) Notes payable - third parties, net of current portion $ 1,196,256 $ - The Company did not make the required monthly principal and interest payments due under the TCA Debenture for the period from October 2016 through March 2017. On February 2, 2017, the Company made a payment to TCA in the amount of $0.4 million, which was applied to accrued and unpaid interest and fees, including default interest, as of the date of payment. On March 21, 2017, the Company made a payment to TCA in the amount of $0.75 million, of which approximately $0.1 million was applied to accrued and unpaid interest and fees under the TCA Debenture. Also on March 21, 2017, the Company entered into a letter agreement with TCA, which (i) waived any payment defaults through March 21, 2017; (ii) provided for the $0.75 million payment discussed above; (iii) set forth a revised repayment schedule whereby the remaining principal plus interest aggregating to approximately $2.6 million was to be repaid in various monthly installments from April of 2017 through September of 2017; and (iv) provided for payment of an additional service fee in the amount of $150,000, which was due on June 27, 2017, the day after the effective date of the registration statement filed by the Company; which amount was reflected in accrued expenses at December 31, 2020. In addition, TCA entered into an inter-creditor agreement with the purchasers of the convertible debentures (see Note 9) which sets forth rights, preferences and priorities with respect to the security interests in the Company’s assets. On September 19, 2017, the Company entered into a new agreement with TCA, which extended the repayment schedule through December 31, 2017. The remaining debt to TCA remains outstanding and TCA has made a demand for payment. In May 2020, the SEC appointed a Receiver to close down the TCA Global Master Fund, L.P. over allegations of accounting fraud. The amount recorded by the Company as being owed to TCA was based on TCA’s application of prior payments made by the Company. The Company believes that prior payments of principal and interest may have been applied to unenforceable investment banking and other fees and charges. It is the Company’s position that the amount owed to TCA is less than the amount set forth above. The Company did not make the second annual principal payment under the Tegal Notes that was due on July 12, 2016. On November 3, 2016, the Company received a default notice from the holders of the Tegal Notes demanding immediate repayment of the outstanding principal of $341,612 and accrued interest of $43,000. On December 7, 2016, the Company received a breach of contract complaint with a request for the entry of a default judgment (see Note 16). On April 23, 2018, the holders of the Tegal Notes received a judgment against the Company. As of December 31, 2020, the Company has paid $44,544 of principal amount of these notes. On September 27, 2019, the Company issued a promissory note to a lender in the principal amount of $1.9 million and received proceeds of $1.5 million, which was net of a $0.3 million original issue discount and $0.1 million in financing fees. The first principal payment of $1.0 million was due on November 8, 2019 and the remaining $0.9 million was due on December 26, 2019. These payments were not made. In February 2020, the note holder sued the Company and Mr. Diamantis, as guarantor, in New York State Court for the County of New York, for approximately $2.2 million for non-payment of the promissory note. In May 2020, the Company, Mr. Diamantis, as guarantor, and the note holder entered into a Stipulation providing for a payment of a total of $2.2 million (which included accrued “penalty” interest as of that date) in installments through November 1, 2020. As of December 31, 2020, $450,000 has been paid in cash and $1.9 million, including $0.5 million of accrued “penalty” interest, remains past due. The Stipulation is more fully discussed in Note 16. On January 29, 2020, the Company entered into the Installment Note in the principal amount of $1.2 million. The Company used the proceeds to satisfy in full the amounts due under accounts receivable sales agreements. These sales agreements are more fully discussed in Note 4. Pursuant to the Installment Note, weekly installment payments ranging from $22,500 to $34,000 were due on or before February 5, 2020 through on or before October 21, 2020, the maturity date. The Installment Note, which was issued with an original issue discount in the amount of approximately $0.1 million, is non-interest bearing and subject to late-payment fees of 10%. The Company made payments totaling $1.1 million during the year ended December 31, 2020. As of December 31, 2020, $0.1 million is past due, including $9,850 of late payment penalties. As of April 20, 2020 and through May 1, 2020, the Company and its subsidiaries received PPP loan proceeds in the form of promissory notes (the “PPP Notes”) in the aggregate amount of approximately $2.3 million. The PPP Notes and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries. No collateral or guarantees were provided in connection with the PPP Notes. The unforgiven portion of the PPP Notes are payable over two years at an interest rate of 1.0% per annum, with a deferral of payments for the first sixteen months. Beginning sixteen months from the dates of issuance, the Company is required (if not forgiven) to make monthly payments of principal and interest to the lenders. The aggregate monthly payment of all of the PPP Notes is approximately $0.1 million. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loans, we cannot assure you that we will not take actions that could cause the Company to be ineligible for forgiveness of the loans, in whole or in part. The Company is in the process of applying for forgiveness of the PPP Notes. Note Payable – Related Party At December 31, 2020 and December 31, 2019, note payable - related party consisted of the following: December 31, 2020 December 31, 2019 Loan payable to Christopher Diamantis $ 2,097,000 $ 15,159,455 Total note payable, related party 15,159,455 Less current portion of note payable, related party (2,097,000 ) (15,159,455 ) Total note payable, related party, net of current portion $ — $ — During the year ended December 31, 2020, Mr. Diamantis loaned the Company $7.6 million, the majority of which was used for working capital purposes, and the Company repaid Mr. Diamantis $4.2 million. During the year ended December 31, 2019, Mr. Diamantis advanced the Company $9.9 million, which was used for the settlement of a prepaid forward purchase contract, $0.7 million for the purchase of Jellico Community Hospital and CarePlus Center as more fully discussed in Note 6 and $6.7 million that was used primarily for working capital purposes. During the year ended December 31, 2019, we repaid Mr. Diamantis $2.3 million. On June 30, 2020, the Company exchanged the total amount owed to Mr. Diamantis on that date for outstanding loans and accrued interest, net of repayments, which was approximately $18.8 million, for shares of the Company’s Series M Preferred Stock. The Series M Preferred Stock is more fully discussed in Note 14. During the years ended December 31, 2020 and 2019, the Company accrued interest of $2.1 million and $1.6 million, respectively, on the loans from Mr. Diamantis. As of December 31, 2020 and 2019, accrued interest on the loans from Mr. Diamantis totaled $0.2 million and $1.9 million, respectively. Interest accrues on loans from Mr. Diamantis at a rate of 10% on the majority of the amounts loaned. In addition, the Company incurs interest expense related to the amounts Mr. Diamantis borrows from third-parties to loan to the Company. |
Debentures
Debentures | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debentures | Note 9 – Debentures The carrying amount of all outstanding debentures as of December 31, 2020 and 2019 was as follows: December 31, 2020 December 31, 2019 Debentures $ 12,690,539 $ 29,873,740 12,690,539 29,873,740 Less current portion (12,690,539 ) (29,873,740 ) Debentures, net of current portion $ - $ - Payment of all outstanding debentures totaling $12.7 million, including late-payment penalties, at December 31, 2020 was past due by the debentures’ original terms and the Company recorded approximately $6.9 million of non-payment penalties during the year ended December 31, 2019, as a result of the payment defaults. Two million dollars ($2.0 million) of principal balance of outstanding debentures issued in March 2017 (the “March 2017 Debentures”) were not paid as of March 21, 2019, the maturity date, $5.9 million of principal balance of outstanding debentures issued in September 2017 (the “September 2017 Debentures”) were not paid as of September 19, 2019, the maturity date, $11.2 million of principal balance of debentures issued during 2018 (“the 2018 Debentures”) were not paid as of September 19, 2019, the maturity date, and $3.9 million of principal balance of debentures issued during 2019 (“the 2019 Debentures”) were not paid as of December 31, 2019, the maturity date. The Company has incurred penalties in connection with these non-payments in the amount of $6.9 million as of December 31, 2020. In addition, the Company has accrued penalty interest at the rate of 18% per annum, or $7.4 million, as of December 31, 2020 as a result of the non-payments. On August 31, 2020, the Company and the debenture holders entered into the Exchange, Redemption and Forbearance Agreement (the “Exchange and Redemption Agreement”) as more fully discussed below. March 2017 Debentures The outstanding March 2017 Debentures totaling $2.6 million, including late-payment penalties, are convertible into shares of the Company’s common stock, at a conversion price which has been adjusted pursuant to the terms of the March 2017 Debentures to $0.0118 per share on December 31, 2020, due to prices at which the Company has subsequently issued shares of common stock. The March 2017 Debentures contain customary affirmative and negative covenants. The conversion price is subject to reset in the event of offerings or other issuances of common stock, or rights to purchase common stock, at a price below the then conversion price, as well as other customary anti-dilution protections as more fully described in the debentures. The conversion price of the March 2017 Debentures on December 31, 2020 stated above, reflects an amendment to remove a floor in the conversion price of the debentures as well as other adjustments for dilutive issuances, which triggered the down round provisions in the March 2017 Debentures. The March 2017 Debentures are secured by all of the Company’s assets and they are guaranteed by several of the Company’s subsidiaries. Between March 22, 2017 and December 31, 2020, holders of the March Debentures converted an aggregate of $14.0 million of these debentures into 426 shares of common stock. September 2017 Debentures The September 2017 Debentures contain customary affirmative and negative covenants. The Company’s obligations under the September 2017 Debentures were secured by a security interest in all of the Company’s and its subsidiaries’ assets. On October 30, 2017, the Company entered into exchange agreements (“Exchange Agreements”) with the holders of the September 2017 Debentures to provide that the holders could, from time to time, exchange, at the Company’s option, their September 2017 Debentures for shares of a newly-authorized Series I-2 Convertible Preferred Stock of the Company (the “Series I-2 Preferred Stock”) (See Note 13). As of December 31, 2020, a total of $3.1 million of September 2017 Debentures were converted into 3916.67 shares of Series I-2 Preferred Stock. On August 31, 2020, the Company and the debenture holders entered into the Exchange and Redemption Agreement, which is more fully discussed below, wherein the remaining principal balance of September 2017 Debentures on that date of $7.7 million, including late-payment penalties, were exchanged for shares of Series N Preferred Stock. The 2018 Debentures On March 5, 2018, May 14, 2018, May 21, 2018 and June 28, 2018, the Company closed offerings of $6.8 million aggregate principal amount of Senior Secured Original Issue Discount Convertible Debentures due September 19, 2019. The Company received proceeds of $5.5 million in the offerings net of the original issue discount of $1.3 million. On July 16, 2018, August 2, 2018, September 6, 2018 and November 8, 2018, the Company entered into Additional Issuance Agreements (the “Issuance Agreements”), with two existing institutional investors of the Company. Under the Issuance Agreements, the Company issued $4.3 million aggregate principal amount of Senior Secured Original Issue Discount Convertible Debentures due September 19, 2019 and received proceeds of $3.5 million. The conversion terms of these debentures are the same as those in the March 2017 Debentures, as more fully described above, with the exception of the conversion price, which is $0.052 at December 31, 2020 and is subject to a floor of $.052 per share. On August 31, 2020, the Company and the debenture holders entered into the Exchange and Redemption Agreement, which is more fully discussed below, wherein $8.9 million of principal balance, including late-payment penalties, of the 2018 Debentures were exchanged for shares of a newly-authorized Series N Preferred Stock. Debentures Issued in 2019 The Company issued debentures on February 24, 2019 in the aggregate principal amount of $300,000 and on March 27, 2019 in the aggregate principal amount of $300,000. Both of these debentures were guaranteed by Mr. Diamantis and were originally due on June 3, 2019. The maturity dates of these debentures were extended to December 31, 2019 and the terms were changed so that commencing on August 17, 2019 the debentures bore interest on the outstanding principal amount at a rate of 2.5% per month (increasing to 5% per month on October 12, 2019), payable quarterly beginning on October 1, 2019. All overdue accrued and unpaid interest entailed a late fee equal to the lesser of 24% per annum or the maximum rate permitted by applicable law. The Company issued debentures on May 12, 2019 in the aggregate principal amount of $500,000. These debentures were guaranteed by Mr. Diamantis and were due on June 3, 2019. In addition, the Company issued debentures on June 5, 2019 in the aggregate principal amount of $125,000 and on June 7, 2019 in the aggregate principal amount of $200,000. These debentures were also guaranteed by Mr. Diamantis and were due on July 20, 2019. The maturity dates of these debentures were extended to December 31, 2019 and the terms were changed so that commencing on August 17, 2019 the debentures bear interest on the outstanding principal amount at a rate of 2.5% per month (increasing to 5% per month on October 12, 2019), payable quarterly beginning on October 1, 2019. All overdue accrued and unpaid interest entailed a late fee equal to the lesser of 24% per annum or the maximum rate permitted by applicable law. On June 13, 2019, the Company closed an offering of $1,250,000 aggregate principal amount of debentures with certain existing institutional investors pursuant to the terms of a Bridge Debenture Agreement, dated as of June 13, 2019 (the “June 13 Agreement”) and received proceeds of $1,250,000. The June 13 Agreement provided that on or prior to June 30, 2019, at the mutual election of the Company and the investors, the investors could purchase an additional $1,250,000 principal amount on the same terms and conditions as provided in the June 13 Agreement. Under the June 13 Agreement, the maturity date of the debentures issued on February 24, 2019, March 27, 2019, May 12, 2019, June 5, 2019 and June 7, 2019 were extended to December 31, 2019 and the terms were changed such that they have the same interest terms as contained in the June 13, 2019 debentures, as more fully discussed below. On June 21, 2019, the Company and the investors agreed that the Company would issue, and the investors would purchase, $250,000 principal amount of debentures and on June 24, 2019 the Company and the investors agreed that the Company would issue, and the investors would purchase, an additional $1,020,000 aggregate principal amount of debentures. In connection with the issuances of the June 21, 2019 and June 24, 2019 debentures, the Company received total proceeds of $1,270,000. The June 13, 2019, June 21, 2019 and June 24, 2019 debentures (collectively, the “June 2019 Debentures”) are secured and guaranteed by the Company’s subsidiaries on the same terms as provided in the Purchase Agreement, dated as of August 31, 2017. Commencing on August 17, 2019, the June 2019 Debentures bore interest on the outstanding principal amount at a rate of 2.5% per month (increasing to 5% per month on October 12, 2019), payable quarterly beginning on October 1, 2019. All overdue accrued and unpaid interest entailed a late fee equal to the lesser of 24% per annum or the maximum rate permitted by applicable law. Christopher Diamantis is a guarantor of the June 2019 Debentures. The debentures issued in 2019 were not paid on December 31, 2019, the maturity date. During the year ended December 31, 2019, the Company accrued $1.2 million of late-payment penalties as a result of the non-payments. In January 2020, the Company and Mr. Diamantis entered into a Forbearance Agreement with certain debenture holders under which Mr. Diamantis paid the debenture holders $50,000 for legal fees and $220,000 in principal payments on debentures that were issued in February 2019. In addition, Mr. Diamantis, who had guaranteed certain of the debentures, agreed to grant the debenture holders security interests in certain potential legal settlements funds that may become due to Mr. Diamantis. The Forbearance Agreement, which terminated on March 15, 2020, required the Company and Mr. Diamantis to repay the debenture holders a total of $4.9 million on or before the termination date, of which $4.7 million was not repaid. During May 2020, the Company repaid $0.5 million of the debentures. On June 30, 2020, the Company received a formal notice of default and demand for full payment of the $29.2 million of outstanding debentures on that date plus accrued interest. The Company repaid $0.2 million of the debentures in July 2020. As a result of the Exchange and Redemption Agreement discussed below, the interest rate on all of the debentures issued in 2019 was reduced to a rate of 18% per annum, and accordingly as of December 31, 2020, the Company has recorded interest expense associated with these debentures of $0.9 million. Exchange, Redemption and Forbearance Agreement On August 31, 2020, the Company and the debenture holders entered into the Exchange and Redemption Agreement wherein they agreed to: 1) Exchange outstanding Series I-1 Preferred Stock and Series I-2 Preferred Stock (collectively, the “Series I-1 and I-2 Preferred Stock”) for shares of Series N Preferred Stock at the stated value of the Series I-1 and Series I-2 Preferred Stock, which was $6,257,616. The Series I-1 and Series I-2 Preferred Stock are more fully discussed in Note 13 and the Series N Preferred Stock is more fully discussed in Notes 13 and 14; 2) Exchange on August 31, 2020 outstanding debentures totaling $19.3 million, which included principal and penalties of $16.5 million and accrued interest of $2.8 million for Series N Preferred Stock with a stated value (and determined to be fair value) of $24.2 million; 3) Provide for the repayment of outstanding debentures and accrued interest of approximately $9.8 million at August 31, 2020, for a payment of $10.0 million in cash anytime on or before November 29, 2020; 4) Provide, if the payment in Number 3 above is made timely, to allow for the exchange of the outstanding non-convertible debentures issued in 2019, with a carrying value on Rennova’s book of $4.8 million at August 31, 2020, including penalties at 30% of the original principal balance and penalty interest calculated at 18% per annum, for Series N Preferred Stock with a stated value of $4.9 million. Under this provision, the penalty interest is accrued at the rate of 18% per annum and not the original interest terms, which were 5% per month and 24% per annum on late payment of penalty interest, as a concession and to offset the premium paid for the exchange of the debentures noted in Number 2 above. This interest rate concession, which totaled $2.3 million at August 31, 2020, is permanent and will not be reversed in any event, including non-payment of the $10.0 million by November 29, 2020; 5) Provide that if the $10.0 million cash payment is made timely, no interest will accrue or be due under the outstanding debentures for the periods subsequent to August 31, 2020, however, interest will again accrue on these outstanding debentures at a rate of 18% per annum subsequent to August 31, 2020 if the $10.0 million cash payment is not made timely; 6) Provide that during the 90-day redemption period (or until the occurrence of certain specified events, if earlier), the investors will forbear from exercising any remedies against the Company or Mr. Diamantis as a result of any existing defaults under the outstanding securities; and 7) Provide that the embedded conversion options of the outstanding debentures noted in Number 3 above have been suspended as of August 31, 2020 and that the conversion terms will only be reinstated to their original terms after November 29, 2020 if the $10.0 million cash payment is not made. During the year ended December 31, 2020, as a result of the Exchange and Redemption Agreement, the Company recorded (i) a $2.0 million gain on the extinguishment of debt, a $0.3 million fair value adjustment to the debenture principal, partially offset by the reduction in interest expense of $2.3 million; and (ii) deemed dividends of $3.7 million as a result of the exchange of the debentures and Series I-1 and I-2 Preferred Stock into shares of the Series N Preferred Stock. The redemption right was not exercised and all such additional amounts have become due and payable. The debentures issued during the year ended December 31, 2019 were issued at a discount of $0.1 million and accordingly, the Company realized a total of $3.8 million in proceeds from the issuances of debentures during 2019. The debentures issued in 2017 and 2018 were also issued with discounts. These discounts represented original issue discounts, the relative fair value of the warrants issued with the debentures, the value of the modifications of certain of these warrants, and the relative fair value of the beneficial conversion features of the debentures. During the year ended December 31, 2019, the Company recorded approximately $16.2 million of such amortization of debt discount expense in connection with the debentures and warrants. These amounts included debt discount amortization that resulted from the modification of warrants as more fully discussed in Notes 12 and 14. All of the discounts associated with the debentures were fully amortized as of December 31, 2019. In addition to the amortization of discounts, during the years ended December 31, 2020 and 2019, the Company incurred interest expense on debentures of $6.0 million and $2.1 million, respectively. The March 2017 Debentures and the September 2017 Debentures were issued with warrants to purchase shares of the Company’s common stock. Outstanding warrants are more fully discussed in Note 14. See Notes 3, 14 and 20 for a discussion of the dilutive effect of the outstanding convertible debentures, warrants and convertible preferred stock as of December 31, 2020 and March 31, 2021. During the years ended December 31, 2020 and 2019, the Company recorded $256.4 million and $123.9 million of deemed dividends as a result of the down round provision of debentures and warrants. See Notes 2 and 12. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – Related Party Transactions In addition to the transactions discussed in Notes 6 and 8, the Company had the following related party activity during the years ended December 31, 2020 and 2019: Alcimede billed $0.5 million and $0.4 million for services for the years ended December 31, 2020 and 2019, respectively, pursuant to a consulting agreement originally entered into in 2012. It is subject to annual renewals. Seamus Lagan, the Company’s President and Chief Executive Officer, is the sole manager of Alcimede (see Note 14). The Company’s staff accountant, Ms. Kristi Dymond, received approximately $82,500 as a loan after she purchased certain land and buildings at auction in Jellico, Tennessee, that were attached to or related to the Company’s business there. The Company had no part in Ms. Dymond’s decision to acquire the property but decided that it would provide her a loan in support of her intentions to assist the Company. The loan is secured by the property and as long as the loan remains outstanding the Company is permitted the use of the assets and the assets remain security for the loan. The terms of the foregoing activity, including those discussed in Notes 6 and 8 are not necessarily indicative of those that would have been agreed to with unrelated parties for similar transactions. |
Finance and Operating Lease Obl
Finance and Operating Lease Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Finance and Operating Lease Obligations | Note 11 – Finance and Operating Lease Obligations We adopted ASU No. 2016-02, Leases (Topic 842) Generally, we use our most recent agreed upon borrowing interest rate at lease commencement as our interest rate, as most of our operating leases do not provide a readily determinable implicit interest rate. The following table presents our lease-related assets and liabilities at December 31, 2020 and December 31, 2019: Balance Sheet Classification December 31, 2020 December 31, 2019 Assets: Operating leases Right-of-use operating lease assets $ 1,000,272 $ 88,905 Finance leases Property and equipment, net 249,985 1,119,418 Total lease assets $ 1,250,257 $ 1,208,323 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 172,952 $ 30,311 Finance leases Current liabilities 249,985 1,119,418 Noncurrent: Operating leases Right-of-use operating lease obligations 827,320 58,594 Total lease liabilities $ 1,250,257 $ 1,208,323 Weighted-average remaining term: Operating leases 4.17 years 2.96 years Finance leases 0 years 0.08 years Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance leases 4.9 % 5.1 % The following table presents certain information related to lease expense for finance and operating leases for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 Year Ended December 31, 2019 Finance lease expense: Depreciation/amortization of leased assets (1) $ 26,349 $ (11,828 ) Interest on lease liabilities 9,455 5,804 Operating leases: Short-term lease expense (2) 169,465 248,146 Total lease expense $ 205,269 $ 242,122 (1) Adjusts depreciation recorded in the prior year. (2) Expenses are included in general and administrative expenses in the consolidated statements of operations. Other Information The following table presents supplemental cash flow information for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for operating leases $ 137,847 $ 53,939 Operating cash flows for finance leases $ 9,455 $ - Financing cash flows for finance lease payments $ 200,709 $ 143,931 Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows: Right-of-Use Operating Leases Finance Leases January 1, 2021 to December 31, 2021 $ 293,829 $ 253,776 January 1, 2022 to December 31, 2022 339,538 - January 1, 2023 to December 31, 2023 275,176 - January 1, 2024 to December 31, 2024 219,463 - January 1, 2025 to December 31, 2025 191,809 - Thereafter Total 1,319,815 253,776 Less interest (319,543 ) (3,791 ) Present value of minimum lease payments $ 1,000,272 $ 249,985 Less current portion of lease obligations (172,952 ) (249,985 ) Lease obligations, net of current portion $ 827,320 $ - As of December 31, 2020, the Company was in default under its finance lease obligations, therefore, the aggregate future minimum lease payments and accrued interest under this finance lease in the amount of $0.2 million are deemed to be immediately due. In July 2020, the Company entered into a settlement with the holder of one of the finance leases and paid $0.1 million as full and final settlement of the obligation as more fully discussed in Note 16. |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Fair Value | Note 12 – Derivative Financial Instruments and Fair Value In accordance with ASC 820, “ Fair Value Measurements and Disclosures ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). ● Level 3 applies to assets or liabilities for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including our own assumptions. The estimated fair value of financial instruments is determined by the Company using available market information and valuation methodologies considered to be appropriate. At December 31, 2020 and 2019, the carrying value of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to their short-term nature. The following table sets forth the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020 and 2019: Level 1 Level 2 Level 3 Total As of December 31, 2020: Embedded conversion option $ - $ - $ 455,336 $ 455,336 Total $ - $ - $ 455,336 $ 455,336 As of December 31, 2019: Embedded conversion option $ - $ - $ 455,336 $ 455,336 Total $ - $ - $ 455,336 $ 455,336 The following table reconciles the changes in the liability categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2019 and 2020: Balance at December 31, 2018 $ 350,260 Change in fair value of derivative instrument 105.076 Balance at December 31, 2019 $ 455,336 Change in fair value of derivative instrument - Balance at December 31, 2020 $ 455,336 The Company utilized the following methods to value its derivative liability as of December 31, 2019 for the embedded conversion option valued at $455,336. The Company determined the fair value by comparing the discounted conversion price per share multiplied by the number of shares issuable at the balance sheet date to the actual price per share of the Company’s common stock multiplied by the number of shares issuable at that date with the difference in value recorded as a liability. During the year ended December 31, 2019, the Company extended the exercise period of the outstanding Series B Warrants (Series B Warrants are more fully discussed in Notes 12 and 14) twice, once to September 2019 and the second time to March 31, 2022 and recorded interest expense of $9.5 million, which represented the aggregate fair value of the modifications. The Company used the Black Scholes model to calculate the fair value of the warrants as of the modification dates. Using the pre-modification terms and related assumptions of risk free rates ranging from 2.44% to 2.46%, volatility ranging from 182.9% to 204.4% and weighted average remaining lives of .24 years to .36 years, and the post-modification terms and related assumptions of risk free rates ranging from 2.23% to 2.49%, volatility ranging from 198.3% to 259.4% and weighted average remaining lives of .48 years to 2.89 years, the changes in the fair value of the warrant instruments as a result of the modifications were estimated to be $9.5 million. During the years ended December 31, 2020 and 2019, the conversions of preferred stock triggered a further reduction in the conversion/ exercise prices of any debentures and warrants containing ratchet features that had not already ratcheted down to their floor. In accordance with U.S. GAAP, the incremental fair value of the debentures and warrants as a result of the decreases in the conversion/exercise prices was measured using Black Scholes. The following assumptions were utilized in the Black Scholes valuation models in the year ended December 31, 2020: risk free rates ranging from 0.09% to 0.13%, volatility ranging from 170.3% to 295.2% and lives ranging from 0.10 to 1.65 years. The following assumptions were utilized in the Black Scholes valuation models in the year ended December 31, 2019: risk free rates ranging from 2.4% to 2.6%, volatility ranging from 189.5% to 273.1% and lives ranging from 0.3 to 3.2 years. The incremental value of the debentures and warrants as a result of the down round provisions of $256.4 million and $123.9 million were recorded as deemed dividends for the years ended December 31, 2020 and 2019, respectively. Deemed dividends are also discussed in Notes 2 and 3. |
Mandatorily Redeemable Preferre
Mandatorily Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Mandatorily Redeemable Preferred Stock | Note 13 – Mandatorily Redeemable Preferred Stock The Company has 5,000,000 authorized shares of Preferred Stock at a par value of $0.01. Issuances of the Company’s Preferred Stock included as part of stockholders’ deficit are discussed in Note 14. The following is a summary of the issuances of the Company’s Mandatorily Redeemable Preferred Stock. Series I-1 Convertible Preferred Stock and Series I-2 Convertible Preferred Stock On October 30, 2017, the Company closed an offering of $4,960,000 stated value of 4,960 shares of Series I-1 Preferred Stock. Each share of Series I-1 Preferred Stock had a stated value of $1,000. The offering was pursuant to the terms of the Securities Purchase Agreement, dated as of October 30, 2017 (the “Purchase Agreement”), between the Company and certain existing institutional investors of the Company. The Company received proceeds of $4.0 million from the offering. Each share of Series I-1 Preferred Stock was convertible into shares of the Company’s common stock at any time at the option of the holder at a conversion price equal to 85% of the lesser of the volume weighted average market price of the common stock on the day prior to conversion or on the day of conversion. The conversion price was subject to “full ratchet” and other customary anti-dilution protections. On October 30, 2017, the Company entered into Exchange Agreements with the holders of the September 2017 Debentures and the September 2018 Debentures (collectively, the “September Debentures”) to provide that the holders could, from time to time, exchange their September Debentures for shares of a Series I-2 Preferred Stock. The Exchange Agreements permitted the holders of the September Debentures to exchange specified principal amounts of the September Debentures on various closing dates starting on December 2, 2017 (debentures are more fully discussed in Note 9). At the holder’s option each holder could reduce the principal amount of September Debentures exchanged on any particular closing date, or elect not to exchange any September Debentures at all on a closing date. If a holder chose to exchange less principal amount of September Debentures or none at all, it could carry forward such lesser amount to a future closing date and then exchange more than the originally specified principal amount for that later closing date. For each $0.80 of principal amount of the debenture surrendered to the Company at any closing date, the Company would issue to the holder a share of Series I-2 Preferred Stock with a stated value of $1.00. From December 2, 2017 through March 1, 2018, any exchange under the Exchange Agreements was at the option of the holder. Subsequent to March 2018, any exchange was at the option of the Company. Each share of Series I-2 Preferred Stock was convertible into shares of the Company’s common stock at any time at the option of the holder at a conversion price equal to 85% of the lesser of the volume weighted average market price of the common stock on the day prior to conversion or on the day of conversion. The conversion price was subject to “full ratchet” and other customary anti-dilution protections. The Company’s Board of Directors designated up to 21,346 shares of the 5,000,000 authorized shares of preferred stock as the Series I-2 Preferred Stock and the Company issued 3,907.67 shares of its Series I-2 Preferred Stock. Each share of Series I-2 Preferred Stock had a stated value of $1,000. During the year ended December 31, 2020, the holder converted 236.30 shares of Series I-2 Preferred Stock into 313,000 shares of the Company’s common stock and during the year ended December 31, 2019, the holder converted 1,078.63 shares of Series I-2 Preferred Stock into 940,075 shares of the Company’s common stock. On August 31, 2020, the remaining outstanding shares of Series I-1 and Series I-2 Preferred Stock, which totaled 6,257.62 shares, were exchanged for the Company’s Series N Preferred Stock as more fully discussed below and in Note 9. On August 31, 2020, the Company entered into the Exchange and Redemption Agreement with certain institutional investors in the Company wherein the investors agreed to reduce their holdings of the Company’s debentures, which are more fully discussed in Note 9, by approximately $19.3 million (including accrued interest and penalties) by exchanging the debentures and all of the outstanding shares of the Company’s Series I-1 and Series I-2 Preferred Stock, which was 6,257.62 shares, for 30,435.52 shares of the Company’s Series N Preferred Stock. The Exchange and Redemption Agreement is more fully discussed in Note 9. The Series N Preferred Stock is more fully discussed in Note 14. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 14 – Stockholders’ Deficit Authorized Capital The Company has 10,000,000,000 authorized shares of Common Stock at $0.0001 par value and 5,000,000 authorized shares of Preferred Stock at a par value of $0.01. Preferred Stock The Company has 5,000,000 shares, par value $0.01, of preferred stock authorized. As of December 31, 2020, the Company had outstanding shares of preferred stock consisting of 10 shares of its Series H Preferred Stock, 1,750,000 shares of its Series F Convertible Preferred Stock, 250,000 shares of its Series L Convertible Preferred Stock, 22,000 shares of its Series M Preferred Stock and 29,434 shares of its Series N Preferred Stock. In December 2019, the Series G Preferred Stock, which had a stated value of $1,000 per share and was convertible into shares of the Company’s common stock at a price equal to 85% of the volume weighted average price of the Company’s common stock at the time of conversion, was redeemed for $100. The Series H Preferred Stock has a stated value of $1,000 per share and is convertible into shares of the Company’s common stock at a conversion price of 85% of the volume weighted average price of the Company’s common stock at the time of conversion. In September 2017, the Company issued 1,750,000 shares of its Series F Preferred Stock valued at $174,097 in connection with the acquisition of Genomas Inc. Genomas Inc. is included in the Company’s discontinued operations in the AMSG & HTS Group, which are discussed in Note 17. As a result of the Reverse Stock Split, the maximum number of shares of common stock issuable upon the conversion of the Series F Preferred Stock is one. Any shares of Series F Preferred Stock outstanding on the fifth anniversary of the issuance date will be mandatorily converted into common stock at the applicable conversion price on such date. The Series F Preferred Stock has voting rights. Each share of Series F Preferred Stock has one vote, and the holders of the Series F Preferred Stock shall vote together with the holders of the Company’s common stock as a single class. On December 23, 2019, the Company entered into an Exchange Agreement (the “Agreement”) with Alcimede LLC (“Alcimede”), of which Seamus Lagan, our Chief Executive Officer, is the sole manager as previously stated. Pursuant to the Agreement, the Company issued to Alcimede 250,000 shares of its Series K Convertible Preferred Stock (the “Series K Preferred Stock”) in exchange for the 250,000 shares of the Company’s Series J Convertible Preferred Stock (the “Series J Preferred Stock”) held by Alcimede. The holder of the Series J Preferred Stock was entitled to receive, when and as declared by the Board of Directors of the Company, but only out of funds that were legally available therefor, cumulative cash dividends at the rate of 8% of the stated value per annum on each share of Series J Preferred Stock. The Series J Preferred Stock had been issued to Alcimede on July 23, 2018 and upon the issuance of the Series K Preferred Stock to Alcimede, the shares of Series J Preferred Stock were cancelled. Under the Agreement, Alcimede relinquished all rights to any cumulative dividends on the Series J Preferred Stock. The terms of the Series K Preferred Stock did not provide for cumulative dividends. On May 4, 2020, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware to authorize the issuance of up to 250,000 shares of its Series L Preferred Stock. On May 5, 2020, the Company entered into an exchange agreement with Alcimede. Pursuant to the exchange agreement, the Company issued to Alcimede 250,000 shares of its Series L Preferred Stock in exchange for the 250,000 shares of the Company’s Series K Preferred Stock held by Alcimede. Upon the issuance of the Series L Preferred Stock to Alcimede, the shares of Series K Preferred Stock were cancelled. The Series L Preferred Stock was not convertible into common stock prior to December 1, 2020 and is not entitled to receive any dividends. Each share of the Series L Preferred Stock is convertible into shares of the Company’s common stock at a conversion price equal to the average closing price of the Company’s common stock on the ten trading days immediately prior to the conversion date. Series M Convertible Preferred Stock Exchanged for Loans from Mr. Diamantis On June 9, 2020, the Company filed a certificate of designation to authorize 30,000 shares of its Series M Preferred Stock with a stated value of $1,000 per share. On June 30, 2020, the Company and Mr. Diamantis entered into an exchange agreement wherein Mr. Diamantis agreed to the extinguishment of the Company’s indebtedness to Mr. Diamantis totaling $18.8 million, including accrued interest, on that date in exchange for 22,000 shares of the Company’s Series M Preferred Stock with a par value of $0.01 per share. As a result of the exchange, the Company recorded a deemed dividend of approximately $3.2 million in the year ended December 31, 2020, which represented the difference between the $18.8 million of debt and accrued interest exchanged and the value of the Series M Preferred Stock of $22.0 million. See Note 8 for a discussion of the Company’s indebtedness to Mr. Diamantis. The terms of the Series M Preferred Stock were set forth in the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2020. In particular: (i) each holder of the Series M Preferred Stock shall be entitled to vote on all matters submitted to a vote of the holders of the Company’s common stock. Regardless of the number of shares of Series M Preferred Stock outstanding and so long as at least one share of Series M Preferred Stock is outstanding, the outstanding shares of Series M Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent. Each outstanding share of the Series M Preferred Stock shall represent its proportionate share of the 51% allocated to the outstanding shares of Series M Preferred Stock in the aggregate. The Series M Preferred Stock shall vote with the common stock and any other voting securities as if they were a single class of securities; (ii) each share of the Series M Preferred Stock is convertible into shares of the Company’s common stock at a conversion price equal to 90% of the average closing price of the Company’s common stock on the ten trading days immediately prior to the conversion date but in any event not less than the par value of the Company’s common stock; and (iii) dividends at the rate per annum of ten percent (10%) of the stated value per share shall accrue on each outstanding share of Series M Preferred Stock from and after the date of the original issuance of such share of Series M Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization). The dividends shall accrue from day to day, whether or not declared, and shall be cumulative and non-compounding; provided however On August 13, 2020, Mr. Diamantis entered into a Voting Agreement and Irrevocable Proxy with the Company, Mr. Lagan and Alcimede LLC (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis, Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Series N Convertible Preferred Stock Exchanged for Series I-1 and Series I-2 Preferred Stock and Debentures On August 31, 2020, the Company filed a certificate of designation to authorize 50,000 shares of its newly-authorized Series N Preferred Stock with a stated value of $1,000 per share. On August 31, 2020, the Company and its debenture holders exchanged, under the terms of the Exchange and Redemption Agreement, certain outstanding debentures and all of the outstanding shares of the Company’s Series I-1 Preferred Stock and Series I-2 Preferred Stock for 30,435.52 shares of the Company’s Series N Preferred Stock. The Exchange and Redemption Agreement is more fully discussed in Notes 9 and 13. The terms of the Series N Preferred Stock were set forth in the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2020, In particular: Voting Rights Dividends provided however Rank Conversion Liquidation Preference Redemption During the year ended December 31, 2020, the holder converted 1,001 shares of its Series N Preferred Stock, with a stated value of $1,001,000 into 38,371,250 shares of the Company’s common stock. The following table summarizes the activity in the Company’s various classes of Preferred Stock included in Stockholders’ Deficit for the years ended December 31, 2020 and 2019: Series H Series F Series K Series L Series M Series N Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2019 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 - $ - - $ - - $ - 2,000,010 $ 20,000 Exchange of Series K Preferred Stock for Series L Preferred Stock - - - - (250,000 ) (2,500 ) (250,000 ) (2,500 ) Issuance of Series L Preferred Stock 250,000 2,500 250,000 2,500 Issuance of Series M Preferred Stock 22,000 220 22,000 220 Issuance of Series N Preferred stock 30,435 304 30,435 304 Conversion of Series N Preferred Stock into common stock - - - - - - (1,001 ) (10 ) (1,001 ) (10 ) Balance at December 31, 2020 10 $ - 1,750,000 17,500 - $ - 250,000 $ 2,500 22,000 $ 220 29,434 $ 294 2,051,444 $ 20,514 Series G Series H Series F Series J Series K Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance December 31, 2018 215 $ 2 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 - $ - 2,000,225 $ 20,002 Redemption of Series G Preferred Stock (215 ) (2 ) - - - - - - - - (215 ) (2 ) Exchange of Series J Preferred Stock for Series K Preferred Stock - - - - - - (250,000 ) (2,500 ) - - (250,000 ) (2,500 ) Issuance of Series K Preferred Stock - - - - - - - - 250,000 2,500 250,000 2,500 Balance December 31, 2019 0 $ 0 10 $ - 1,750,000 $ 17,500 0 $ 0 250,000 $ 2,500 2,000,010 $ 20,000 Common Stock The Company had 39,648,679 and 964,894 shares of common stock issued and outstanding at December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the Company issued 313,000 shares of its common stock upon the conversion of 236.30 shares of its Series I-2 Preferred Stock and 38,371,250 shares of its common stock upon the conversion of 1,001 shares of its Series N Preferred Stock. During the year ended December 31, 2019, the Company issued 940,075 shares of common stock upon the conversion of 1,078.63 shares of its Series I-2 Preferred Stock and 11,962 shares of common stock upon the cashless exercise of warrants. Common Stock and Common Stock Equivalents The Company has outstanding options, warrants, convertible preferred stock and convertible debentures. Exercise of the options and warrants, and conversions of the convertible preferred stock and debentures could result in substantial dilution of our common stock and a decline in its market price. In addition, the terms of certain of the warrants, convertible preferred stock and convertible debentures issued by us provide for reductions in the per share exercise prices of the warrants and the per share conversion prices of the debentures and preferred stock (if applicable and subject to a floor in certain cases), in the event that we issue common stock or common stock equivalents (as that term is defined in the agreements) at an effective exercise/conversion price that is less than the then exercise/conversion prices of the outstanding warrants, preferred stock or debentures, as the case may be. These provisions, as well as the issuances of debentures and preferred stock with conversion prices that vary based upon the price of our common stock on the date of conversion, have resulted in significant dilution of our common stock and have given rise to reverse splits of our common stock. On August 13, 2020, Mr. Diamantis entered into the Voting Agreement with the Company, Mr. Lagan and Alcimede LLC (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis, Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Regardless of the number of shares of Series M Preferred Stock outstanding and so long as at least one share of Series M Preferred Stock is outstanding, the outstanding shares of Series M Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent. This means that the holders of Series M Preferred Stock have sufficient votes, by themselves, to approve or defeat any proposal voted on by the Company’s stockholders, unless there is a supermajority required under applicable law or by agreement. As a result of the Voting Agreement, as of the date of filing this report, the Company believes that it has the ability to ensure that it has and or can obtain sufficient authorized shares of its common stock to cover all potentially dilutive common shares outstanding. Stock Options The Company maintained and sponsored the Tegal Corporation 2007 Incentive Award Equity Plan (the “2007 Equity Plan”). Tegal Corporation is the prior name of the Company. The 2007 Equity Plan, as amended, provided for the issuance of stock options and other equity awards to the Company’s officers, directors, employees and consultants. The 2007 Equity Plan terminated pursuant to its terms in September 2017. The following table summarizes the stock option activity for the years ended December 31, 2020 and 2019: Number of options Weighted- average exercise price Weighted- average contractual term Outstanding at December 31, 2018 34 $ 2,292,509 7.33 Granted - Expired - Forfeit (4 ) Outstanding at December 31, 2019 30 $ 2,595,929 6.33 Granted - Expired - Adjustment for no fractional options in reverse stock split (4 ) N/M Outstanding at December 31, 2020 26 $ 2,992,125 5.37 Exercisable at December 31, 2020 26 $ 2,992,125 As a result of the forfeiture of four unvested stock options during 2019, the Company reversed compensation expense previously recorded in prior years resulting in a net reduction of compensation expense of $51,899 for the year ended December 31, 2019. As of December 31, 2020, the weighted average remaining contractual life was 5.37 years for options outstanding and exercisable. The intrinsic value of options exercisable at December 31, 2020 and 2019 was $0. As of December 31, 2020, there was no remaining compensation expense as all of the outstanding options had fully vested as of December 31, 2019. The Company estimated forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues over the equivalent lives of the options. The expected life of the options represents the estimated period using the simplified method. The Company has not paid cash dividends on its common stock and no assumption of dividend payment(s) is made in the model. The following table summarizes information with respect to stock options outstanding and exercisable by employees and directors at December 31, 2020: Options outstanding Options vested and exercisable Exercise price Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price Aggregate intrinsic value Number vested Weighted average exercise price Aggregate intrinsic value $ 10,000,000 5 5.25 $ 10,000,000 $ - 5 $ 10,000,000 $ - $ 5,000,000 5 5.25 $ 5,000,000 - 5 $ 5,000,000 - $ 269,580 8 5.33 $ 269,580 - 8 $ 269,580 - $ 80,906 8 5.54 $ 80,906 - 8 $ 80,906 - 26 5.37 $ 2,992,125 $ – 26 $ 2,992,125 $ - Warrants The Company, as part of various debt and equity financing transactions, has issued warrants to purchase shares of the Company’s common stock. During the years ended December 31, 2020 and 2019, as a result of the anti-dilution provisions of outstanding warrants, the exercise prices of the warrants decreased and they became exercisable into an additional 4.5 billion and 58.2 million shares of common stock, respectively. These warrants were issued in connection with the issuances of the March 2017 Debentures and the September 2017 Debentures. These debentures are more fully discussed in Note 9. Warrants Issued with March 2017 Debentures In connection with the March 2017 Debentures, the Company issued warrants to purchase shares of the Company’s common stock to several accredited investors. At December 31, 2020, these warrants were exercisable into an aggregate of approximately 4.1 billion shares of common stock. The warrants were issued to the investors in three tranches, Series A Warrants, Series B Warrants and Series C Warrants (collectively, the “March Warrants”). At December 31, 2020, the Series A Warrants were exercisable for 1.5 billion shares of the Company’s common stock. They were exercisable upon issuance and have a term of exercise equal to five years. At December 31, 2020, the Series B Warrants were exercisable for 974.0 million shares of the Company’s common stock and were initially exercisable for a period of 18 months. During 2018, the Company extended the exercise period twice, once to March 21, 2019 and the second time to June 21, 2019 and during 2019 the Company again extended the exercise period twice, once to September 21, 2019 and a second time to March, 31, 2022. As a result of these extensions, the Company recorded additional interest expense as more fully discussed in Note 12. At December 31, 2020, the Series C Warrants were exercisable for 1.6 billion shares of the Company’s common stock and have a term of five years provided such warrants shall only vest if, when and to the extent that the holders exercise the Series B Warrants. At December 31, 2020, the Series A, Series B and Series C Warrants each have an exercise price of $0.0118 per share, which reflects adjustments pursuant to their terms. The Series A, Series B and Series C Warrants are subject to “full ratchet” and other customary anti-dilution protections. For the years ended December 31, 2020 and 2019, reductions in the exercise prices of the March Warrants have given rise to deemed dividends as more fully discussed in Notes 2, 3 and 12. In connection with the September 2017 Debentures, the Company issued warrants to purchase shares of the Company’s common stock. At December 31, 2020, these warrants were exercisable into approximately six shares of common stock. The warrants were issued to the investors in three tranches, Series A Warrants, Series B Warrants and Series C warrants (collectively the “September Warrants”). At December 31, 2020, the Series A Warrants were exercisable for an aggregate of two shares of the Company’s common stock. They were exercisable upon issuance and have a term of exercise equal to five years. At December 31, 2020, the Series B Warrants were exercisable for an aggregate of two shares of the Company’s common stock and were initially exercisable for a period of 18 months. During 2018, the exercise period of the Series B Warrants was extended to June 19, 2019. On March 27, 2019, the expiration date of these Series B Warrants was extended 90 days to September 21, 2019 and again on May 10, 2019 the expiration date was extended to March, 31, 2022. These extensions resulted in de minimus amounts of interest expense. At December 31, 2020, the Series C Warrants were exercisable for an aggregate of two shares of the Company’s common stock, and have a term of five years provided such Series C Warrants shall only vest if, when and to the extent that the holders exercise the Series B Warrants. At December 31, 2020, the September Warrants exercise price was $9,016,133 per share, which is the per share floor exercise price as a result of reverse stock splits of the Company’s common stock that have been effected since these warrants were issued. The number of warrants issued, converted and outstanding as well as the exercise prices of the warrants reflected in the table below have been adjusted to reflect the full ratchet and other dilutive and down round provisions pursuant to the warrant agreements. As a result of the full ratchet provisions of the majority of the outstanding warrants (subject to a floor in some cases), subsequent decreases in the price of the Company’s common stock and subsequent issuances of the Company’s common stock or common stock equivalents at prices below the current exercise prices of the warrants have resulted in increases in the number of shares issuable pursuant to the warrants and decreases in the exercise prices. The following summarizes the information related to warrant activity during the years ended December 31, 2019 and 2020: Number of warrants Weighted average Balance at December 31, 2018 5,307,051 $ 17.26 Increase in warrants during the period as a result of down round 58,220,985 March Warrants exercised during the period (75,500 ) $ (3.36 ) Balance at December 31, 2019 63,452,536 $ 1.44 Increase in warrants during the period as a result of down round 4,507,712,672 Warrant exercised during the period (1 ) $ (3,150 ) Balance at December 31, 2020 4,571,165,207 $ 0.02 See above and Notes 3, 12 and 20 for a discussion of the dilutive effect of the outstanding warrants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – Income Taxes The benefit (provision) from income taxes for the years ended December 31, 2020 and 2019 consists of the following: 2020 2019 Current Federal $ 1,373,348 $ - State (65,168 ) - 1,308,180 - Deferred Federal - - State - - - - Benefit from income taxes $ 1,308,180 $ - The following reconciles the Federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2020 and 2019: 2020 2019 % % Federal statutory rate 21.0 21.0 Permanent and other items (1.99 ) (10.67 ) Federal income taxes audit and other adjustments 2.48 (0.03 ) Change in valuation allowance (14.59 ) (10.3 ) 6.90 0.00 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, it is more likely than not that the deferred tax asset will not be realized and as such a valuation allowance has been recorded as of December 31, 2020 and 2019. Deferred tax assets and liabilities are comprised of the following at December 31, 2020 and 2019: 2020 2019 Deferred income tax assets: Amortization $ 586,174 $ 868,974 Net operating loss carryforward 20,671,683 16,053,316 Allowance for doubtful accounts 403,991 1,559,750 Charitable contributions 624 623 Stock options 971,860 970,496 Accrued liabilities 312,419 467,086 HHS Provider Relief Funds 1,175,790 R&D credit carryforward 220,431 Business interest expense 0 2,323,330 Deferred state tax asset 5,117,347 1,428,268 29,460,319 23,671,843 Deferred income tax liabilities: Depreciation (1,498,698 ) (1,578,355 ) (1,498,698 ) (1,578,355 ) Deferred tax asset, net 27,961,621 22,093,488 Less: valuation allowance (27,961,621 ) (22,093,488 ) Net deferred tax assets $ - $ - Management has reviewed the provisions regarding assessment of their valuation allowance on deferred tax assets and based on that criteria determined that it should record a valuation allowance of $28.0 million and $22.1 million against its deferred tax assets as of December 31, 2020 and 2019, respectively. The Company has federal net operating loss carryforwards totaling approximately $98.4 million generated since 2016. It also has various state net operating loss carryforwards that begin to expire in 2031. During the year ended December 31, 2020, the U.S. Congress approved the CARES Act, which allows a five-year carryback privilege for federal net operating tax losses that arose in a tax year beginning in 2018 and through the current tax year, that is, 2020. As a result, during the year ended December 31, 2020, the Company recorded approximately $1.1 million in refunds from the carryback of certain of its federal net operating losses. In addition, during the year ended December 31, 2020, the Company recorded $0.3 million in refunds related to other net operating loss carryback adjustments and it received income tax refunds of $0.6 million related to the audit of the Company’s 2015 Federal tax return. See also Notes 4 and 16. The Company recognizes the consolidated financial statement impact of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than–not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company is subject to income taxes in the U.S. federal jurisdiction and the states of Florida, North Carolina, New Mexico, New Jersey, California, Kentucky and Tennessee. The tax regulations within each jurisdiction are subject to interpretation of related tax laws and regulations and require significant judgment to apply. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 – Commitments and Contingencies Concentration of Credit Risk Credit risk with respect to accounts receivable is generally diversified due to the large number of patients comprising the client base. The Company does have significant receivable balances with government payers and various insurance carriers. Generally, the Company does not require collateral or other security to support customer receivables. However, the Company continually monitors and evaluates its client acceptance and collection procedures to minimize potential credit risks associated with its accounts receivable and establishes an allowance for uncollectible accounts and as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is not material to the financial statements. A number of proposals for legislation continue to be under discussion which could substantially reduce Medicare and Medicaid (CMS) reimbursements to hospitals and clinical laboratories. Depending upon the nature of regulatory action, and the content of legislation, the Company could experience a significant decrease in revenues from Medicare and Medicaid (CMS), which could have a material adverse effect on the Company. The Company is unable to predict, however, the extent to which such actions will be taken. The Company maintains its cash balances in high credit quality financial institutions. The Company’s cash balances may, at times, exceed the deposit insurance limits provided by the Federal Deposit Insurance Corp. Legal Matters From time to time, the Company may be involved in a variety of claims, lawsuits, investigations and proceedings related to contractual disputes, employment matters, regulatory and compliance matters, intellectual property rights and other litigation arising in the ordinary course of business. The Company operates in a highly regulated industry which may inherently lend itself to legal matters. Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company’s financial position or results of operations. The Company’s policy is to expense legal fees and expenses incurred in connection with the legal proceedings in the period in which the expense is incurred. Management, in consultation with legal counsel, has addressed known assertions and predicted unasserted claims below. Biohealth Medical Laboratory, Inc. and PB Laboratories, LLC (the “Companies”) filed suit against CIGNA Health in 2015 alleging that CIGNA failed to pay claims for laboratory services the Companies provided to patients pursuant to CIGNA - issued and CIGNA - administered plans. In 2016, the U.S. District Court dismissed part of the Companies’ claims for lack of standing. The Companies appealed that decision to the Eleventh Circuit Court of Appeals, which in late 2017 reversed the District Court’s decision and found that the Companies have standing to raise claims arising out of traditional insurance plans as well as self-funded plans. In July 2019, the Companies and EPIC Reference Labs, Inc. filed suit against CIGNA Health for failure to pay claims for laboratory services provided. Cigna Health, in turn, sued for improper billing practices. CIGNA’s case against the Company was dismissed on June 22, 2020. The suit remains ongoing but because the Company did not have the financial resources to see the legal action to conclusion it assigned the benefit, if any, from the suit to Christopher Diamantis for his assumption of the costs to carry the cost to conclusion. In November of 2016, the IRS commenced an audit of the Company’s 2015 Federal tax return. Based upon the audit results and additional carryback adjustments, the Company made provisions of approximately $1.0 million as a liability and approximately $0.9 million as a receivable in its financial statements. During 2020, the Company received $0.6 million of income tax refunds. During the first quarter of 2020, the U.S. Congress approved the CARES Act, which allows a five-year carryback privilege for federal net operating tax losses that arose in a tax year beginning in 2018 and through the current tax year, that is, 2020. As a result, during the year ended December 31, 2020, the Company recorded approximately $1.1 million in refunds from the carryback of certain of its federal net operating losses. Income taxes are more fully discussed in Note 15. On September 27, 2016, a tax warrant was issued against the Company by the Florida Department of Revenue (the “DOR”) for unpaid 2014 state income taxes in the approximate amount of $0.9 million, including penalties and interest. The Company entered into a Stipulation Agreement with the DOR allowing the Company to make monthly installments until July 2019. The Company has made payments to reduce the amount owed. The Company intends to renegotiate another Stipulation agreement. However, there can be no assurance the Company will be successful. The balance accrued of approximately $0.4 million remained outstanding to the DOR at December 31, 2020. In December of 2016, TCS-Florida, L.P. (“Tetra”), filed suit against the Company for failure to make the required payment under an equipment leasing contract that the Company had with Tetra and received a judgment against the Company. In May 2018, Tetra and the Company agreed to dispose of certain equipment and the proceeds from the sale were applied to the outstanding balance. In July 2020, the Company entered into a settlement with Tetra and paid $100,000 as full and final settlement of all liability to Tetra. As a result of the settlement, the Company recorded a gain from settlement of approximately $0.9 million in the year ended December 31, 2020. In December of 2016, DeLage Landen Financial Services, Inc. (“DeLage”), filed suit against the Company for failure to make the required payments under an equipment leasing contract that the Company had with DeLage (see Note 11). On January 24, 2017, DeLage received a default judgment against the Company in the approximate amount of $1.0 million, representing the balance owed on the lease, as well as additional interest, penalties and fees. The Company recognized this amount in its consolidated financial statements as of December 31, 2016. On February 8, 2017, a Stay of Execution was filed and under its terms the balance due was to be paid in variable monthly installments through January of 2019, with an implicit interest rate of 4.97%. The Company and DeLage disposed of certain equipment and reduced the balance owed to DeLage. A balance of $0.2 million remained outstanding at December 31, 2020. On December 7, 2016, the holders of the Tegal Notes (see Note 8) filed suit against the Company seeking payment for the amounts due under the notes in the aggregate of the principal of $341,612, and accrued interest of $43,000. A request for entry of default judgment was filed on January 24, 2017. On April 23, 2018, the holders of the Tegal Notes received a judgment against the Company. As of December 31, 2020, the Company has repaid $44,544 of the principal amount of these notes. The Company, as well as many of our subsidiaries, are defendants in a case filed in Broward County Circuit Court by TCA Global Credit Master Fund, L.P. The plaintiff alleges a breach by Medytox Solutions, Inc. of its obligations under a debenture and claims damages of approximately $2,030,000 plus interest, costs and fees. The Company and the other subsidiaries are sued as alleged guarantors of the debenture. The complaint was filed on August 1, 2018. The Company has recorded the principal balance and interest owed under the debenture agreement for the period ended December 31, 2020 (see Note 8). The Company and all defendants have filed a motion to dismiss the complaint, but have not recorded any potential liability related to any further damages. In May 2020, the SEC appointed a Receiver to close down the TCA Global Master Fund, L.P. over allegations of accounting fraud. The amount recorded by the Company as being owed to TCA was based on TCA’s application of prior payments made by the Company. The Company believes that prior payments of principal and interest may have been applied to unenforceable investment banking and other fees and charges. It is the Company’s position that the amount owed to TCA is less than what is set forth in Note 8 and the Company intends to negotiate a settlement with the Receiver. On September 13, 2018, Laboratory Corporation of America sued EPIC Reference Labs, Inc., a subsidiary of the Company, in Palm Beach County Circuit Court for amounts claimed to be owed. The court awarded a judgment against EPIC Reference Labs, Inc. in May 2019 for approximately $155,000. The Company has recorded the amount owed as a liability as of December 31, 2020. In August 2019, EPIC Reference Labs, Inc. and Medytox Diagnostics, Inc. were sued by Beckman Coulter, Inc. in the same court under an agreement to purchase laboratory supplies. The plaintiff claims damages of approximately $124,000. The Company has disputed the amount owed, and in October 2020 entered into a settlement agreement to pay $35,000 as full and final settlement of this matter. In July 2019, the landlord of Medytox Solutions, Inc. received a judgment in the amount of approximately $413,000 in connection with failure to pay under an office lease in West Palm Beach, Florida. The Company reached a settlement in May 2020 to resolve the judgment for the amount of $300,000, which was fully paid in 2020. In February 2020, Anthony O. Killough sued the Company and Mr. Diamantis, as guarantor, in New York State Court for the County of New York, for approximately $2.0 million relating to the promissory note issued by the Company in September 2019. In May 2020, the parties entered into a Stipulation providing for a payment of a total of $2,158,168 (which includes accrued interest) in installments through November 1, 2020 (See Note 8). As of December 31, 2020, the Company has not made the majority of the required payments and, as a result, approximately $1.9 million, which includes penalty interest at a rate of 20% per annum, is due and owing. In February 2021, a supplier to the Company’s hospitals, Shared Medical Services, Inc., filed suit in Palm Beach County Circuit Court for approximately $90,000 by virtue of default and for breach of contract and charges totaling approximately another $100,000. The Company disputes that it has any liability or responsibility under the agreements and has filed an initial response in the matter. Following the Company’s decision to suspend operations at Jamestown Regional Medical Center in June 2019 a number of vendors remain unpaid. A number have initiated or threatened legal actions. The Company believes it will come to satisfactory arrangements with these parties as it works toward reopening the hospital. The Company has accrued the amounts that it expects to owe in its financial statements. The Company is planning the reopen the hospital upon securing adequate capital to do so. The reopening plans and timing thereof have also been disrupted by the current pandemic. Two former employees of Jamestown Regional Medical Center have filed suit alleging violations of the federal Worker Adjustment and Retraining Notification Act (“WARN”). The Court entered a default against the Company on August 14, 2019. The parties disagreed to the amount of damages, specifically to whether part-time employees are entitled to WARN act damages. The parties have agreed and are in support of a confidential settlement agreement which is in the final stage of agreement and will be concluded in the second quarter of 2021. The Company has recorded the estimated settlement amount in the statements of operations in “Net gain from legal settlements,” and in the balance sheets in accrued expenses. In June 2019, CHSPSC, the former owners of Jamestown Regional Medical Center, obtained a judgment against the Company in the amount of $592,650. The Company has recorded $130,000 of this judgment as a liability at December 31, 2020, as management believes that a number of insurance payments were made to CHSPCS after the change of ownership and will likely offset the majority of the claim made by CHSPCS. In August 2019, Morrison Management Specialists, Inc. obtained a judgment against Jamestown Regional Medical Center and the Company in Fentress County, Tennessee in the amount of $194,455 in connection with housekeeping and dietary services. The Company has recorded this liability as of December 31, 2020. In November 2019, Newstat, PLLC obtained a judgment against Big South Fork Medical Center in Knox County, Tennessee in the amount of $190,600 in connection with the provision of medical services. The Company has recorded this liability as of December 31, 2020. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 17 – Discontinued Operations On July 12, 2017, the Company announced plans to spin off AMSG and in the third quarter 2017 our Board of Directors voted unanimously to spin off the Company’s wholly-owned subsidiary, HTS, as independent publicly traded companies by way of tax-free distributions to the Company’s stockholders. On June 10, 2020, the Company signed an agreement for the separation of these entities into a public company. The agreement with TPT Global Tech, Inc. (“TPT”) (OTC: TPTW), a California-based public company, was to merge HTS and AMSG into a public company after TPT completed a merger of its wholly-owned subsidiary, InnovaQor, Inc., with this public company. Rennova terminated its agreement with TPT on March 8, 2021 after numerous attempts to close the transaction as proposed failed due to uncertainty and last minute unviable demands from TPT that would have created a high risk to the future success of the project. Rennova is currently considering the actions of TPT with the belief that TPT acted outside of agreements that were in place and may have converted Rennova owned confidential information for its own benefit. Rennova intends to pursue any remedy available to it under the law to recover money owed from TPT and to protect its technology and assets. The Company continues to pursue options available to it to separate these entities and believes this can be accomplished in the second quarter of 2021. In accordance with ASC 205-20 and having met the criteria for “held for sale”, the Company has reflected amounts relating to AMSG and HTS (referred to below as the AMSG & HTS Group) as a disposal group classified as held for sale and included as part of discontinued operations. During the three months ended September 30, 2020, the Company announced that it had reached a tentative agreement to sell its last clinical laboratory, EPIC Reference Labs, Inc. to TPT and it made a decision to discontinue several other non-operating subsidiaries, and as a result, EPIC Reference Labs, Inc.’s operations and the other non-operating subsidiaries have been classified as held for sale and included in discontinued operations for all periods presented. The proposed sale of EPIC Reference Labs, Inc. was terminated by Rennova on March 10, 2021, along with a lab management agreement and other permissions that had been granted by Rennova to TPT. Rennova is owed certain payments under the agreements and intends to take the necessary actions to secure payments owed by TPT. Carrying amounts of major classes of assets and liabilities classified as held for sale and included as part of discontinued operations in the consolidated balance sheets as of December 31, 2020 and 2019 consisted of the following: AMSG & HTS Group Assets and Liabilities: December 31, 2020 December 31, 2019 Cash $ 31,294 $ 16,667 Accounts receivable, net 151,363 482,472 Prepaid expenses and other current assets 1,717 5,150 Current assets classified as held for sale $ 184,374 $ 504,289 Property and equipment, net $ 685 $ 3,354 Deposits - 6,029 Right of use assets - - Non-current assets classified as held for sale $ 685 $ 9,383 Accounts payable $ 726,220 $ 805,652 Accrued expenses 1,308,283 1,350,106 Current portion of right-of-use operating lease obligations - - Current portion of notes payable 168,751 256,274 Current liabilities classified as held for sale $ 2,203,254 $ 2,412,032 Note payable $ 69,267 $ - Right-of-use operating lease liability - - Non-current liabilities classified as held for sale $ 69,267 $ - EPIC Reference Labs, Inc. and Other Subsidiaries Assets and Liabilities December 31, 2020 December 31, 2019 Cash $ 136 $ 1,100 Accounts receivable, net - - Prepaid expenses and other current assets - - Current assets classified as held for sale $ 136 $ 1,100 Property and equipment, net $ - $ - Deposits 100,014 100,014 Right-of-use assets 100,116 185,842 Non-current assets classified as held for sale $ 200,130 $ 285,856 Accounts payable $ 1,185,158 $ 1,235,976 Accrued expenses 334,667 364,683 Current portion of right-of-use operating lease obligations 91,166 85,726 Current portion of notes payable - - Current liabilities classified as held for sale $ 1,610,991 $ 1,686,385 Note payable $ - $ - Right-of-use operating lease liability 8,950 100,116 Non-current liabilities classified as held for sale $ 8,950 $ 100,116 Consolidated Discontinued Operations Assets and Liabilities: December 31, 2020 December 31, 2019 Cash $ 31,430 $ 17,767 Accounts receivable, net 151,363 482,472 Prepaid expenses and other current assets 1,717 5,150 Current assets classified as held for sale $ 184,510 $ 505,389 Property and equipment, net $ 685 $ 3,354 Deposits 100,014 106,043 Right-of-use assets 100,116 185,842 Non-current assets classified as held for sale $ 200,815 $ 295,239 Accounts payable $ 1,911,378 $ 2,041,628 Accrued expenses 1,642,950 1,714,789 Current portion of right-of-use operating lease obligations 91,166 85,726 Current portion of notes payable 168,751 256,274 Current liabilities classified as held for sale $ 3,814,245 $ 4,098,417 Note payable $ 69,267 $ - Right-of-use operating lease liability 8,950 100,116 Non-current liabilities classified as held for sale $ 78,217 $ 100,116 Major line items constituting loss from discontinued operations in the consolidated statements of operations for the years ended December 31, 2020 and 2019 consisted of the following: AMSG & HTS Group Loss from Discontinued Operations: Year Ended December 31, 2020 December 31, 2019 Revenue from services** $ 528,624 $ 1,109,135 Cost of services 5,536 150,205 Gross profit 523,088 958,930 Operating expenses 1,045,410 1,615,477 Other expense 84,129 62,771 Provision for income taxes - - Loss from discontinued operations $ (606,451 ) $ (719,318 ) **Revenue from services, includes related party revenue of $0.2 million and $0.4 million, respectively. EPIC Reference Labs, Inc. and Other Subsidiaries Loss from Discontinued Operations Year Ended December 31, 2020 December 31, 2019 Revenue from services (1) $ 442 $ (14,087 ) Cost of services - 85,982 Gross profit 442 (100,069 ) Operating expenses 138,816 589,638 Other expense (income) (48,758 ) 41,844 Provision for income taxes - - Loss from discontinued operations $ (89,616 ) $ (731,551 ) (1) The Company recorded bad debts in excess of gross revenues in the year ended December 31, 2019. Consolidated Loss from Discontinued Operations: Year Ended December 31, 2020 December 31, 2019 Revenue from services $ 529,066 $ 1,095,048 Cost of services 5,536 236,187 Gross profit 523,530 858,861 Operating expenses 1,184,226 2,205,115 Other expense, net 35,371 104,615 Provision for income taxes - - Loss from discontinued operations $ (696,067 ) $ (1,450,869 ) |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Note 18 – Supplemental Disclosure of Cash Flow Information Year Ended December 31, 2020 2019 Cash paid for interest $ 64,454 $ - Cash paid for income taxes $ - $ 45,000 Acquisition of Jellico Community Hospital and CarePlus Center: Inventory $ - $ 317,427 Property and equipment - 500,000 Intangible assets - 250,000 Accrued expenses - 158,890 Non-cash investing and financing activities: Series I-2 Preferred Stock converted into common stock $ 277,994 $ 1,268,972 Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest 22,000,000 - Loans and accrued interest exchanged for Series M Preferred Stock 18,849,632 - Issuance of Series N Preferred Stock in exchange for debentures, accrued interest and Series I-1 and Series I-2 Preferred Stock 30,435,519 - Debentures, accrued interest and Series I-1 and Series I-2 Preferred Stock exchanged for Series N Preferred Stock 19,342,322 - Series N Preferred Stock converted into common stock 1,001,000 - Deemed dividends from exchanges of debt for preferred stock 6,871,086 - Deemed dividends from down-round provisions of warrants and debentures 256,383,632 123,861,587 Common stock issued in cashless exercise of warrants - 11,962 Exchange of Series K Preferred Stock for Series L Preferred Stock 2,500 - Issuance of Series L Preferred Stock 2,500 - Original issue discounts on debt 122,885 400,000 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 19 – Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. 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). Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 – Subsequent Events Conversions of Series N Convertible Redeemable Preferred Stock Subsequent to December 31, 2020 and through March 31, 2021, the Company issued 435,082,000 shares of its common stock upon conversions of 4,177.52 shares of its Series N Preferred Stock with a stated value of $4.2 million. Potential Common Stock as of March 31, 2021 The following table presents the dilutive effect of our various potential common shares as of March 31, 2021: March 31, 2021 Common shares outstanding 474,730,679 Dilutive potential shares: Stock options 26 Warrants 13,830,704,953 Convertible debt 770,000,000 Convertible preferred stock 10,870,999,619 Total dilutive potential common shares, including outstanding common stock 25,946,535,276 On August 13, 2020, Mr. Diamantis entered into the Voting Agreement with the Company, Mr. Lagan and Alcimede LLC (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis, Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Regardless of the number of shares of Series M Preferred Stock outstanding and so long as at least one share of Series M Preferred Stock is outstanding, the outstanding shares of Series M Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent. This means that the holders of Series M Preferred Stock have sufficient votes, by themselves, to approve or defeat any proposal voted on by the Company’s stockholders, unless there is a supermajority required under applicable law or by agreement. As a result of the Voting Agreement, as of the date of filing this report, the Company believes that it has the ability to ensure that it has and or can obtain sufficient authorized shares of its common stock to cover all potentially dilutive common shares outstanding. Jellico Community Hospital Closure On March 1, 2021, the Company closed Jellico Community Hospital, after the City of Jellico issued a 30-day termination notice for the lease of the building. It is expected that Jellico’s property and equipment will be transferred to the Company’s other medical facilities. The value of its intangible asset, which was a certificate of need valued at $250,000, was recorded as an asset impairment in the year ended December 31, 2020. There may be other costs and expenses associated with the closure of Jellico and, if so determined, any such amounts will be recorded as charges/expenses in the three months ended March 31, 2021. AMSG & HTS Group On March 5 2021, Rennova terminated discussions with TPT to merge its AMSG & HTS Group into InnovaQor. The parties had worked for a number of months to close on an agreement that was previously announced but unfortunately could not reach final terms on a number of closing items. TPT has on March 23 2021 changed the name of InnovaQor, Inc. to TPT Strategic, Inc. Rennova continues to consider other options for the separation of this group and expects to complete a transaction in the second quarter of 2021 to have it separated and trade under the InnovaQor name. EPIC Reference Labs, Inc. On March 10, 2021, Rennova terminated an agreement that it had entered into with TPT on August 6, 2020 for the purchase and sale of EPIC Reference Labs, Inc. The Company also terminated an Interim Management Agreement with TPT entered into on Aug 6, 2020 granting TPT an exclusive right and responsibility to undertake certain management and financial responsibility of EPIC Reference Labs, Inc., on our behalf and terminated all rights and approvals granted under letters dated November 2, 2020 and November 24, 2020 in reference to the Quicklab Application in partnership with EPIC Reference Labs, Inc.. Rennova intends to pursue whatever legal action necessary against TPT and TPT Medtech, LLC to recover money and damages owed from the breach of these agreements by TPT and to stop TPT from all activities that utilize or have been derived from their access to and use of Rennova owned confidential information. Funding activities On February 25, 2021, the Company entered into agreement with certain institutional investors for warrant prepayment promissory notes (the “February 25 Notes”) to the value of $550,000. The Company received proceeds of $500,000 from the Payees who may at their option apply all or any portion of the principle amount outstanding to the exercise of any common stock purchase warrants of the Company held by Payee. The February 25 Notes are unsecured and the maturity date of the February 25 Notes is twelve months from issuance. The February 25 Notes do not bear interest but an interest rate of 18% will be applied to the outstanding principle commencing 5 days after any event of default that results in the acceleration of the February 25 Notes. On April 9 2021, the Company entered into agreement with certain institutional investors for warrant prepayment promissory notes (the “April 9 Notes”) to the value of $165,000. The Company received proceeds of $150,000 from the Payees who may at their option apply all or any portion of the principle amount outstanding to the exercise of any common stock purchase warrants of the Company held by Payee. The April 9 Notes are unsecured and the maturity date of the April 9 Notes is twelve months from issuance. The April 9 Notes do not bear interest but an interest rate of 18% will be applied to the outstanding principle commencing 5 days after any event of default that results in the acceleration of the April 9 Notes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements have been prepared in accordance with U.S. GAAP and in accordance with Regulation S-X of the SEC. The consolidated financial statements include the accounts of Rennova Health, Inc. and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. |
Comprehensive Loss | Comprehensive Loss During the years ended December 31, 2020 and 2019, comprehensive loss was equal to the net loss amounts presented in the accompanying consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include the estimates of fair values of assets acquired and liabilities assumed in business combinations, including hospital acquisitions, reserves, contractual allowances and write-downs related to receivables, the recoverability of long-lived assets, stock based compensation, the valuation allowance relating to the Company’s deferred tax assets, valuation of equity and derivative instruments, income from HHS Provider Relief Funds, deemed dividends and debt discounts, among others. Actual results could differ from those estimates and would impact future results of operations and cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had minimal cash equivalents at December 31, 2020 and 2019. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606),” ● The parties have approved the contract either in writing; orally by acknowledgement; or implicitly, based on customary business practices. ● Each party’s rights and the contract’s payment terms are identified. ● The contract has commercial substance. ● Collection is probable. Under the accounting guidance, we no longer present the provision for doubtful accounts as a separate line item and our revenues are presented net of estimated contract and related allowances. We also do not present “allowances for doubtful accounts” on our consolidated balance sheets. We review our calculations for the realizability of gross service revenues monthly to make certain that we are properly allowing for the uncollectable portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer groups. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly with a greater weight being given to the most recent trends; this process is adjusted based on recent changes in underlying contract provisions. This calculation is routinely analyzed by us based on actual allowances issued by payers and the actual payments made to determine what adjustments, if any, are needed. Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). There were no adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during 2020 and 2019. The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment. Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive. The federal poverty level is established by the federal government and is based on income and family size. The Company considers the poverty level in determining whether patients qualify for free or reduced cost of care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care. In implementing the uninsured discount policy, we may first attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable (the “hindsight analysis”) as a primary source of information in estimating the collectability of our accounts receivable. We perform the hindsight analysis quarterly, utilizing rolling twelve-months accounts receivable collection and write off data. We believe our quarterly updates to the estimated contractual allowance amounts at each of our hospital facilities provide reasonable estimates of our revenues and valuations of our accounts receivable. At December 31, 2020 and 2019, estimated contractual allowances of $45.5 million and $99.3 million, respectively, and bad debt of $7.1 million and $8.5 million, respectively, have been recorded as reductions to our accounts receivable balances to enable us to record our revenues and accounts receivable at the estimated amounts we expect to collect. To quantify the total impact of the trends related to uninsured accounts, we believe it is beneficial to view total uncompensated care, which is comprised of charity care, uninsured discounts and implicit price concessions. Total uncompensated care as a percentage of gross revenues was 1.42% and 7% for the years ended December 31, 2020 and 2019, respectively. |
Contractual Allowances and Doubtful Accounts Policy | Contractual Allowances and Doubtful Accounts Policy Accounts receivable are reported at realizable value, net of allowances for credits and doubtful accounts, which are estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimating and reviewing the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for contractual credits and doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues which may impact the collectability of these receivables or reserve estimates. Receivables deemed to be uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. Revisions to the allowances for doubtful accounts estimates are recorded as an adjustment to provision for bad debts. As required by Topic 606, for the years ended December 31, 2020 and 2019, after bad debt and contractual and related allowance adjustments to revenues of $52.6 million and $107.8 million, respectively, we reported net revenues of $7.2 million and $16.0 million. We continue to review the provision for bad debt and contractual and related allowances. See Note 4 – Accounts Receivable. |
Leases, Including the Adoption of ASU No. 2016-02 | Leases, Including the Adoption of ASU No. 2016-02 We adopted ASU No. 2016-02, Leases (Topic 842) |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board (the “FASB”) ASC Topic 360, Property, Plant and Equipment |
Derivative Financial Instruments and Fair Value, Including the Adoption of ASU 2017-11 | Derivative Financial Instruments and Fair Value, Including the Adoption of ASU 2017-11 In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815).” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). When the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. The incremental value of the debentures and warrants as a result of the down round provisions of $256.4 million and $123.9 million were recorded as deemed dividends for the years ended December 31, 2020 and 2019, respectively. See Note 12 for an additional discussion of derivative financial instruments. |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. When projected future taxable income is insufficient to provide for the realization of deferred tax assets, the Company recognizes a valuation allowance (see Note 15). In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2020 and 2019. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. Basic earnings (loss) per share of common stock is calculated by dividing net earnings (loss) allocable to common shareholders by the weighted-average shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted earnings (loss) per share is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants outstanding for the period as determined using the treasury stock method. For purposes of the diluted net loss per share calculation, common stock equivalents are excluded from the calculation when their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common shareholders is the same for periods with a net loss. See Note 3 for the computation of loss per share for the years ended December 31, 2020 and 2019. |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share during the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Numerator Net loss from continuing operations $ (17,643,707 ) $ (46,582,952 ) Deemed dividends (263,254,718 ) (123,861,587 ) Net loss available to common stockholders, continuing operations $ (280,898,425 ) $ (170,444,539 ) Net loss from discontinued operations (696,067 ) (1,450,869 ) Net loss available to common stockholders $ (281,594,492 ) $ (171,895,408 ) Denominator Basic and diluted weighted average common shares outstanding 2,987,229 558,577 Loss per share, basic and diluted Basic and diluted, continuing operations $ (94.04 ) $ (305.14 ) Basic and diluted, discontinued operations $ (0.23 ) $ (2.60 ) Total basic and diluted $ (94.27 ) $ (307.74 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of December 31, 2020 and 2019, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: December 31, 2020 2019 Warrants 4,571,165,207 63,452,536 Convertible preferred stock 4,006,169,661 7,912,237 Convertible debentures 327,164,407 3,063,478 Stock options 26 30 8,904,499,301 74,428,281 |
Accounts Receivable and Incom_2
Accounts Receivable and Income Tax Refunds Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at December 31, 2020 and 2019 consisted of the following: December 31, December 31, 2020 2019 Accounts receivable $ 16,922,576 $ 26,687,028 Less: Allowance for discounts (13,185,843 ) (16,801,910 ) Allowance for bad debts (1,513,827 ) (5,245,817 ) Accounts receivable owed under sales agreements (1,723,452 ) (1,073,854 ) Accounts receivable, net $ 499,454 $ 3,565,447 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at December 31, 2020 and 2019 consisted of the following: December 31, December 31, 2020 2019 Medical equipment $ 2,702,719 $ 2,338,989 Land 550,700 574,100 Building 6,482,260 6,548,560 Equipment 437,029 437,029 Equipment under capital leases 742,745 742,745 Furniture 240,156 235,156 Leasehold improvements 86,002 83,842 Vehicles 56,624 56,624 Computer equipment 251,432 251,432 Software 724,126 724,126 12,273,793 11,992,603 Less accumulated depreciation (4,459,358 ) (3,760,773 ) Property and equipment, net $ 7,814,435 $ 8,231,830 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table shows the allocation of the purchase price of Jellico Community Hospital and CarePlus Center to the acquired identifiable assets acquired, and liabilities assumed: Total purchase price $ 658,537 Tangible and intangible assets acquired, and liabilities assumed at estimated fair value: Inventories $ 317,427 Property and equipment 500,000 Intangible asset- certificate of need 250,000 Accrued expenses (158,890 ) Net tangible and intangible assets acquired $ 908,537 Gain on bargain purchase $ 250,000 |
Schedule of Unaudited Pro-forma of Results of Operations | Year Ended December 31, 2019 (unaudited) Net revenue $ 18,453,443 Net loss from continuing operations (46,780,311 ) Net loss (48,231,180 ) Deemed dividend from trigger of down round provision feature (123,861,587 ) Net loss to common stockholders $ (172,092,767 ) Net loss per common share: Basic and diluted continuing operations $ (305.04 ) Basic and diluted loss to common stockholders $ (308.09 ) |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2020 and 2019 consisted of the following: December 31, December 31, 2020 2019 Accrued payroll and related liabilities $ 8,263,940 $ 7,603,077 Deferred HHS Provider Relief Funds 4,400,000 - Accrued interest 4,728,942 4,905,749 Accrued legal 1,097,318 1,226,997 Other accrued expenses 645,369 509,469 Accrued expenses $ 19,135,569 $ 14,245,292 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company and its subsidiaries are party to a number of loans with unrelated parties. At December 31, 2020 and December 31, 2019, notes payable consisted of the following: Notes Payable – Third Parties December 31, 2020 December 31, 2019 Loan payable to TCA Global Master Fund, L.P. (“TCA”) in the original principal amount of $3 million at 16% interest (the “TCA Debenture”). Principal and interest payments due in various installments through December 31, 2017 $ 1,741,893 $ 1,741,893 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $500,000, bearing interest at 6% per annum (the “Tegal Notes”). Principal and interest payments due annually from July 12, 2015 through July 12, 2017 297,068 335,817 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $1.9 million. Interest is due only upon event of default. Issued net of $0.3 million of debt discount and $0.1 million of financing fees. Payment due in installments through November 2020. 1,450,000 1,900,000 Notes payable under the Paycheck Protection Program (“PPP) issued on April 20, 2020 through May 1, 2020 bearing interest at a rate of 1% per annum. To the extent not forgiven, principal and interest payments are due monthly beginning sixteen months from the date of issuance and the notes mature 40 months from the date of issuance. 2,385,921 - Installment Note payable to Ponte Investments, LLC dated January 29, 2020, less original issue discount of $0.1 million, non-interest bearing, payable in weekly installment payments ranging from $22,500 to $34,000 due on or before February 5, 2020 through on or before October 21, 2020, the maturity date. 108,350 - 5,983,232 3,977,710 Less current portion (4,786,976 ) (3,977,710 ) Notes payable - third parties, net of current portion $ 1,196,256 $ - |
Schedule of Notes Payable - Related Parties | At December 31, 2020 and December 31, 2019, note payable - related party consisted of the following: December 31, 2020 December 31, 2019 Loan payable to Christopher Diamantis $ 2,097,000 $ 15,159,455 Total note payable, related party 15,159,455 Less current portion of note payable, related party (2,097,000 ) (15,159,455 ) Total note payable, related party, net of current portion $ — $ — |
Debentures (Tables)
Debentures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debentures | The carrying amount of all outstanding debentures as of December 31, 2020 and 2019 was as follows: December 31, 2020 December 31, 2019 Debentures $ 12,690,539 $ 29,873,740 12,690,539 29,873,740 Less current portion (12,690,539 ) (29,873,740 ) Debentures, net of current portion $ - $ - |
Finance and Operating Lease O_2
Finance and Operating Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease-related Assets and Liabilities | The following table presents our lease-related assets and liabilities at December 31, 2020 and December 31, 2019: Balance Sheet Classification December 31, 2020 December 31, 2019 Assets: Operating leases Right-of-use operating lease assets $ 1,000,272 $ 88,905 Finance leases Property and equipment, net 249,985 1,119,418 Total lease assets $ 1,250,257 $ 1,208,323 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 172,952 $ 30,311 Finance leases Current liabilities 249,985 1,119,418 Noncurrent: Operating leases Right-of-use operating lease obligations 827,320 58,594 Total lease liabilities $ 1,250,257 $ 1,208,323 Weighted-average remaining term: Operating leases 4.17 years 2.96 years Finance leases 0 years 0.08 years Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance leases 4.9 % 5.1 % |
Schedule of Information Related to Lease Expense for Finance and Operating Leases | The following table presents certain information related to lease expense for finance and operating leases for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 Year Ended December 31, 2019 Finance lease expense: Depreciation/amortization of leased assets (1) $ 26,349 $ (11,828 ) Interest on lease liabilities 9,455 5,804 Operating leases: Short-term lease expense (2) 169,465 248,146 Total lease expense $ 205,269 $ 242,122 (1) Adjusts depreciation recorded in the prior year. (2) Expenses are included in general and administrative expenses in the consolidated statements of operations. |
Schedule of Supplemental Cash Flow Information | The following table presents supplemental cash flow information for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for operating leases $ 137,847 $ 53,939 Operating cash flows for finance leases $ 9,455 $ - Financing cash flows for finance lease payments $ 200,709 $ 143,931 |
Schedule of Future Minimum Rentals Under Right-to-use Operating and Finance Leases | Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows: Right-of-Use Operating Leases Finance Leases January 1, 2021 to December 31, 2021 $ 293,829 $ 253,776 January 1, 2022 to December 31, 2022 339,538 - January 1, 2023 to December 31, 2023 275,176 - January 1, 2024 to December 31, 2024 219,463 - January 1, 2025 to December 31, 2025 191,809 - Thereafter Total 1,319,815 253,776 Less interest (319,543 ) (3,791 ) Present value of minimum lease payments $ 1,000,272 $ 249,985 Less current portion of lease obligations (172,952 ) (249,985 ) Lease obligations, net of current portion $ 827,320 $ - |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table sets forth the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020 and 2019: Level 1 Level 2 Level 3 Total As of December 31, 2020: Embedded conversion option $ - $ - $ 455,336 $ 455,336 Total $ - $ - $ 455,336 $ 455,336 As of December 31, 2019: Embedded conversion option $ - $ - $ 455,336 $ 455,336 Total $ - $ - $ 455,336 $ 455,336 |
Schedule of Changes in Liabilities with Level 3 of Fair Value | The following table reconciles the changes in the liability categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2019 and 2020: Balance at December 31, 2018 $ 350,260 Change in fair value of derivative instrument 105.076 Balance at December 31, 2019 $ 455,336 Change in fair value of derivative instrument - Balance at December 31, 2020 $ 455,336 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Preferred Stock Activity | The following table summarizes the activity in the Company’s various classes of Preferred Stock included in Stockholders’ Deficit for the years ended December 31, 2020 and 2019: Series H Series F Series K Series L Series M Series N Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2019 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 - $ - - $ - - $ - 2,000,010 $ 20,000 Exchange of Series K Preferred Stock for Series L Preferred Stock - - - - (250,000 ) (2,500 ) (250,000 ) (2,500 ) Issuance of Series L Preferred Stock 250,000 2,500 250,000 2,500 Issuance of Series M Preferred Stock 22,000 220 22,000 220 Issuance of Series N Preferred stock 30,435 304 30,435 304 Conversion of Series N Preferred Stock into common stock - - - - - - (1,001 ) (10 ) (1,001 ) (10 ) Balance at December 31, 2020 10 $ - 1,750,000 17,500 - $ - 250,000 $ 2,500 22,000 $ 220 29,434 $ 294 2,051,444 $ 20,514 Series G Series H Series F Series J Series K Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance December 31, 2018 215 $ 2 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 - $ - 2,000,225 $ 20,002 Redemption of Series G Preferred Stock (215 ) (2 ) - - - - - - - - (215 ) (2 ) Exchange of Series J Preferred Stock for Series K Preferred Stock - - - - - - (250,000 ) (2,500 ) - - (250,000 ) (2,500 ) Issuance of Series K Preferred Stock - - - - - - - - 250,000 2,500 250,000 2,500 Balance December 31, 2019 0 $ 0 10 $ - 1,750,000 $ 17,500 0 $ 0 250,000 $ 2,500 2,000,010 $ 20,000 |
Schedule of Stock Option Activity | The following table summarizes the stock option activity for the years ended December 31, 2020 and 2019: Number of options Weighted- average exercise price Weighted- average contractual term Outstanding at December 31, 2018 34 $ 2,292,509 7.33 Granted - Expired - Forfeit (4 ) Outstanding at December 31, 2019 30 $ 2,595,929 6.33 Granted - Expired - Adjustment for no fractional options in reverse stock split (4 ) N/M Outstanding at December 31, 2020 26 $ 2,992,125 5.37 Exercisable at December 31, 2020 26 $ 2,992,125 |
Schedule of Stock Option Outstanding and Exercisable | The following table summarizes information with respect to stock options outstanding and exercisable by employees and directors at December 31, 2020: Options outstanding Options vested and exercisable Exercise price Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price Aggregate intrinsic value Number vested Weighted average exercise price Aggregate intrinsic value $ 10,000,000 5 5.25 $ 10,000,000 $ - 5 $ 10,000,000 $ - $ 5,000,000 5 5.25 $ 5,000,000 - 5 $ 5,000,000 - $ 269,580 8 5.33 $ 269,580 - 8 $ 269,580 - $ 80,906 8 5.54 $ 80,906 - 8 $ 80,906 - 26 5.37 $ 2,992,125 $ – 26 $ 2,992,125 $ - |
Schedule of Warrants Activity | The following summarizes the information related to warrant activity during the years ended December 31, 2019 and 2020: Number of warrants Weighted average Balance at December 31, 2018 5,307,051 $ 17.26 Increase in warrants during the period as a result of down round 58,220,985 March Warrants exercised during the period (75,500 ) $ (3.36 ) Balance at December 31, 2019 63,452,536 $ 1.44 Increase in warrants during the period as a result of down round 4,507,712,672 Warrant exercised during the period (1 ) $ (3,150 ) Balance at December 31, 2020 4,571,165,207 $ 0.02 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Expense) Benefit | The benefit (provision) from income taxes for the years ended December 31, 2020 and 2019 consists of the following: 2020 2019 Current Federal $ 1,373,348 $ - State (65,168 ) - 1,308,180 - Deferred Federal - - State - - - - Benefit from income taxes $ 1,308,180 $ - |
Schedule of Effective Income Tax Rate Reconciliation | The following reconciles the Federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2020 and 2019: 2020 2019 % % Federal statutory rate 21.0 21.0 Permanent and other items (1.99 ) (10.67 ) Federal income taxes audit and other adjustments 2.48 (0.03 ) Change in valuation allowance (14.59 ) (10.3 ) 6.90 0.00 |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are comprised of the following at December 31, 2020 and 2019: 2020 2019 Deferred income tax assets: Amortization $ 586,174 $ 868,974 Net operating loss carryforward 20,671,683 16,053,316 Allowance for doubtful accounts 403,991 1,559,750 Charitable contributions 624 623 Stock options 971,860 970,496 Accrued liabilities 312,419 467,086 HHS Provider Relief Funds 1,175,790 R&D credit carryforward 220,431 Business interest expense 0 2,323,330 Deferred state tax asset 5,117,347 1,428,268 29,460,319 23,671,843 Deferred income tax liabilities: Depreciation (1,498,698 ) (1,578,355 ) (1,498,698 ) (1,578,355 ) Deferred tax asset, net 27,961,621 22,093,488 Less: valuation allowance (27,961,621 ) (22,093,488 ) Net deferred tax assets $ - $ - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operation of Balance Sheet and Operation Statement | Carrying amounts of major classes of assets and liabilities classified as held for sale and included as part of discontinued operations in the consolidated balance sheets as of December 31, 2020 and 2019 consisted of the following: AMSG & HTS Group Assets and Liabilities: December 31, 2020 December 31, 2019 Cash $ 31,294 $ 16,667 Accounts receivable, net 151,363 482,472 Prepaid expenses and other current assets 1,717 5,150 Current assets classified as held for sale $ 184,374 $ 504,289 Property and equipment, net $ 685 $ 3,354 Deposits - 6,029 Right of use assets - - Non-current assets classified as held for sale $ 685 $ 9,383 Accounts payable $ 726,220 $ 805,652 Accrued expenses 1,308,283 1,350,106 Current portion of right-of-use operating lease obligations - - Current portion of notes payable 168,751 256,274 Current liabilities classified as held for sale $ 2,203,254 $ 2,412,032 Note payable $ 69,267 $ - Right-of-use operating lease liability - - Non-current liabilities classified as held for sale $ 69,267 $ - EPIC Reference Labs, Inc. and Other Subsidiaries Assets and Liabilities December 31, 2020 December 31, 2019 Cash $ 136 $ 1,100 Accounts receivable, net - - Prepaid expenses and other current assets - - Current assets classified as held for sale $ 136 $ 1,100 Property and equipment, net $ - $ - Deposits 100,014 100,014 Right-of-use assets 100,116 185,842 Non-current assets classified as held for sale $ 200,130 $ 285,856 Accounts payable $ 1,185,158 $ 1,235,976 Accrued expenses 334,667 364,683 Current portion of right-of-use operating lease obligations 91,166 85,726 Current portion of notes payable - - Current liabilities classified as held for sale $ 1,610,991 $ 1,686,385 Note payable $ - $ - Right-of-use operating lease liability 8,950 100,116 Non-current liabilities classified as held for sale $ 8,950 $ 100,116 Consolidated Discontinued Operations Assets and Liabilities: December 31, 2020 December 31, 2019 Cash $ 31,430 $ 17,767 Accounts receivable, net 151,363 482,472 Prepaid expenses and other current assets 1,717 5,150 Current assets classified as held for sale $ 184,510 $ 505,389 Property and equipment, net $ 685 $ 3,354 Deposits 100,014 106,043 Right-of-use assets 100,116 185,842 Non-current assets classified as held for sale $ 200,815 $ 295,239 Accounts payable $ 1,911,378 $ 2,041,628 Accrued expenses 1,642,950 1,714,789 Current portion of right-of-use operating lease obligations 91,166 85,726 Current portion of notes payable 168,751 256,274 Current liabilities classified as held for sale $ 3,814,245 $ 4,098,417 Note payable $ 69,267 $ - Right-of-use operating lease liability 8,950 100,116 Non-current liabilities classified as held for sale $ 78,217 $ 100,116 Major line items constituting loss from discontinued operations in the consolidated statements of operations for the years ended December 31, 2020 and 2019 consisted of the following: AMSG & HTS Group Loss from Discontinued Operations: Year Ended December 31, 2020 December 31, 2019 Revenue from services** $ 528,624 $ 1,109,135 Cost of services 5,536 150,205 Gross profit 523,088 958,930 Operating expenses 1,045,410 1,615,477 Other expense 84,129 62,771 Provision for income taxes - - Loss from discontinued operations $ (606,451 ) $ (719,318 ) **Revenue from services, includes related party revenue of $0.2 million and $0.4 million, respectively. EPIC Reference Labs, Inc. and Other Subsidiaries Loss from Discontinued Operations Year Ended December 31, 2020 December 31, 2019 Revenue from services (1) $ 442 $ (14,087 ) Cost of services - 85,982 Gross profit 442 (100,069 ) Operating expenses 138,816 589,638 Other expense (income) (48,758 ) 41,844 Provision for income taxes - - Loss from discontinued operations $ (89,616 ) $ (731,551 ) (1) The Company recorded bad debts in excess of gross revenues in the year ended December 31, 2019. Consolidated Loss from Discontinued Operations: Year Ended December 31, 2020 December 31, 2019 Revenue from services $ 529,066 $ 1,095,048 Cost of services 5,536 236,187 Gross profit 523,530 858,861 Operating expenses 1,184,226 2,205,115 Other expense, net 35,371 104,615 Provision for income taxes - - Loss from discontinued operations $ (696,067 ) $ (1,450,869 ) |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Year Ended December 31, 2020 2019 Cash paid for interest $ 64,454 $ - Cash paid for income taxes $ - $ 45,000 Acquisition of Jellico Community Hospital and CarePlus Center: Inventory $ - $ 317,427 Property and equipment - 500,000 Intangible assets - 250,000 Accrued expenses - 158,890 Non-cash investing and financing activities: Series I-2 Preferred Stock converted into common stock $ 277,994 $ 1,268,972 Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest 22,000,000 - Loans and accrued interest exchanged for Series M Preferred Stock 18,849,632 - Issuance of Series N Preferred Stock in exchange for debentures, accrued interest and Series I-1 and Series I-2 Preferred Stock 30,435,519 - Debentures, accrued interest and Series I-1 and Series I-2 Preferred Stock exchanged for Series N Preferred Stock 19,342,322 - Series N Preferred Stock converted into common stock 1,001,000 - Deemed dividends from exchanges of debt for preferred stock 6,871,086 - Deemed dividends from down-round provisions of warrants and debentures 256,383,632 123,861,587 Common stock issued in cashless exercise of warrants - 11,962 Exchange of Series K Preferred Stock for Series L Preferred Stock 2,500 - Issuance of Series L Preferred Stock 2,500 - Original issue discounts on debt 122,885 400,000 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Dilutive Effect of Various Potential Common Shares | The following table presents the dilutive effect of our various potential common shares as of March 31, 2021: March 31, 2021 Common shares outstanding 474,730,679 Dilutive potential shares: Stock options 26 Warrants 13,830,704,953 Convertible debt 770,000,000 Convertible preferred stock 10,870,999,619 Total dilutive potential common shares, including outstanding common stock 25,946,535,276 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) - USD ($) | Jul. 31, 2020 | Jul. 22, 2020 | May 07, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Reverse Stock Split | As a result of the Reverse Stock Split, every 10,000 shares of the Company's common stock was combined and automatically converted into one share of the Company's common stock | ||||
Relief funds | $ 12,500,000 | ||||
Revenue recognized | 8,000,000 | ||||
Working capital deficit | 56,500,000 | ||||
Accumulated deficit | (868,536,506) | $ (586,942,014) | |||
Net loss from continuing operations | (17,643,707) | (46,582,952) | |||
Cash used in operating activities | (16,790,529) | $ (13,529,045) | |||
Jamestown Medical Center, Inc [Member] | |||||
Relief funds | 120,000 | ||||
Public Health and Social Services Emergency Fund [Member] | |||||
Relief funds | 100,000,000,000 | ||||
Public Health and Social Services Emergency Fund [Member] | Tranche One [Member] | |||||
Relief funds | 30,000,000,000 | ||||
Provider Relief Funds [Member] | |||||
Revenue recognized | $ 8,000,000 | ||||
Board of Directors [Member] | |||||
Reverse Stock Split | 1-for-10,000 reverse stock split. | Range from 1-for-100 to 1-for-10,000. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | ||
Estimated contractual allowances | $ 45,500,000 | $ 99,300,000 |
Total uncompensated care as a percentage of gross revenues | 0.0142 | 0.07 |
Bad debts | $ 7,100,000 | $ 8,500,000 |
Allowance for adjustment of revenue | 52,600,000 | 107,800,000 |
Net revenues | 7,200,120 | 16,003,443 |
Impairment charge | 250,000 | |
Incremental value of debentures and warrants | $ 256,400,000 | $ 123,900,000 |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total dilutive potential common shares, including outstanding common stock | 8,904,499,301 | 74,428,281 | |
Subsequent Event [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 25,946,535,276 |
Loss Per Share - Schedule of Ea
Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Numerator: Net loss from continuing operations | $ (17,643,707) | $ (46,582,952) |
Numerator: Deemed dividends | (263,254,718) | (123,861,587) |
Numerator: Net loss available to common stockholders, continuing operations | (280,898,425) | (170,444,539) |
Numerator: Net loss from discontinued operations | (696,067) | (1,450,869) |
Numerator: Net loss available to common stockholders | $ (281,594,492) | $ (171,895,408) |
Denominator: Basic and diluted weighted average common shares outstanding | 2,987,229 | 558,577 |
Loss per share, Basic and diluted, continuing operations | $ (94.04) | $ (305.14) |
Loss per share, Basic and diluted, discontinued operations | (0.23) | (2.60) |
Total basic and diluted | $ (94.27) | $ (307.74) |
Loss Per Share Available to Com
Loss Per Share Available to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Dilutive potential shares | 8,904,499,301 | 74,428,281 |
Warrants [Member] | ||
Dilutive potential shares | 4,571,165,207 | 63,452,536 |
Convertible Preferred Stock [Member] | ||
Dilutive potential shares | 4,006,169,661 | 7,912,237 |
Convertible Debentures [Member] | ||
Dilutive potential shares | 327,164,407 | 3,063,478 |
Stock Options [Member] | ||
Dilutive potential shares | 26 | |
Stock Options [Member] | ||
Dilutive potential shares | 30 |
Accounts Receivable and Incom_3
Accounts Receivable and Income Tax Refunds Receivable (Details Narrative) - USD ($) | Jan. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Percentage of accounts receivable | 78.00% | 63.00% | |
Bad debt expenses | $ 7,100,000 | $ 8,500,000 | |
Allowance for bad debts decreased | 3,700,000 | ||
Accounts receivable sold | 3,300,000 | 3,900,000 | |
Proceeds from sale of accounts receivable | 2,200,000 | 2,600,000 | |
Origination fees | 100,000 | 100,000 | |
Loss on sale of accounts receivable | 1,400,000 | 1,400,000 | |
Accounts receivable | 1,700,000 | 1,100,000 | |
Income tax refunds receivable | 1,420,251 | $ 642,503 | |
Income tax refunds | 500,000 | ||
Federal Net Operating Losses [Member] | |||
Income tax refunds | 1,100,000 | ||
Other Net Operating Losses [Member] | |||
Income tax refunds | 300,000 | ||
2015 Federal Tax Return [Member] | |||
Income tax refunds | $ 600,000 | ||
Secured Installment Promissory Note [Member] | |||
Origination fees | $ 100,000 | ||
Principal amount | $ 1,200,000 |
Accounts Receivable and Incom_4
Accounts Receivable and Income Tax Refunds Receivable - Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts receivable, gross | $ 16,922,576 | $ 26,687,028 |
Less: Allowance for discounts | (13,185,843) | (16,801,910) |
Less: Allowance for bad debts | (1,513,827) | (5,245,817) |
Less: Accounts receivable owed under sales agreements | (1,723,452) | (1,073,854) |
Accounts receivable, net | $ 499,454 | $ 3,565,447 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 05, 2019 | |
Depreciated term, useful life description | The buildings are being depreciated over 39 years, leasehold improvements are depreciated over the life of the lease(s) and the remaining equipment is being depreciated over lives ranging from three to seven years. | ||
Depreciation expenses | $ 700,000 | $ 800,000 | |
Impairment charge | $ 250,000 | ||
Building [Member] | |||
Depreciation term | 39 years | ||
Remaining Equipment [Member] | Minimum [Member] | |||
Depreciation term | 3 years | ||
Remaining Equipment [Member] | Maximum [Member] | |||
Depreciation term | 7 years | ||
Jellico Community Hospital and Careplus Center [Member] | |||
Property plant and equipments | $ 500,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 12,273,793 | $ 11,992,603 |
Less accumulated depreciation | (4,459,358) | (3,760,773) |
Property and equipment, net | 7,814,435 | 8,231,830 |
Medical Equipment [Member] | ||
Property and equipment, gross | 2,702,719 | 2,338,989 |
Land [Member] | ||
Property and equipment, gross | 550,700 | 574,100 |
Building [Member] | ||
Property and equipment, gross | 6,482,260 | 6,548,560 |
Equipment [Member] | ||
Property and equipment, gross | 437,029 | 437,029 |
Equipment Under Capital Leases [Member] | ||
Property and equipment, gross | 742,745 | 742,745 |
Furniture [Member] | ||
Property and equipment, gross | 240,156 | 235,156 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 86,002 | 83,842 |
Vehicles [Member] | ||
Property and equipment, gross | 56,624 | 56,624 |
Computer Equipment [Member] | ||
Property and equipment, gross | 251,432 | 251,432 |
Software [Member] | ||
Property and equipment, gross | $ 724,126 | $ 724,126 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Mar. 05, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Gain on bargain purchase | $ 250,000 | ||
Impairment of intangible asset | 250,000 | ||
Jellico Community Hospital and Careplus Center [Member] | |||
Purchase price paid | $ 658,537 | ||
Acquisition cots | 908,537 | ||
Diligence, legal and other costs | 250,000 | ||
Fair value of the assets acquired, net of the liabilities assumed | 908,537 | ||
Gain on bargain purchase | $ 250,000 | ||
Impairment of intangible asset | $ 250,000 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 05, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Gain on bargain purchase | $ 250,000 | ||
Jellico Community Hospital and Careplus Center [Member] | |||
Total purchase price | $ 658,537 | ||
Inventories | 317,427 | ||
Property and equipment | 500,000 | ||
Intangible asset- certificate of need | 250,000 | ||
Accrued expenses | (158,890) | ||
Net tangible and intangible assets acquired | 908,537 | ||
Gain on bargain purchase | $ 250,000 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro-forma of Results of Operations (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Business Combinations [Abstract] | |
Net revenue | $ 18,453,443 |
Net loss from continuing operations | (46,780,311) |
Net loss | (48,231,180) |
Deemed dividend from trigger of down round provision feature | (123,861,587) |
Net loss to common stockholders | $ (172,092,767) |
Basic and diluted continuing operations | $ / shares | $ (305.04) |
Basic and diluted loss to common stockholders | $ / shares | $ (308.09) |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Penalties | $ 6,900,000 | |
Accrued interest | $ 4,728,942 | 4,905,749 |
HHS Provider Relief Funds [Member] | ||
Deferred fund charges | 4,400,000 | |
Mr. Diamantis [Member] | ||
Penalties | 2,500,000 | 1,300,000 |
Accrued payroll taxes | 4,400,000 | |
Accrued interest decreased | 200,000 | |
Accrued interest | $ 200,000 | $ 1,900,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued payroll and related liabilities | $ 8,263,940 | $ 7,603,077 |
Accrued interest | 4,728,942 | 4,905,749 |
Accrued legal | 1,097,318 | 1,226,997 |
Other accrued expenses | 645,369 | 509,469 |
Accrued expenses | 19,135,569 | 14,245,292 |
HHS Provider Relief Funds [Member] | ||
Deferred fund charges | $ 4,400,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | May 01, 2020 | Jan. 29, 2020 | Sep. 27, 2019 | Mar. 21, 2017 | Feb. 02, 2017 | Aug. 31, 2020 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Apr. 20, 2020 | Nov. 03, 2016 |
Repayment of debt | $ 920,000 | |||||||||||
Debt instrument maturity date | Nov. 29, 2020 | |||||||||||
Accrued interest payable | 6,000,000 | 2,100,000 | ||||||||||
Proceeds from issuance of debt | 3,845,000 | |||||||||||
Original issue discount | 100,000 | |||||||||||
Non-payment principal amount | 5,983,232 | 3,977,710 | ||||||||||
Penalties | 6,900,000 | |||||||||||
Proceeds from promissory notes | 1,198,835 | 1,600,000 | ||||||||||
Debt interest rate | 18.00% | |||||||||||
Advance received | 7,628,553 | 16,669,455 | ||||||||||
Interest expenses | 9,500,000 | |||||||||||
Mr. Diamantis [Member] | ||||||||||||
Repayment of debt | $ 2,200,000 | 450,000 | ||||||||||
Debt instrument periodic payment | $ 1,000,000 | |||||||||||
Debt instrument maturity date | Nov. 8, 2019 | |||||||||||
Principal amount | $ 1,900,000 | |||||||||||
Proceeds from issuance of debt | 1,500,000 | |||||||||||
Original issue discount | 300,000 | |||||||||||
Financing fees debt | 100,000 | |||||||||||
Non-payment principal amount | 2,200,000 | |||||||||||
Penalties | 500,000 | |||||||||||
Past due amount | 500,000 | |||||||||||
Mr. Diamantis [Member] | ||||||||||||
Repayment of debt | 4,200,000 | 2,300,000 | ||||||||||
Accrued interest payable | 200,000 | 1,900,000 | ||||||||||
Penalties | $ 2,500,000 | 1,300,000 | ||||||||||
Debt interest rate | 10.00% | |||||||||||
Loans payable | $ 7,600,000 | |||||||||||
Advance received | 9,900,000 | |||||||||||
Purchase price paid | 700,000 | |||||||||||
Interest expenses | 2,100,000 | $ 1,600,000 | ||||||||||
Mr. Diamantis [Member] | Series M Preferred Stock [Member] | ||||||||||||
Principal amount | $ 18,800,000 | |||||||||||
TCA Debenture [Member] | ||||||||||||
Accrued and unpaid interest | $ 100,000 | $ 400,000 | ||||||||||
Repayment of debt | 750,000 | |||||||||||
Amount of fee received | $ 150,000 | |||||||||||
Debt instrument maturity date | Jun. 27, 2017 | |||||||||||
TCA Debenture [Member] | April 2017 Through September 2017 [Member] | ||||||||||||
Debt instrument periodic payment | $ 2,600,000 | |||||||||||
Tegal Notes [Member] | ||||||||||||
Repayment of debt | 44,544 | |||||||||||
Principal amount | $ 341,612 | |||||||||||
Accrued interest payable | $ 43,000 | |||||||||||
Remaining Principal [Member] | Mr. Diamantis [Member] | ||||||||||||
Debt instrument periodic payment | $ 900,000 | |||||||||||
Debt instrument maturity date | Dec. 26, 2019 | |||||||||||
Installment Note [Member] | ||||||||||||
Debt instrument periodic payment | 1,100,000 | |||||||||||
Principal amount | $ 1,200,000 | |||||||||||
Original issue discount | $ 100,000 | |||||||||||
Penalties | 9,850 | |||||||||||
Debt instrument maturity date description | Due on or before February 5, 2020 through on or before October 21, 2020. | |||||||||||
Late payment fee percentage | 10.00% | |||||||||||
Past due amount | $ 100,000 | |||||||||||
Installment Note [Member] | Minimum [Member] | ||||||||||||
Debt instrument periodic payment | $ 22,500 | |||||||||||
Installment Note [Member] | Maximum [Member] | ||||||||||||
Debt instrument periodic payment | $ 34,000 | |||||||||||
PPP Notes [Member] | ||||||||||||
Debt instrument periodic payment | $ 100,000 | |||||||||||
Proceeds from promissory notes | $ 2,300,000 | |||||||||||
Debt term | 2 years | |||||||||||
Debt interest rate | 1.00% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Note payable | $ 5,983,232 | $ 3,977,710 |
Less current portion | (4,786,976) | (3,977,710) |
Notes payable - third parties, net of current portion | 1,196,256 | |
Notes Payable - Third Parties One [Member] | ||
Note payable | 1,741,893 | 1,741,893 |
Notes Payable Third Parties Two [Member] | ||
Note payable | 297,068 | 335,817 |
Notes Payable Third Parties Three [Member] | ||
Note payable | 1,450,000 | 1,900,000 |
Notes Payable Third Parties Four [Member] | ||
Note payable | 2,385,921 | |
Notes Payable Third Parties Five [Member] | ||
Note payable | $ 108,350 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 | |
Debt instruments interest rate | 18.00% | ||
Notes Payable - Third Parties One [Member] | |||
Original principal amount | $ 3,000,000 | $ 3,000,000 | |
Debt instruments interest rate | 16.00% | 16.00% | |
Debt maturity description | Principal and interest payments due in various installments through December 31, 2017 | Principal and interest payments due in various installments through December 31, 2017 | |
Notes Payable Third Parties Two [Member] | |||
Original principal amount | $ 500,000 | $ 500,000 | |
Debt instruments interest rate | 6.00% | 6.00% | |
Debt maturity description | Principal and interest payments due annually from July 12, 2015 through July 12, 2017 | Principal and interest payments due annually from July 12, 2015 through July 12, 2017 | |
Notes Payable Third Parties Three [Member] | |||
Original principal amount | $ 1,900,000 | $ 1,900,000 | |
Debt maturity description | Payment is due in installments through November 2020. | Payment is due in installments through November 2020. | |
Original issue discount | $ 300,000 | $ 300,000 | |
Financing fees debt | $ 100,000 | $ 100,000 | |
Notes Payable Third Parties Four [Member] | Paycheck Protection Program [Member] | |||
Debt instruments interest rate | 1.00% | 1.00% | |
Debt maturity description | Principal and interest payments are due monthly beginning sixteen months from the date of issuance and the notes mature 40 months from the date of issuance. | Principal and interest payments are due monthly beginning sixteen months from the date of issuance and the notes mature 40 months from the date of issuance. | |
Notes Payable Third Parties Five [Member] | |||
Original principal amount | $ 100,000 | $ 100,000 | |
Debt maturity description | Due on or before February 5, 2020 through on or before October 21, 2020 | Due on or before February 5, 2020 through on or before October 21, 2020 | |
Original issue discount | $ 10,000 | ||
Notes Payable Third Parties Five [Member] | Maximum [Member] | |||
Debt instrument periodic payment | $ 22,500 | 22,500 | |
Notes Payable Third Parties Five [Member] | Minimum [Member] | |||
Debt instrument periodic payment | $ 34,000 | $ 34,000 |
Notes Payable - Schedule of N_3
Notes Payable - Schedule of Notes Payable - Related Parties (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total note payable, related party | $ 15,159,455 | |
Less current portion of note payable, related party | $ (2,097,000) | (15,159,455) |
Total note payable, related party, net of current portion | ||
Loan Payable to Christopher Diamantis [Member] | ||
Total note payable, related party | $ 2,097,000 | $ 15,159,455 |
Debentures (Details Narrative)
Debentures (Details Narrative) - USD ($) | Sep. 27, 2019 | Aug. 31, 2019 | Jun. 24, 2019 | Jun. 13, 2019 | May 12, 2019 | Mar. 27, 2019 | Feb. 24, 2019 | Aug. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | Jan. 31, 2020 | Feb. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Jun. 30, 2020 | Oct. 12, 2019 | Aug. 17, 2019 | Jun. 21, 2019 | Jun. 07, 2019 | Jun. 05, 2019 |
Outstanding debentures | $ 12,690,539 | $ 29,873,740 | $ 12,690,539 | ||||||||||||||||||
Penalties | 6,900,000 | ||||||||||||||||||||
Debt instrument maturity date | Nov. 29, 2020 | ||||||||||||||||||||
Debt instrument default interest rate | 18.00% | 18.00% | |||||||||||||||||||
Accrued interest expenses | $ 9,500,000 | ||||||||||||||||||||
Debt converted into shares, value | $ 1,001,000 | ||||||||||||||||||||
Debt converted into shares | 38,371,250 | ||||||||||||||||||||
Original issue discount | 100,000 | ||||||||||||||||||||
Debt interest rate | 18.00% | ||||||||||||||||||||
Interest rate description | The exchange of the outstanding non-convertible debentures issued in 2019, with a carrying value on Rennova's book of $4.8 million at August 31, 2020, including penalties at 30% of the original principal balance and penalty interest calculated at 18% per annum, for Series N Preferred Stock with a stated value of $4.9 million. Under this provision, the penalty interest is accrued at the rate of 18% per annum and not the original interest terms, which were 5% per month and 24% per annum on late payment of penalty interest, as a concession and to offset the premium paid for the exchange of the debentures noted in Number 2 above. This interest rate concession, which totaled $2.3 million at August 31, 2020, is permanent and will not be reversed in any event, including non-payment of the $10.0 million by November 29, 2020; | ||||||||||||||||||||
Proceeds from debt | 3,845,000 | ||||||||||||||||||||
Repayment of debt | 920,000 | ||||||||||||||||||||
Number of common stock issued, value | 2,500 | ||||||||||||||||||||
Accrued interest | 6,000,000 | 2,100,000 | $ 6,000,000 | ||||||||||||||||||
Non-convertible debentures outstanding | $ 4,800,000 | ||||||||||||||||||||
Interest rate concession | 2,300,000 | ||||||||||||||||||||
Non payment of debt | 10,000,000 | ||||||||||||||||||||
Gain on extinguishment of debt | 2,041,038 | ||||||||||||||||||||
Deemed dividend | 256,400,000 | 123,900,000 | |||||||||||||||||||
Amortization of debt discount | $ 122,885 | 16,223,474 | |||||||||||||||||||
Series N Preferred Stock [Member] | |||||||||||||||||||||
Debt converted into shares | 1,001 | ||||||||||||||||||||
Principal amount | 4,900,000 | ||||||||||||||||||||
Bridge Debenture Agreement [Member] | June Thirteen Two Thousand And Nineteen Offerings [Member] | |||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2019 | ||||||||||||||||||||
Principal amount | $ 1,250,000 | ||||||||||||||||||||
Proceeds from offerings | $ 1,250,000 | ||||||||||||||||||||
Debt instrument maturity date description | Under the June 13 Agreement, the maturity date of the debentures issued on February 24, 2019, March 27, 2019, May 12, 2019, June 5, 2019 and June 7, 2019 were extended to December 31, 2019 and the terms were changed such that they have the same interest terms as contained in the June 13, 2019 debentures | ||||||||||||||||||||
Forbearance Agreement [Member] | |||||||||||||||||||||
Outstanding debentures | $ 29,200,000 | ||||||||||||||||||||
Repayment of debt | $ 200,000 | ||||||||||||||||||||
Exchange and Redemption Agreement [Member] | |||||||||||||||||||||
Outstanding debentures | $ 9,800,000 | ||||||||||||||||||||
Debt instrument maturity date | Nov. 29, 2020 | ||||||||||||||||||||
Accrued interest expenses | $ 2,300,000 | ||||||||||||||||||||
Repayment of debt | $ 10,000,000 | ||||||||||||||||||||
Description on agreement | Provide that if the $10.0 million cash payment is made timely, no interest will accrued or be due under the outstanding debentures for the periods subsequent to August 31, 2020, however, interest will again accrued on these outstanding debentures at a rate of 18% per annum subsequent to August 31, 2020 if the $10.0 million cash payment is not made timely; During the 90-day redemption period (or until the occurrence of certain specified events, if earlier), the investors will forbear from exercising any remedies against the Company or Mr. Diamantis as a result of any existing defaults under the outstanding securities; and Provide that the embedded conversion options of the outstanding debentures noted in Number 3 above have been suspended as of August 31, 2020 and that the conversion terms will only be reinstated to their original terms after November 29, 2020 if the $10.0 million cash payment is not made. | ||||||||||||||||||||
Gain on extinguishment of debt | $ 2,000,000 | ||||||||||||||||||||
Exchange and Redemption Agreement [Member] | Series I-1 and Series I-2 Preferred Stock [Member] | |||||||||||||||||||||
Number of common stock issued, value | 6,257,616 | ||||||||||||||||||||
Deemed dividend | 3,700,000 | ||||||||||||||||||||
Exchange and Redemption Agreement [Member] | Series N Preferred Stock [Member] | |||||||||||||||||||||
Outstanding debentures | 19,300,000 | ||||||||||||||||||||
Number of common stock issued, value | 24,200,000 | ||||||||||||||||||||
Principal and penalties | 16,500,000 | ||||||||||||||||||||
Accrued interest | $ 2,800,000 | ||||||||||||||||||||
Exchange and Redemption Agreement [Member] | Potential Exchange Premium [Member] | |||||||||||||||||||||
Fair value adjustment of debentures | 300,000 | 300,000 | |||||||||||||||||||
Investors [Member] | Bridge Debenture Agreement [Member] | June Thirteen Two Thousand And Nineteen Offerings [Member] | |||||||||||||||||||||
Principal amount | $ 1,250,000 | ||||||||||||||||||||
Mr. Diamantis [Member] | |||||||||||||||||||||
Penalties | 500,000 | 500,000 | |||||||||||||||||||
Debt instrument maturity date | Nov. 8, 2019 | ||||||||||||||||||||
Principal amount | $ 1,900,000 | ||||||||||||||||||||
Original issue discount | 300,000 | ||||||||||||||||||||
Proceeds from debt | 1,500,000 | ||||||||||||||||||||
Repayment of debt | $ 2,200,000 | 450,000 | |||||||||||||||||||
Principal and penalties | $ 1,000,000 | ||||||||||||||||||||
Mr. Diamantis [Member] | Forbearance Agreement [Member] | |||||||||||||||||||||
Debt instrument maturity date | Mar. 15, 2020 | ||||||||||||||||||||
Principal amount | 4,700,000 | 4,700,000 | |||||||||||||||||||
Legal fees | $ 50,000 | ||||||||||||||||||||
Debentures principal payments | $ 220,000 | ||||||||||||||||||||
Repayment of debt | $ 500,000 | $ 4,900,000 | |||||||||||||||||||
March 2017 Debentures [Member] | |||||||||||||||||||||
Outstanding debentures | $ 2,000,000 | 2,000,000 | |||||||||||||||||||
Debt instrument maturity date | Mar. 21, 2019 | ||||||||||||||||||||
March 2017 Debentures [Member] | March Debentures Holders [Member] | |||||||||||||||||||||
Outstanding debentures | $ 2,600,000 | $ 2,600,000 | |||||||||||||||||||
Conversion price per share | $ 0.0118 | $ 0.0118 | |||||||||||||||||||
Debt converted into shares, value | $ 14,000,000 | ||||||||||||||||||||
Debt converted into shares | 426 | ||||||||||||||||||||
September 2017 Debenture [Member] | |||||||||||||||||||||
Outstanding debentures | $ 5,900,000 | $ 5,900,000 | |||||||||||||||||||
Debt instrument maturity date | Sep. 19, 2019 | ||||||||||||||||||||
September 2017 Debenture [Member] | September Debentures Holders [Member] | |||||||||||||||||||||
Outstanding debentures | $ 7,700,000 | 7,700,000 | |||||||||||||||||||
Debt converted into shares, value | $ 3,100,000 | ||||||||||||||||||||
Debt converted into shares | 3,916.67 | ||||||||||||||||||||
2018 Debentures [Member] | |||||||||||||||||||||
Outstanding debentures | $ 11,200,000 | $ 11,200,000 | |||||||||||||||||||
Debt instrument maturity date | Sep. 19, 2019 | ||||||||||||||||||||
Conversion price per share | $ 0.052 | $ 0.052 | $ 0.052 | ||||||||||||||||||
Principal amount | $ 8,900,000 | $ 6,800,000 | $ 6,800,000 | ||||||||||||||||||
Proceeds from offerings | 5,500,000 | ||||||||||||||||||||
Original issue discount | $ 1,300,000 | 1,300,000 | |||||||||||||||||||
2018 Debentures [Member] | Issuance Agreements [Member] | |||||||||||||||||||||
Debt instrument maturity date | Sep. 19, 2019 | ||||||||||||||||||||
Principal amount | $ 4,300,000 | 4,300,000 | |||||||||||||||||||
Proceeds from offerings | 3,500,000 | ||||||||||||||||||||
2019 Debentures [Member] | |||||||||||||||||||||
Outstanding debentures | $ 3,900,000 | $ 3,900,000 | |||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2019 | ||||||||||||||||||||
2019 Debentures [Member] | Exchange and Redemption Agreement [Member] | |||||||||||||||||||||
Debt instrument default interest rate | 18.00% | 18.00% | |||||||||||||||||||
Accrued interest expenses | $ 900,000 | ||||||||||||||||||||
Debentures [Member] | |||||||||||||||||||||
Outstanding debentures | $ 1,020,000 | $ 250,000 | |||||||||||||||||||
Penalties | $ 1,200,000 | ||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2019 | Dec. 31, 2019 | |||||||||||||||||||
Accrued interest expenses | $ 7,400,000 | ||||||||||||||||||||
Principal amount | $ 500,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||
Debt interest rate | 24.00% | 24.00% | 24.00% | 5.00% | 2.50% | ||||||||||||||||
Proceeds from debt | $ 1,270,000 | ||||||||||||||||||||
Debentures [Member] | Purchase Agreement [Member] | June 2019 Debentures [Member] | |||||||||||||||||||||
Debt interest rate | 24.00% | ||||||||||||||||||||
Interest rate description | Commencing on August 17, 2019, the June 2019 Debentures bear interest on the outstanding principal amount at a rate of 2.5% per month (increasing to 5% per month on October 12, 2019), payable quarterly beginning on October 1, 2019. | ||||||||||||||||||||
Debentures [Member] | Christopher Diamantis [Member] | |||||||||||||||||||||
Debt instrument maturity date | Jun. 3, 2019 | ||||||||||||||||||||
Principal amount | $ 200,000 | $ 125,000 | |||||||||||||||||||
Interest rate description | The maturity dates of these debentures were extended to December 31, 2019 and the terms were changed so that commencing on August 17, 2019 the debentures bear interest on the outstanding principal amount at a rate of 2.5% per month (increasing to 5% per month on October 12, 2019), payable quarterly beginning on October 1, 2019. | ||||||||||||||||||||
Debenture One [Member] | |||||||||||||||||||||
Debt interest rate | 5.00% | 2.50% | |||||||||||||||||||
Debenture Two [Member] | |||||||||||||||||||||
Debt interest rate | 5.00% | 2.50% |
Debentures - Schedule of Debent
Debentures - Schedule of Debentures (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Debentures | $ 12,690,539 | $ 29,873,740 |
Total debentures | 12,690,539 | 29,873,740 |
Less current portion | (12,690,539) | (29,873,740) |
Debentures, long term |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Alcimede LLC [Member] | ||
Consulting fees | $ 500,000 | $ 400,000 |
Kristi Dymond [Member] | ||
Loans receivable | $ 82,500 |
Finance and Operating Lease O_3
Finance and Operating Lease Obligations (Details Narrative) - USD ($) | Dec. 31, 2020 | Jul. 31, 2020 |
Leases [Abstract] | ||
Future minimum lease payments and accrued interest | $ 200,000 | $ 100,000 |
Finance and Operating Lease O_4
Finance and Operating Lease Obligations - Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating leases, Assets | $ 1,000,272 | $ 88,905 |
Finance leases, Assets | 249,985 | 1,119,418 |
Total lease assets | 1,250,257 | 1,208,323 |
Operating leases Liabilities, Current | 172,952 | 30,311 |
Finance leases Liabilities, Current | 249,985 | 1,119,418 |
Operating leases Liabilities, Non-current | 827,320 | 58,594 |
Total lease liabilities | $ 1,250,257 | $ 1,208,323 |
Weighted-average remaining term: Operating leases | 4 years 2 months 1 day | 2 years 11 months 15 days |
Weighted-average remaining term: Finance leases | 0 years | 29 days |
Weighted-average discount rate: Operating leases | 13.00% | 13.00% |
Weighted-average discount rate: Finance leases | 4.90% | 5.10% |
Finance and Operating Lease O_5
Finance and Operating Lease Obligations - Schedule of Information Related to Lease Expense for Finance and Operating Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Leases [Abstract] | |||
Finance lease expense: Depreciation/amortization of leased assets | [1] | $ 26,349 | $ (11,828) |
Finance lease expense: Interest on lease liabilities | 9,455 | 5,804 | |
Operating leases: Short-term lease expense | [2] | 169,465 | 248,146 |
Total lease expense | $ 205,269 | $ 242,122 | |
[1] | Adjusts depreciation recorded in the prior year. | ||
[2] | Expenses are included in general and administrative expenses in the consolidated statements of operations. |
Finance and Operating Lease O_6
Finance and Operating Lease Obligations - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Financing cash flows for operating leases | $ 137,847 | $ 53,939 |
Operating cash flows for finance leases | 9,455 | |
Financing cash flows for finance leases payments | $ 200,709 | $ 143,931 |
Finance and Operating Lease O_7
Finance and Operating Lease Obligations - Schedule of Future Minimum Rentals Under Right-to-use Operating and Finance Leases (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
January 1, 2021 to December 31, 2021, Right-to-Use Operating Leases | $ 293,829 | |
January 1, 2022 to December 31, 2022, Right-to-Use Operating Leases | 339,538 | |
January 1, 2023 to December 31, 2023, Right-to-Use Operating Leases | 275,176 | |
January 1, 2024 to December 31, 2024, Right-to-Use Operating Leases | 219,463 | |
January 1, 2025 to December 31, 2025, Right-to-Use Operating Leases | 191,809 | |
Thereafter, Right-to-Use Operating Leases | ||
Total, Right-to-Use Operating Leases | 1,319,815 | |
Less interest, Right-to-Use Operating Leases | (319,543) | |
Present value of minimum lease payments, Right-to-Use Operating Leases | 1,000,272 | $ 100,116 |
Less current portion of lease obligations, Right-to-Use Operating Leases | (172,952) | (30,311) |
Lease obligations, net of current portion, Right-to-Use Operating Leases | 827,320 | 58,594 |
January 1, 2021 to December 31, 2021, Finance Leases | 253,776 | |
January 1, 2022 to December 31, 2022, Finance Leases | ||
January 1, 2023 to December 31, 2023, Finance Leases | ||
January 1, 2024 to December 31, 2024, Finance Leases | ||
January 1, 2025 to December 31, 2025, Finance Leases | ||
Thereafter, Finance Leases | ||
Total, Finance Leases | 253,776 | |
Less interest, Finance Leases | (3,791) | |
Present value of minimum lease payments, Finance Leases | 249,985 | |
Less current portion of lease obligations, Finance Leases | (249,985) | $ (1,119,418) |
Lease obligations, net of current portion, Finance Leases |
Derivative Financial Instrume_3
Derivative Financial Instruments and Fair Value (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Derivative liabilities | $ 455,336 | $ 455,336 | $ 350,260 |
Interest expense | 9,500,000 | ||
Deemed dividends | $ 256,400,000 | $ 123,900,000 | |
Derivative Liabilities [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, percentage | 0.09 | 2.4 | |
Derivative Liabilities [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, percentage | 0.13 | 2.6 | |
Derivative Liabilities [Member] | Volatility [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, percentage | 170.3 | 189.5 | |
Derivative Liabilities [Member] | Volatility [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, percentage | 295.2 | 273.1 | |
Derivative Liabilities [Member] | Expected Term [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, weighted average remaining term | 1 month 6 days | 3 months 19 days | |
Derivative Liabilities [Member] | Expected Term [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, weighted average remaining term | 1 year 7 months 24 days | 3 years 2 months 12 days | |
Pre-Modification [Member] | Derivative Liabilities [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, percentage | 2.44 | ||
Pre-Modification [Member] | Derivative Liabilities [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, percentage | 2.46 | ||
Pre-Modification [Member] | Derivative Liabilities [Member] | Volatility [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, percentage | 182.9 | ||
Pre-Modification [Member] | Derivative Liabilities [Member] | Volatility [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, percentage | 204.4 | ||
Pre-Modification [Member] | Derivative Liabilities [Member] | Expected Term [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, weighted average remaining term | 24 years | ||
Pre-Modification [Member] | Derivative Liabilities [Member] | Expected Term [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, weighted average remaining term | 36 years | ||
Post-Modification [Member] | Derivative Liabilities [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, percentage | 2.23 | ||
Post-Modification [Member] | Derivative Liabilities [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, percentage | 2.49 | ||
Post-Modification [Member] | Derivative Liabilities [Member] | Volatility [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, percentage | 198.3 | ||
Post-Modification [Member] | Derivative Liabilities [Member] | Volatility [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, percentage | 259.4 | ||
Post-Modification [Member] | Derivative Liabilities [Member] | Expected Term [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, weighted average remaining term | 48 years | ||
Post-Modification [Member] | Derivative Liabilities [Member] | Expected Term [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, weighted average remaining term | 2 years 10 months 21 days |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ 455,336 | $ 455,336 | $ 350,260 |
Level 1 [Member] | |||
Total | |||
Level 2 [Member] | |||
Total | |||
Level 3 [Member] | |||
Total | 455,336 | 455,336 | |
Embedded Conversion Options [Member] | |||
Total | 455,336 | 455,336 | |
Embedded Conversion Options [Member] | Level 1 [Member] | |||
Total | |||
Embedded Conversion Options [Member] | Level 2 [Member] | |||
Total | |||
Embedded Conversion Options [Member] | Level 3 [Member] | |||
Total | $ 455,336 | $ 455,336 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Fair Value - Schedule of Changes in Liabilities with Level 3 of Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | $ 455,336 | $ 350,260 |
Change in fair value of derivative instrument | 105,076 | |
Ending balance | $ 455,336 | $ 455,336 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details Narrative) - USD ($) | Aug. 31, 2020 | Oct. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value | $ 0.01 | |||
Common Stock [Member] | ||||
Number of shares converted | 313,000 | 940,075 | ||
Series I-1 and Series I-2 Preferred Stock [Member] | ||||
Preferred stock, shares issued | 6,257.62 | |||
Redeemable Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value | $ 0.01 | |||
Series I-1 Convertible Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 4,960 | |||
Preferred stock, par value | $ 1,000 | |||
Proceeds from offering | $ 4,960,000 | |||
Series I-1 Convertible Preferred Stock [Member] | Purchase Agreement [Member] | ||||
Proceeds from offering | $ 4,000,000 | |||
Series I-1 Preferred Stock [Member] | Investor [Member] | ||||
Common stock weighted average market price percentage | 85.00% | |||
Series I-2 Convertible Preferred Stock [Member] | September 2017 Debenture [Member] | ||||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value | $ 1 | $ 1,000 | ||
Common stock weighted average market price percentage | 85.00% | |||
Preferred stock, conversion description | At the holder's option each holder could reduce the principal amount of September Debentures exchanged on any particular closing date, or elect not to exchange any September Debentures at all on a closing date. If a holder chose to exchange less principal amount of September Debentures or none at all, it could carry forward such lesser amount to a future closing date and then exchange more than the originally specified principal amount for that later closing date. For each $0.80 of principal amount of the debenture surrendered to the Company at any closing date, the Company would issue to the holder a share of Series I-2 Preferred Stock with a stated value of $1.00. From December 2, 2017 through March 1, 2018, any exchange under the Exchange Agreements was at the option of the holder. Subsequent to March 2018, any exchange was at the option of the Company. Each share of Series I-2 Preferred Stock was convertible into shares of the Company's common stock at any time at the option of the holder at a conversion price equal to 85% of the lesser of the volume weighted average market price of the common stock on the day prior to conversion or on the day of conversion. | |||
Preferred stock, shares issued | 3,907.67 | |||
Series I-2 Convertible Preferred Stock [Member] | Board of Directors [Member] | September 2017 Debenture [Member] | ||||
Preferred stock, shares authorized | 21,346 | |||
Series I-2 Preferred Stock [Member] | ||||
Number of shares converted | 236.30 | 1,078.63 | ||
Principal and penalties | $ 19,300,000 | |||
Preferred stock, shares outstanding | 30,435.52 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Aug. 31, 2020 | Jun. 30, 2020 | Jun. 16, 2020 | May 05, 2020 | May 04, 2020 | Dec. 23, 2019 | Aug. 31, 2020 | Sep. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 09, 2020 |
Common stock shares authorized | 10,000,000,000 | 10,000,000,000 | |||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock shares authorized | 5,000,000 | ||||||||||
Preferred stock par value | $ 0.01 | ||||||||||
Number of shares issued upon conversion, value | $ 1,001,000 | ||||||||||
Number of common stock issued, value | 2,500 | ||||||||||
Gain on extinguishment of debt | 2,041,038 | ||||||||||
Deemed dividend | $ 256,400,000 | $ 123,900,000 | |||||||||
Debt converted into shares | 38,371,250 | ||||||||||
Common stock shares issued | 39,648,679 | 964,894 | |||||||||
Common stock shares outstanding | 39,648,679 | 964,894 | |||||||||
Weighted average period | 6 years 3 months 29 days | 7 years 3 months 29 days | |||||||||
March 2017 Debentures [Member] | |||||||||||
Number of warrants exercisable into common stock | 4,100,000,000 | ||||||||||
Warrants exercise price | $ 0.0118 | ||||||||||
March 2017 Debentures [Member] | Series A Warrants [Member] | |||||||||||
Number of warrants exercisable into common stock | 1,500,000,000 | ||||||||||
Warrants exercisable term | 5 years | ||||||||||
March 2017 Debentures [Member] | Series B Warrants [Member] | |||||||||||
Number of warrants exercisable into common stock | 974,000,000 | ||||||||||
Warrants exercisable term | 18 months | ||||||||||
March 2017 Debentures [Member] | Series C Warrants [Member] | |||||||||||
Number of warrants exercisable into common stock | 1,600,000,000 | ||||||||||
Warrants exercisable term | 5 years | ||||||||||
September 2017 Debentures [Member] | |||||||||||
Number of warrants exercisable into common stock | 6 | ||||||||||
Warrants exercise price | $ 9,016,133 | ||||||||||
September 2017 Debentures [Member] | Series A Warrants [Member] | |||||||||||
Number of warrants exercisable into common stock | 2 | ||||||||||
Warrants exercisable term | 5 years | ||||||||||
September 2017 Debentures [Member] | Series B Warrants [Member] | |||||||||||
Number of warrants exercisable into common stock | 2 | ||||||||||
Warrants exercisable term | 18 months | ||||||||||
September 2017 Debentures [Member] | Series C Warrants [Member] | |||||||||||
Number of warrants exercisable into common stock | 2 | ||||||||||
Warrants exercisable term | 5 years | ||||||||||
Warrants [Member] | |||||||||||
Number of warrants issued as anti-dilution provision | 4,500,000,000 | 58,200,000 | |||||||||
2007 Equity Plan [Member] | |||||||||||
Stock option expense | $ 51,899 | ||||||||||
Weighted average period | 5 years 4 months 13 days | ||||||||||
Intrinsic value of options exercisable | $ 0 | $ 0 | |||||||||
Exchange Agreement [Member] | |||||||||||
Number of shares issued upon conversion, value | $ 250,000 | ||||||||||
Exchange and Redemption Agreement [Member] | |||||||||||
Gain on extinguishment of debt | $ 2,000,000 | ||||||||||
Series H Preferred Stock [Member] | |||||||||||
Preferred stock shares authorized | 14,202 | 14,202 | |||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | |||||||||
Preferred stock shares outstanding | 10 | 10 | |||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||
Series F Convertible Preferred Stock [Member] | |||||||||||
Preferred stock shares outstanding | 1,750,000 | ||||||||||
Series F Convertible Preferred Stock [Member] | Genomas, Inc [Member] | |||||||||||
Number of common shares issued | 1,750,000 | ||||||||||
Number of common stock issued, value | $ 174,097 | ||||||||||
Series L Convertible Preferred Stock [Member] | |||||||||||
Preferred stock shares outstanding | 250,000 | ||||||||||
Series M Preferred Stock [Member] | |||||||||||
Preferred stock shares authorized | 30,000 | 30,000 | 30,000 | ||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 1,000 | ||||||||
Preferred stock shares outstanding | 22,000 | 0 | |||||||||
Debt and accrued interest | $ 22,000,000 | ||||||||||
Debt description | Regardless of the number of shares of Series M Preferred Stock outstanding and so long as at least one share of Series M Preferred Stock is outstanding, the outstanding shares of Series M Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent. Each outstanding share of the Series M Preferred Stock shall represent its proportionate share of the 51% allocated to the outstanding shares of Series M Preferred Stock in the aggregate. | ||||||||||
Conversion rate | 90.00% | ||||||||||
Dividend rate | 10.00% | ||||||||||
Series M Preferred Stock [Member] | Mr. Diamantis [Member] | |||||||||||
Preferred stock, stated value | $ 0.01 | ||||||||||
Gain on extinguishment of debt | $ 18,800,000 | ||||||||||
Exchange of shares | 22,000 | ||||||||||
Deemed dividend | 3,200,000 | ||||||||||
Debt and accrued interest | $ 18,800,000 | ||||||||||
Series N Preferred Stock [Member] | |||||||||||
Preferred stock shares authorized | 50,000 | 50,000 | 50,000 | 50,000 | |||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 0.01 | $ 0.01 | |||||||
Preferred stock shares outstanding | 29,434 | 0 | |||||||||
Dividend rate | 10.00% | ||||||||||
Debt conversion description | The conversion price is equal to 90% of the lowest VWAP during the 10 trading days immediately prior to the conversion date. Holders of the Series N Preferred Stock are prohibited from converting Series N Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% (or, upon election of the holder, 9.99%) of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after notice to the Company. | ||||||||||
Debt converted into shares | 1,001 | ||||||||||
Series N Preferred Stock [Member] | Exchange and Redemption Agreement [Member] | |||||||||||
Number of common stock issued, value | $ 24,200,000 | ||||||||||
Series G Preferred Stock [Member] | |||||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||
Series G Preferred Stock [Member] | |||||||||||
Weighted average common stock price percentage | 85.00% | ||||||||||
Number of shares issued upon conversion, value | $ 100 | ||||||||||
Series H Preferred Stock [Member] | |||||||||||
Weighted average common stock price percentage | 85.00% | ||||||||||
Series K Preferred Stock [Member] | |||||||||||
Preferred stock shares authorized | 250,000 | 250,000 | |||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | |||||||||
Preferred stock shares outstanding | 0 | 250,000 | |||||||||
Series K Preferred Stock [Member] | Exchange Agreement [Member] | Alcimede LLC [Member] | |||||||||||
Number of shares issued upon conversion, value | $ 250,000 | $ 250,000 | |||||||||
Cumulative dividends percentage | 8.00% | ||||||||||
Series J Preferred Stock [Member] | Exchange Agreement [Member] | Alcimede LLC [Member] | |||||||||||
Number of shares issued upon conversion, value | $ 250,000 | ||||||||||
Series L Preferred Stock [Member] | |||||||||||
Preferred stock shares authorized | 250,000 | 250,000 | |||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | |||||||||
Preferred stock shares outstanding | 250,000 | 0 | |||||||||
Series L Preferred Stock [Member] | Exchange Agreement [Member] | Alcimede LLC [Member] | |||||||||||
Number of shares issued upon conversion, value | $ 250,000 | ||||||||||
Series I-1 and Series I-2 Preferred Stock [Member] | Exchange and Redemption Agreement [Member] | |||||||||||
Preferred stock shares authorized | 30,435.52 | 30,435.52 | |||||||||
Number of common stock issued, value | $ 6,257,616 | ||||||||||
Deemed dividend | $ 3,700,000 | ||||||||||
Series I-2 Preferred Stock [Member] | |||||||||||
Preferred stock shares outstanding | 30,435.52 | 30,435.52 | |||||||||
Number of common shares issued | 313,000 | 940,075 | |||||||||
Debt converted into shares | 38,371,250 | ||||||||||
Number of shares converted | 236.30 | 1,078.63 | |||||||||
Number of shares issued for exercise of warrants | 11,962 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Preferred Stock Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance | $ (76,519,721) | $ (39,167,864) |
Exchange of Series K Preferred Stock for Series L Preferred Stock | (2,500) | |
Issuance of Series L Preferred Stock | 2,500 | |
Conversion of Series N Preferred Stock into common stock | 277,994 | 1,268,972 |
Balance | (49,017,752) | (76,519,721) |
Preferred Stock [Member] | ||
Balance | $ 20,000 | $ 20,002 |
Balance, shares | 2,000,010 | 2,000,225 |
Exchange of Series K Preferred Stock for Series L Preferred Stock | $ (2,500) | |
Exchange of Series K Preferred Stock for Series L Preferred Stock, shares | (250,000) | |
Issuance of Series L Preferred Stock | $ 2,500 | |
Issuance of Series L Preferred Stock, shares | 250,000 | |
Issuance of Series M Preferred stock | $ 220 | |
Issuance of Series M Preferred stock, shares | 22,000 | |
Issuance of Series N Preferred stock | $ 304 | |
Issuance of Series N Preferred stock, shares | 30,435 | |
Conversion of Series N Preferred Stock into common stock | ||
Conversion of Series N Preferred Stock into common stock, shares | ||
Redemption of Series G Preferred Stock | $ (2) | |
Redemption of Series G Preferred Stock, shares | (215) | |
Exchange of Series J Preferred Stock for Series K Preferred Stock | $ (2,500) | |
Exchange of Series J Preferred Stock for Series K Preferred Stock, shares | (250,000) | |
Issuance of Series K Preferred stock | $ 2,500 | |
Issuance of Series K Preferred stock, shares | 250,000 | |
Balance | $ 20,514 | $ 20,000 |
Balance, shares | 2,051,444 | 2,000,010 |
Series H Preferred Stock [Member] | ||
Balance | ||
Balance, shares | 10 | 10 |
Exchange of Series K Preferred Stock for Series L Preferred Stock | ||
Exchange of Series K Preferred Stock for Series L Preferred Stock, shares | ||
Issuance of Series L Preferred Stock | ||
Issuance of Series L Preferred Stock, shares | ||
Issuance of Series M Preferred stock | ||
Issuance of Series M Preferred stock, shares | ||
Issuance of Series N Preferred stock | ||
Issuance of Series N Preferred stock, shares | ||
Conversion of Series N Preferred Stock into common stock | ||
Conversion of Series N Preferred Stock into common stock, shares | ||
Redemption of Series G Preferred Stock | ||
Redemption of Series G Preferred Stock, shares | ||
Exchange of Series J Preferred Stock for Series K Preferred Stock | ||
Exchange of Series J Preferred Stock for Series K Preferred Stock, shares | ||
Issuance of Series K Preferred stock | ||
Issuance of Series K Preferred stock, shares | ||
Balance | ||
Balance, shares | 10 | 10 |
Series F Preferred Stock [Member] | ||
Balance | $ 17,500 | $ 17,500 |
Balance, shares | 1,750,000 | 1,750,000 |
Exchange of Series K Preferred Stock for Series L Preferred Stock | ||
Exchange of Series K Preferred Stock for Series L Preferred Stock, shares | ||
Issuance of Series L Preferred Stock | ||
Issuance of Series L Preferred Stock, shares | ||
Issuance of Series M Preferred stock | ||
Issuance of Series M Preferred stock, shares | ||
Issuance of Series N Preferred stock | ||
Issuance of Series N Preferred stock, shares | ||
Conversion of Series N Preferred Stock into common stock | ||
Conversion of Series N Preferred Stock into common stock, shares | ||
Redemption of Series G Preferred Stock | ||
Redemption of Series G Preferred Stock, shares | ||
Exchange of Series J Preferred Stock for Series K Preferred Stock | ||
Exchange of Series J Preferred Stock for Series K Preferred Stock, shares | ||
Issuance of Series K Preferred stock | ||
Issuance of Series K Preferred stock, shares | ||
Balance | $ 17,500 | $ 17,500 |
Balance, shares | 1,750,000 | 1,750,000 |
Series K Preferred Stock [Member] | ||
Balance | $ 2,500 | |
Balance, shares | 250,000 | |
Exchange of Series K Preferred Stock for Series L Preferred Stock | $ (2,500) | |
Exchange of Series K Preferred Stock for Series L Preferred Stock, shares | (250,000) | |
Issuance of Series L Preferred Stock | ||
Issuance of Series L Preferred Stock, shares | ||
Issuance of Series M Preferred stock | ||
Issuance of Series M Preferred stock, shares | ||
Issuance of Series N Preferred stock | ||
Issuance of Series N Preferred stock, shares | ||
Conversion of Series N Preferred Stock into common stock | ||
Conversion of Series N Preferred Stock into common stock, shares | ||
Redemption of Series G Preferred Stock | ||
Redemption of Series G Preferred Stock, shares | ||
Exchange of Series J Preferred Stock for Series K Preferred Stock | ||
Exchange of Series J Preferred Stock for Series K Preferred Stock, shares | ||
Issuance of Series K Preferred stock | $ 2,500 | |
Issuance of Series K Preferred stock, shares | 250,000 | |
Balance | $ 2,500 | |
Balance, shares | 250,000 | |
Series L Preferred Stock [Member] | ||
Balance | ||
Balance, shares | ||
Exchange of Series K Preferred Stock for Series L Preferred Stock | ||
Exchange of Series K Preferred Stock for Series L Preferred Stock, shares | ||
Issuance of Series L Preferred Stock | $ 2,500 | |
Issuance of Series L Preferred Stock, shares | 250,000 | |
Issuance of Series M Preferred stock | ||
Issuance of Series M Preferred stock, shares | ||
Issuance of Series N Preferred stock | ||
Issuance of Series N Preferred stock, shares | ||
Conversion of Series N Preferred Stock into common stock | ||
Conversion of Series N Preferred Stock into common stock, shares | ||
Balance | $ 2,500 | |
Balance, shares | 250,000 | |
Series M Preferred Stock [Member] | ||
Balance | ||
Balance, shares | ||
Exchange of Series K Preferred Stock for Series L Preferred Stock | ||
Exchange of Series K Preferred Stock for Series L Preferred Stock, shares | ||
Issuance of Series L Preferred Stock | ||
Issuance of Series L Preferred Stock, shares | ||
Issuance of Series M Preferred stock | $ 220 | |
Issuance of Series M Preferred stock, shares | 22,000 | |
Issuance of Series N Preferred stock | ||
Issuance of Series N Preferred stock, shares | ||
Conversion of Series N Preferred Stock into common stock | ||
Conversion of Series N Preferred Stock into common stock, shares | ||
Balance | $ 220 | |
Balance, shares | 22,000 | |
Series N Preferred Stock [Member] | ||
Balance | ||
Balance, shares | ||
Exchange of Series K Preferred Stock for Series L Preferred Stock | ||
Exchange of Series K Preferred Stock for Series L Preferred Stock, shares | ||
Issuance of Series L Preferred Stock | ||
Issuance of Series L Preferred Stock, shares | ||
Issuance of Series M Preferred stock | ||
Issuance of Series M Preferred stock, shares | ||
Issuance of Series N Preferred stock | $ 304 | |
Issuance of Series N Preferred stock, shares | 30,435 | |
Conversion of Series N Preferred Stock into common stock | $ (10) | |
Conversion of Series N Preferred Stock into common stock, shares | (1,001) | |
Balance | $ 295 | |
Balance, shares | 29,434 | |
Series G Preferred Stock [Member] | ||
Balance | $ 0 | $ 2 |
Balance, shares | 0 | 215 |
Redemption of Series G Preferred Stock | $ (2) | |
Redemption of Series G Preferred Stock, shares | (215) | |
Exchange of Series J Preferred Stock for Series K Preferred Stock | ||
Exchange of Series J Preferred Stock for Series K Preferred Stock, shares | ||
Issuance of Series K Preferred stock | ||
Issuance of Series K Preferred stock, shares | ||
Balance | $ 0 | |
Balance, shares | 0 | |
Series J Preferred Stock [Member] | ||
Balance | $ 0 | $ 2,500 |
Balance, shares | 0 | 250,000 |
Redemption of Series G Preferred Stock | ||
Redemption of Series G Preferred Stock, shares | ||
Exchange of Series J Preferred Stock for Series K Preferred Stock | $ (2,500) | |
Exchange of Series J Preferred Stock for Series K Preferred Stock, shares | (250,000) | |
Issuance of Series K Preferred stock | ||
Issuance of Series K Preferred stock, shares | ||
Balance | $ 0 | |
Balance, shares | 0 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Number of Options Outstanding, Beginning balance | 30 | 34 |
Number of Options Outstanding, Granted | ||
Number of Options Outstanding, Expired | ||
Number of Options Outstanding, Forfeited | (4) | (4) |
Number of Options Outstanding, Ending balance | 26 | 30 |
Number of Options Exercisable, Ending balance | 26 | |
Weighted-average exercise price, Outstanding Beginning balance | $ 2,595,929 | $ 2,292,509 |
Weighted-average exercise price, Granted | ||
Weighted-average exercise price, Expired | ||
Weighted-average exercise price, Forfeited | ||
Weighted-average exercise price, Outstanding, Ending balance | 2,992,125 | $ 2,595,929 |
Weighted-average exercise price, Exercisable, Endig balance | $ 2,992,125 | |
Weighted-average contractual term, Beginning | 6 years 3 months 29 days | 7 years 3 months 29 days |
Weighted-average contractual term, Ending | 5 years 4 months 13 days | 6 years 3 months 29 days |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Stock Option Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Options outstanding, Number outstanding | shares | 26 |
Options outstanding, Weighted average remaining contractual life (years) | 5 years 4 months 13 days |
Options outstanding, Weighted average exercise | $ 2,992,125 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 26 |
Options vested and exercisable Weighted average exercise price | $ 2,992,125 |
Options vested and exercisable Aggregate intrinsic value | $ | |
Exercise Price Range One [Member] | |
Options outstanding, Exercise price | $ 10,000,000 |
Options outstanding, Number outstanding | shares | 5 |
Options outstanding, Weighted average remaining contractual life (years) | 5 years 2 months 30 days |
Options outstanding, Weighted average exercise | $ 10,000,000 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 5 |
Options vested and exercisable Weighted average exercise price | $ 10,000,000 |
Options vested and exercisable Aggregate intrinsic value | $ | |
Exercise Price Range Two [Member] | |
Options outstanding, Exercise price | $ 5,000,000 |
Options outstanding, Number outstanding | shares | 5 |
Options outstanding, Weighted average remaining contractual life (years) | 5 years 2 months 30 days |
Options outstanding, Weighted average exercise | $ 5,000,000 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 5 |
Options vested and exercisable Weighted average exercise price | $ 5,000,000 |
Options vested and exercisable Aggregate intrinsic value | $ | |
Exercise Price Range Three [Member] | |
Options outstanding, Exercise price | $ 269,580 |
Options outstanding, Number outstanding | shares | 8 |
Options outstanding, Weighted average remaining contractual life (years) | 5 years 3 months 29 days |
Options outstanding, Weighted average exercise | $ 269,580 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 8 |
Options vested and exercisable Weighted average exercise price | $ 269,580 |
Options vested and exercisable Aggregate intrinsic value | $ | |
Exercise Price Range Four [Member] | |
Options outstanding, Exercise price | $ 80,906 |
Options outstanding, Number outstanding | shares | 8 |
Options outstanding, Weighted average remaining contractual life (years) | 5 years 6 months 14 days |
Options outstanding, Weighted average exercise | $ 80,906 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 8 |
Options vested and exercisable Weighted average exercise price | $ 80,906 |
Options vested and exercisable Aggregate intrinsic value | $ |
Stockholders' Deficit - Sched_3
Stockholders' Deficit - Schedule of Warrants Activity (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of warrants, Outstanding, Beginning balance | 63,452,536 | 5,307,051 |
Number of warrants, Increase during the period as a result of down round provisions | 4,507,712,672 | 58,220,985 |
Number of warrants, Warrants expired | (1) | (75,500) |
Number of warrants, Outstanding, Ending balance | 4,571,165,207 | 63,452,536 |
Weighted average exercise price, Warrants outstanding, Beginning balance | $ 1.44 | $ 17.26 |
Weighted average exercise price, Warrants Increase during the period as a result of down round provisions | ||
Weighted average exercise price, Warrants expired | (3,150) | (3.36) |
Weighted average exercise price, Warrants outstanding, Ending balance | $ 0.02 | $ 1.44 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets valuation allowance | $ 27,961,621 | $ 22,093,488 |
Net operating loss carryforwards | $ 98,400,000 | |
State net operating loss carryforwards expiration description | begin to expire in 2031. | |
Income tax refunds | $ 500,000 | |
Income tax description | greater than 50 percent likelihood | |
Federal [Member] | ||
Income tax refunds | $ 1,100,000 | |
Other Net Operating Losses [Member] | ||
Income tax refunds | 300,000 | |
2015 Federal Tax Return [Member] | ||
Income tax refunds | $ 600,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Expense) Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current, Federal | $ 1,373,348 | |
Current, State | (65,168) | |
Total, Current | 1,308,180 | |
Deferred, Federal | ||
Deferred, State | ||
Total, Deferred | ||
Income taxe expenses | $ 1,308,180 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
Permanent and other items | (1.99%) | (10.67%) |
Federal income taxes audit and other adjustments | 2.48% | (0.03%) |
Change in valuation allowance | (14.59%) | (10.30%) |
Effective income tax rate | 6.90% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Amortization | $ 586,174 | $ 868,974 |
Net operating loss carryforward | 20,671,683 | 16,053,316 |
Allowance for doubtful accounts | 403,991 | 1,559,750 |
Charitable contributions | 624 | 623 |
Stock options | 971,860 | 970,496 |
Accrued liabilities | 312,419 | 467,086 |
HHS Provider Relief Funds | 1,175,790 | |
R&D credit carryforward | 220,431 | |
Business interest expense | 0 | 2,323,330 |
Deferred state tax asset | 5,117,347 | 1,428,268 |
Total deferred income tax assets | 29,460,319 | 23,671,843 |
Depreciation | (1,498,698) | (1,578,355) |
Total deferred income tax liabilities | (1,498,698) | (1,578,355) |
Deferred tax asset, net | 27,961,621 | 22,093,488 |
Less: valuation allowance | (27,961,621) | (22,093,488) |
Net deferred tax assets |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Feb. 08, 2017 | Jan. 24, 2017 | Feb. 28, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | Jul. 31, 2019 | May 31, 2019 | Feb. 29, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2020 | Dec. 07, 2016 | Nov. 30, 2016 | Sep. 27, 2016 | Jun. 30, 2016 |
Income tax liability | $ 1,000,000 | ||||||||||||||||||
Income tax receivable | $ 900,000 | ||||||||||||||||||
Gain on extinguishment of debt | $ 2,041,038 | ||||||||||||||||||
Accrued interest | 6,000,000 | 2,100,000 | |||||||||||||||||
Payment for notes payable | 1,590,250 | 5,005,795 | |||||||||||||||||
Holders of Tegal Notes [Member] | |||||||||||||||||||
Equipment lease outstanding balance | $ 341,612 | ||||||||||||||||||
Accrued interest | $ 43,000 | ||||||||||||||||||
Payment for notes payable | 44,544 | ||||||||||||||||||
Mr. Diamantis [Member] | |||||||||||||||||||
Accrued interest | 200,000 | $ 1,900,000 | |||||||||||||||||
Payment in settlement of judgment | $ 2,158,168 | $ 1,900,000 | |||||||||||||||||
Penality Interest rate | 20.00% | ||||||||||||||||||
Mr. Diamantis [Member] | Promissory Note [Member] | |||||||||||||||||||
Due to related party | $ 2,000,000 | ||||||||||||||||||
Florida Department of Revenue [Member] | |||||||||||||||||||
Income tax penalties and interest accrued | $ 900,000 | ||||||||||||||||||
Due to related party | $ 400,000 | ||||||||||||||||||
TCS-Florida, L.P [Member] | |||||||||||||||||||
Payments for settlement | $ 100,000 | ||||||||||||||||||
Gain on extinguishment of debt | 900,000 | ||||||||||||||||||
DeLage Landen Financial Services, Inc. [Member] | |||||||||||||||||||
Litigation settlement in judgment | $ 1,000,000 | ||||||||||||||||||
Implicit interest rate | 4.97% | ||||||||||||||||||
Equipment lease outstanding balance | 200,000 | ||||||||||||||||||
Medytox Solutions, Inc [Member] | |||||||||||||||||||
Discharge of payment | 2,030,000 | ||||||||||||||||||
Amount awarded to other party in judgement | $ 413,000 | ||||||||||||||||||
Payment in settlement of judgment | $ 300,000 | ||||||||||||||||||
Medytox Solutions, Inc [Member] | Internal Revenue Service (IRS) [Member] | |||||||||||||||||||
Income tax penalties and interest paid | $ 6,000,000 | ||||||||||||||||||
Settlement payable | $ 100,000 | ||||||||||||||||||
EPIC Reference Laboratories, Inc. [Member] | |||||||||||||||||||
Settlement payable | 110,000 | ||||||||||||||||||
Litigation settlement in judgment | $ 155,000 | ||||||||||||||||||
Beckman Coulter, Inc [Member] | |||||||||||||||||||
Discharge of payment | $ 124,000 | ||||||||||||||||||
Payment in settlement of judgment | $ 35,000 | ||||||||||||||||||
Shared Medical Services, Inc [Member] | Subsequent Event [Member] | |||||||||||||||||||
Damages claim amount | $ 90,000 | ||||||||||||||||||
Damages charges | $ 100,000 | ||||||||||||||||||
CHSPCS [Member] | |||||||||||||||||||
Payment in settlement of judgment | $ 130,000 | ||||||||||||||||||
Judgement against amount | $ 592,650 | ||||||||||||||||||
Morrison Management Specialists, Inc [Member] | |||||||||||||||||||
Judgement against amount | $ 194,455 | ||||||||||||||||||
Newstat, PLLC [Member] | |||||||||||||||||||
Judgement against amount | $ 190,600 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operation of Balance Sheet and Operation Statement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash | $ 31,430 | $ 17,767 | |
Accounts receivable, net | 151,363 | 482,472 | |
Prepaid expenses and other current assets | 1,717 | 5,150 | |
Current assets classified as held for sale | 184,510 | 505,389 | |
Property and equipment, net | 685 | 3,354 | |
Deposits | 100,014 | 106,043 | |
Right of use assets | 100,116 | 185,842 | |
Non-current assets classified as held for sale | 200,815 | 295,239 | |
Accounts payable | 1,911,378 | 2,041,628 | |
Accrued expenses | 1,642,950 | 1,714,789 | |
Current portion of right-of-use operating lease obligations | 91,166 | 85,726 | |
Current portion of notes payable | 168,751 | 256,274 | |
Current liabilities classified as held for sale | 3,814,245 | 4,098,417 | |
Note payable | 1,196,256 | ||
Right-of-use operating lease liability | 1,000,272 | 100,116 | |
Liabilities classified as held for sale | 78,217 | 100,116 | |
Revenue from services | 529,066 | 1,095,048 | |
Cost of services | 5,536 | 236,187 | |
Gross profit | 523,530 | 858,861 | |
Operating expenses | 1,184,226 | 104,615 | |
Other expense, net | 35,371 | 31,374 | |
Provision for income taxes | |||
Loss from discontinued operations | (696,067) | (1,450,869) | |
Advanced Molecular Services Group and Health Technology Solutions, Inc [Member] | |||
Cash | 31,294 | 16,667 | |
Accounts receivable, net | 151,363 | 482,472 | |
Prepaid expenses and other current assets | 1,717 | 5,150 | |
Current assets classified as held for sale | 184,374 | 504,289 | |
Property and equipment, net | 685 | 3,354 | |
Deposits | 6,029 | ||
Right of use assets | |||
Non-current assets classified as held for sale | 685 | 9,383 | |
Accounts payable | 726,220 | 805,652 | |
Accrued expenses | 1,308,283 | 1,350,106 | |
Current portion of right-of-use operating lease obligations | |||
Current portion of notes payable | 168,751 | 256,274 | |
Current liabilities classified as held for sale | 2,203,254 | 2,412,032 | |
Note payable | 69,267 | ||
Right-of-use operating lease liability | |||
Liabilities classified as held for sale | 69,267 | ||
Revenue from services | [1] | 528,624 | 1,109,135 |
Cost of services | 5,536 | 150,205 | |
Gross profit | 523,088 | 958,930 | |
Operating expenses | 1,045,410 | 1,615,477 | |
Other expense, net | 84,129 | 62,771 | |
Provision for income taxes | |||
Loss from discontinued operations | (606,451) | (719,318) | |
EPIC Reference Labs, Inc. [Member] | |||
Cash | 136 | 1,100 | |
Accounts receivable, net | |||
Prepaid expenses and other current assets | |||
Current assets classified as held for sale | 136 | 1,100 | |
Property and equipment, net | |||
Deposits | 100,014 | 100,014 | |
Right of use assets | 100,116 | 185,842 | |
Non-current assets classified as held for sale | 200,130 | 285,856 | |
Accounts payable | 1,185,158 | 1,235,976 | |
Accrued expenses | 334,667 | 364,683 | |
Current portion of right-of-use operating lease obligations | 91,166 | 85,726 | |
Current portion of notes payable | |||
Current liabilities classified as held for sale | 1,198,614 | 1,686,385 | |
Note payable | |||
Right-of-use operating lease liability | 8,950 | 100,116 | |
Liabilities classified as held for sale | 8,950 | 100,116 | |
Revenue from services | [2] | 442 | (14,087) |
Cost of services | 85,982 | ||
Gross profit | 442 | (100,069) | |
Operating expenses | 138,816 | 453,280 | |
Other expense, net | (48,758) | 41,844 | |
Provision for income taxes | |||
Loss from discontinued operations | $ (89,616) | $ (731,551) | |
[1] | Revenue from services, includes related party revenue of $___ million and $0.4 million, respectively. | ||
[2] | The Company recorded bad debts in excess of gross revenues in the three months ended September 30, 2019. |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Discontinued Operation of Balance Sheet and Operation Statement (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Advanced Molecular Services Group and Health Technology Solutions, Inc [Member] | ||
Revenue related party | $ 400,000 |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for interest | $ 64,454 | |
Cash paid for income taxes | 45,000 | |
Series I-2 Preferred Stock converted into common stock | 277,994 | 1,268,972 |
Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest | 22,000,000 | |
Loans and accrued interest exchanged for Series M Preferred Stock | 18,849,632 | |
Issuance of Series N Preferred Stock in exchange for debentures, accrued interest and Series I-1 and Series I-2 Preferred Stock | 30,435,519 | |
Debentures, accrued interest and Series I-1 and Series I-2 Preferred Stock exchanged for Series N Preferred Stock | 19,342,322 | |
Series N Preferred Stock converted into common stock | 1,001,000 | |
Deemed dividends from exchanges of debt for preferred stock | 6,871,086 | |
Deemed dividends from down-round provisions of warrants and debentures | 256,383,632 | 123,861,587 |
Common stock issued in cashless exercise of warrants | 11,962 | |
Exchange of Series K Preferred Stock for Series L Preferred Stock | (2,500) | |
Issuance of Series L Preferred Stock | 2,500 | |
Original issue discounts on debt | 122,885 | 400,000 |
Acquisition of Jellico Community Hospital and CarePlus Center [Member] | ||
Inventory | 317,427 | |
Property and equipment | 500,000 | |
Intangible assets | 250,000 | |
Accrued expenses | $ 158,890 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 09, 2021 | Feb. 25, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 |
Conversions of common stock, Value | $ 277,994 | $ 1,268,972 | ||||
Assets Impairment | $ 250,000 | |||||
Promissory note interest rate, percent | 18.00% | |||||
Subsequent Event [Member] | February 25 Notes [Member] | ||||||
Warrant prepayment promissory notes | $ 550,000 | |||||
Proceeds from warrants exercise | $ 500,000 | |||||
Promissory note interest rate, percent | 18.00% | |||||
Subsequent Event [Member] | April 9 Notes [Member] | ||||||
Warrant prepayment promissory notes | $ 165,000 | |||||
Proceeds from warrants exercise | $ 150,000 | |||||
Promissory note interest rate, percent | 18.00% | |||||
Series N Convertible Redeemable Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Number of shares issued for conversion | 435,082,000 | |||||
Conversions of common stock, shares | 4,177.52 | |||||
Conversions of common stock, Value | $ 4,200,000 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Dilutive Effect of Various Potential Common Shares (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total dilutive potential common shares, including outstanding common stock | 8,904,499,301 | 74,428,281 | |
Subsequent Event [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 25,946,535,276 | ||
Common Shares Outstanding [Member] | Subsequent Event [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 474,730,679 | ||
Stock Options [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 30 | ||
Stock Options [Member] | Subsequent Event [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 26 | ||
Warrants [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 4,571,165,207 | 63,452,536 | |
Warrants [Member] | Subsequent Event [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 13,830,704,953 | ||
Convertible Debt [Member] | Subsequent Event [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 770,000,000 | ||
Convertible Preferred Stock [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 4,006,169,661 | 7,912,237 | |
Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||
Total dilutive potential common shares, including outstanding common stock | 10,870,999,619 |