Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35141 | |
Entity Registrant Name | RENNOVA HEALTH, INC. | |
Entity Central Index Key | 0000931059 | |
Entity Tax Identification Number | 68-0370244 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 400 S. Australian Avenue | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | (561) | |
Local Phone Number | 855-1626 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,491,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 331,491 | $ 25,353 |
Accounts receivable, net | 998,759 | 499,454 |
Receivable from related party | 158,118 | |
Inventory | 280,762 | 445,415 |
Prepaid expenses and other current assets | 151,938 | 148,522 |
Income tax refunds receivable | 1,139,226 | 1,420,251 |
Current assets of discontinued operations | 184,510 | |
Total current assets | 3,060,294 | 2,723,505 |
Property and equipment, net | 7,060,539 | 7,814,435 |
Intangibles, net | 259,443 | 259,443 |
Investments | 9,016,072 | |
Deposits | 221,063 | 263,621 |
Right-of-use assets | 877,412 | 1,000,272 |
Non-current assets of discontinued operations | 5,014 | 200,815 |
Total assets | 20,499,837 | 12,262,091 |
Current liabilities: | ||
Accounts payable (includes related party amounts of $0.5 million and $0.3 million, respectively) | 13,960,059 | 14,251,851 |
Checks issued in excess of bank account balance | 79,518 | 84,760 |
Accrued expenses (includes related party amounts of $0.3 million and $0.2 million, respectively) | 17,442,164 | 19,135,569 |
Income taxes payable | 1,157,812 | 1,438,837 |
Current portion of notes payable | 7,051,278 | 4,786,976 |
Current portion of note payable, related party | 2,627,000 | 2,097,000 |
Current portion of finance lease obligations | 220,461 | 249,985 |
Current portion of debentures | 12,690,539 | 12,690,539 |
Current portion of right-of-use operating lease obligations | 237,026 | 172,952 |
Derivative liabilities | 455,336 | 455,336 |
Current liabilities of discontinued operations | 1,447,967 | 3,814,245 |
Total current liabilities | 57,369,160 | 59,178,050 |
Other liabilities: | ||
Notes payable, net of current portion | 1,196,256 | |
Right-of-use operating lease obligations, net of current portion | 640,386 | 827,320 |
Non-current liabilities of discontinued operations | 78,217 | |
Total liabilities | 58,009,546 | 61,279,843 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 10,000,000,000 shares authorized, 4,777,350,000 and 39,648 shares issued and outstanding, respectively | 477,735 | 4 |
Additional paid-in-capital | 1,233,162,879 | 819,498,236 |
Accumulated deficit | (1,271,170,696) | (868,536,506) |
Total stockholders’ deficit | (37,509,709) | (49,017,752) |
Total liabilities and stockholders’ deficit | 20,499,837 | 12,262,091 |
Series H Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series O preferred stock, $0.01 par value, 10,000 shares authorized, 5,500 and 0 shares issued and outstanding, respectively | ||
Series F Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series O preferred stock, $0.01 par value, 10,000 shares authorized, 5,500 and 0 shares issued and outstanding, respectively | 17,500 | 17,500 |
Series L Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series O preferred stock, $0.01 par value, 10,000 shares authorized, 5,500 and 0 shares issued and outstanding, respectively | 2,500 | 2,500 |
Series M Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series O preferred stock, $0.01 par value, 10,000 shares authorized, 5,500 and 0 shares issued and outstanding, respectively | 208 | 220 |
Series N Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series O preferred stock, $0.01 par value, 10,000 shares authorized, 5,500 and 0 shares issued and outstanding, respectively | 110 | 294 |
Series O Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series O preferred stock, $0.01 par value, 10,000 shares authorized, 5,500 and 0 shares issued and outstanding, respectively | $ 55 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts payable, related parties, current | $ 0.5 | $ 0.3 |
Accrued expenses related parties | $ 0.3 | $ 0.2 |
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 | 4,777,350,000 | 39,648 |
Common stock shares outstanding | 4,777,350,000 | 39,648 |
Series H Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | |
Preferred stock shares authorized | 14,202 | |
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 outstanding | 1,750,000 | 1,750,000 |
Preferred stock shares issued | 1,750,000 | 1,750,000 |
Series L Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 250,000 | 250,000 |
Preferred stock shares outstanding | 250,000 | 250,000 |
Preferred stock shares issued | 250,000 | 250,000 |
Series M Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 30,000 | 30,000 |
Preferred stock shares outstanding | 20,810 | 22,000 |
Preferred stock shares issued | 20,810 | 22,000 |
Series N Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 50,000 | 50,000 |
Preferred stock shares outstanding | 11,084 | 29,434 |
Preferred stock shares issued | 11,084 | 29,434 |
Series O Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 10,000 | 10,000 |
Preferred stock shares outstanding | 5,500 | 0 |
Preferred stock shares issued | 5,500 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenues | $ 1,010,245 | $ 1,950,698 | $ 1,288,402 | $ 5,860,807 |
Operating expenses: | ||||
Direct costs of revenues | 1,207,749 | 2,805,829 | 4,074,149 | 8,151,478 |
General and administrative expenses | 2,019,086 | 3,274,508 | 6,915,453 | 8,593,756 |
Depreciation and amortization | 135,065 | 53,579 | 513,929 | 399,377 |
Total operating expenses | 3,361,900 | 6,133,916 | 11,503,531 | 17,144,611 |
Loss from continuing operations before other income (expense) and income taxes | (2,351,655) | (4,183,218) | (10,215,129) | (11,283,804) |
Other income (expense): | ||||
Other income (expense), net | (346,197) | 169,101 | 4,140,049 | 6,907,670 |
Gain from extinguishment of debt | 1,027,000 | 389,864 | 1,027,000 | 389,864 |
Gain (loss) from legal settlements | 3,157,203 | (23,652) | 3,179,393 | 1,096,613 |
Interest expense | (700,786) | (2,377,980) | (2,503,173) | (7,926,750) |
Total other income (expense), net | 3,137,220 | (1,842,667) | 5,843,269 | 467,397 |
Net income (loss) from continuing operations before income taxes | 785,565 | (6,025,885) | (4,371,860) | (10,816,407) |
Benefit from income taxes | (1,118,485) | |||
Net income (loss) from continuing operations | 785,565 | (6,025,885) | (4,371,860) | (9,697,922) |
Loss from discontinued operations | (31,388) | (166,180) | (423,791) | (164,293) |
Gain on sale | 576,787 | 11,303,939 | ||
Total income (loss) from discontinued operations | 545,399 | (166,180) | 10,880,148 | (164,293) |
Net income (loss) | 1,330,964 | (6,192,065) | 6,508,288 | (9,862,215) |
Deemed dividends | (259,530,999) | (63,544,950) | (409,142,478) | (66,695,318) |
Net loss available to common stockholders | $ (258,200,035) | $ (69,737,015) | $ (402,634,190) | $ (76,557,533) |
Net loss per share of common stock available to common stockholders- basic and diluted: | ||||
Continuing operations | $ (0.59) | $ (54,182.89) | $ (2.75) | $ (70,343.68) |
Discontinued operations | 0 | (129.42) | 0.07 | (151.28) |
Total basic and diluted | $ (0.59) | $ (54,312.31) | $ (2.68) | $ (70,494.96) |
Weighted average number of shares of common stock outstanding during the period: | ||||
Basic and diluted | 438,998,913 | 1,284 | 150,459,817 | 1,086 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 20,000 | $ 510,402,293 | $ (586,942,014) | $ (76,519,721) | |
Beginning balance, shares at Dec. 31, 2019 | 2,000,010 | 965 | |||
Conversions of Series I-2 Preferred Stock into common stock | 25,000 | 25,000 | |||
Conversion of Series I-2 Preferred stock into common stock, shares | 25 | ||||
Net income (loss) | (5,791,778) | (5,791,778) | |||
Ending balance, value at Mar. 31, 2020 | $ 20,000 | 510,427,293 | (592,733,792) | (82,286,499) | |
Ending balance, shares at Mar. 31, 2020 | 2,000,010 | 990 | |||
Beginning balance, value at Dec. 31, 2019 | $ 20,000 | 510,402,293 | (586,942,014) | (76,519,721) | |
Beginning balance, shares at Dec. 31, 2019 | 2,000,010 | 965 | |||
Net income (loss) | (9,862,215) | ||||
Ending balance, value at Sep. 30, 2020 | $ 20,523 | 622,938,831 | (663,499,547) | (40,540,193) | |
Ending balance, shares at Sep. 30, 2020 | 2,052,314 | 1,867 | |||
Beginning balance, value at Mar. 31, 2020 | $ 20,000 | 510,427,293 | (592,733,792) | (82,286,499) | |
Beginning balance, shares at Mar. 31, 2020 | 2,000,010 | 990 | |||
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) | |||
Net income (loss) | 2,121,628 | 2,121,628 | |||
Ending balance, value at Jun. 30, 2020 | $ 20,220 | 532,427,073 | (593,762,532) | (61,315,239) | |
Ending balance, shares at Jun. 30, 2020 | 2,022,010 | 990 | |||
Conversions of Series N Preferred Stock into common stock | $ (1) | 1 | |||
Conversion of Series N Preferred Stock into common stock, shares | (131) | 589 | |||
Payment of cash in lieu of fractional shares | (684) | (684) | |||
Deemed dividends from issuance of Series N Preferred Stock | (3,720,718) | (3,720,718) | |||
Deemed dividends from trigger of down round provision features | 59,824,232 | (59,824,232) | |||
Conversions of Series I-2 Preferred Stock into common stock | 252,964 | 252,994 | |||
Conversion of Series I-2 Preferred stock into common stock, shares | 288 | ||||
Issuance of Series N Preferred Stock | $ 304 | 30,435,215 | 30,435,519 | ||
Issuance of Series N Preferred Stock, shares | 30,435 | ||||
Net income (loss) | (6,192,065) | (6,192,065) | |||
Ending balance, value at Sep. 30, 2020 | $ 20,523 | 622,938,831 | (663,499,547) | (40,540,193) | |
Ending balance, shares at Sep. 30, 2020 | 2,052,314 | 1,867 | |||
Beginning balance, value at Dec. 31, 2020 | $ 20,514 | $ 4 | 819,498,236 | (868,536,506) | (49,017,752) |
Beginning balance, shares at Dec. 31, 2020 | 2,051,444 | 39,648 | |||
Conversions of Series N Preferred Stock into common stock | $ (42) | $ 44 | (2) | ||
Conversion of Series N Preferred Stock into common stock, shares | (4,177) | 435,082 | |||
Deemed dividends | 50,358,149 | (50,358,149) | |||
Net income (loss) | (3,893,994) | (3,893,994) | |||
Ending balance, value at Mar. 31, 2021 | $ 20,472 | $ 48 | 869,856,383 | (922,788,649) | (52,911,746) |
Ending balance, shares at Mar. 31, 2021 | 2,047,267 | 474,730 | |||
Beginning balance, value at Dec. 31, 2020 | $ 20,514 | $ 4 | 819,498,236 | (868,536,506) | (49,017,752) |
Beginning balance, shares at Dec. 31, 2020 | 2,051,444 | 39,648 | |||
Net income (loss) | 6,508,288 | ||||
Ending balance, value at Sep. 30, 2021 | $ 20,374 | $ 477,735 | 1,233,162,879 | (1,271,170,696) | (37,509,709) |
Ending balance, shares at Sep. 30, 2021 | 2,037,404 | 4,777,350,000 | |||
Beginning balance, value at Mar. 31, 2021 | $ 20,472 | $ 48 | 869,856,383 | (922,788,649) | (52,911,746) |
Beginning balance, shares at Mar. 31, 2021 | 2,047,267 | 474,730 | |||
Exchange of Series M Preferred Stock into common stock | $ (6) | $ 45 | (39) | ||
Conversion of Series M Preferred Stock into common stock, shares | (620) | 450,000 | |||
Conversions of Series N Preferred Stock into common stock | $ (89) | $ 907 | (818) | ||
Conversion of Series N Preferred Stock into common stock, shares | (8,888) | 9,075,270 | |||
Issuance of Series O Preferred Stock | $ 28 | 2,499,972 | 2,500,000 | ||
Issuance of Series O Preferred stock, shares | 2,750 | ||||
Deemed dividends from trigger of down round provision features | 99,253,330 | (99,253,330) | |||
Net income (loss) | 9,071,318 | 9,071,318 | |||
Ending balance, value at Jun. 30, 2021 | $ 20,405 | $ 1,000 | 971,608,828 | (1,012,970,661) | (41,340,429) |
Ending balance, shares at Jun. 30, 2021 | 2,040,509 | 10,000,000 | |||
Exchange of Series M Preferred Stock into common stock | $ (6) | $ 9,500 | (9,494) | ||
Conversion of Series M Preferred Stock into common stock, shares | (570) | 95,000,000 | |||
Conversions of Series N Preferred Stock into common stock | $ (53) | $ 467,235 | (467,182) | ||
Conversion of Series N Preferred Stock into common stock, shares | (5,285) | 4,672,350,000 | |||
Issuance of Series O Preferred Stock | $ 28 | 2,499,972 | 2,500,000 | ||
Issuance of Series O Preferred stock, shares | 2,750 | ||||
Payment of cash in lieu of fractional shares | (244) | (244) | |||
Deemed dividends from issuance of warrants under exchange agreement | 341,525 | (341,525) | |||
Deemed dividends from extension of warrants | 291,592 | (291,592) | |||
Deemed dividends from trigger of down round provision features | 258,897,882 | (258,897,882) | |||
Issuance of Series L Preferred Stock, shares | 950 | ||||
Net income (loss) | 1,330,964 | $ 1,330,964 | |||
Ending balance, value at Sep. 30, 2021 | $ 20,374 | $ 477,735 | $ 1,233,162,879 | $ (1,271,170,696) | $ (37,509,709) |
Ending balance, shares at Sep. 30, 2021 | 2,037,404 | 4,777,350,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss from continuing operations | $ 785,565 | $ (6,025,885) | $ (4,371,860) | $ (9,697,922) | |
Adjustments to reconcile net loss to net cash used in operations: | |||||
Depreciation and amortization | 135,065 | 53,579 | 513,929 | 399,377 | |
Amortization of debt discount and non-cash interest expense | 113,552 | 108,958 | |||
Gain from extinguishment of debt | (1,027,000) | (389,864) | |||
Loss on disposal of equipment | 274,468 | 87,293 | |||
Net gain from legal settlements | (3,179,393) | (1,096,613) | |||
Other income from federal government provider relief funds | (4,400,000) | (8,020,969) | |||
Loss on sales of accounts receivable under sale agreements | 591,563 | $ (1,200,000) | |||
Gain on sale of discontinued operations | (576,787) | (11,303,939) | |||
Income (loss) from discontinued operations | 10,880,148 | (164,293) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 377,088 | 1,241,398 | |||
Inventory | 164,653 | (76,065) | |||
Prepaid expenses and other current assets | (3,416) | (224,733) | |||
Security deposits | 42,558 | (56,482) | |||
Change in right-of-use assets | 122,860 | (941,116) | |||
Accounts payable and checks issued in excess of bank balances | 1,918,004 | (1,163,944) | |||
Accrued expenses | 4,208,698 | 5,563,232 | |||
Change in right-of-use operating lease obligations | (122,860) | 941,116 | |||
Income tax assets and liabilities | (522,885) | ||||
Net cash used in operating activities of continuing operations | (5,792,510) | (13,421,949) | |||
Net cash provided by (used in) operating activities of discontinued operations | 102,567 | (100,685) | |||
Net cash used in operating activities | (5,689,943) | (13,522,634) | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | (370,890) | ||||
Net cash used in investing activities of continuing operations | (370,890) | ||||
Net cash used in investing activities of discontinued operations | |||||
Net cash used in investing activities | (370,890) | ||||
Cash flows from financing activities: | |||||
Proceeds from issuance of related party note payable and advances | 890,000 | 5,809,553 | |||
Payments on related party note payable and advances | (360,000) | (4,187,387) | |||
Payments of debentures | (920,000) | ||||
Proceeds from issuances of notes payable | 1,245,000 | 1,198,835 | |||
Payments on notes payable | (350,508) | (1,552,748) | |||
Receivable from related party | (158,118) | ||||
Proceeds from sale of accounts receivable under sales agreements | 841,700 | ||||
Receivables paid under accounts receivable sales agreements | (300,927) | (1,540,929) | |||
Proceeds from issuance of Series O Preferred Stock | 5,000,000 | ||||
Federal government provider relief funds | 12,542,691 | ||||
Proceeds from Paycheck Protection Program notes payable | 2,264,201 | ||||
Cash paid for fractional shares in connection with reverse stock splits | (244) | (684) | |||
Payments on capital lease obligations | (29,524) | (200,709) | |||
Net cash provided by financing activities of continuing operations | 5,935,679 | 14,254,523 | |||
Net cash provided by (used in) financing activities of discontinued operations | 60,402 | (157,589) | |||
Net cash provided by financing activities | 5,996,081 | 14,096,934 | |||
Net change in cash | 306,138 | 203,410 | |||
Cash at beginning of period | 25,353 | 16,933 | 16,933 | ||
Cash at end of period | $ 331,491 | $ 220,343 | $ 331,491 | $ 220,343 | $ 25,353 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Description of Business Rennova Health, Inc. (“Rennova”, together with its subsidiaries, the “Company”, “we”, “us” or “our”) is a provider of health care services. The Company owns one operating hospital in Oneida, Tennessee, a hospital located in Jamestown, Tennessee that it plans to reopen and operate, a physician’s office in Jamestown, Tennessee that it plans to reopen and a rural clinic in Kentucky. The Company’s operations consist of one business segment. Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the consolidated financial statements as filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of September 30, 2021, the results of its operations and changes in stockholders’ deficit for the three and nine months ended September 30, 2021 and 2020 and its cash flows for the nine months ended September 30, 2021 and 2020. Such adjustments are of a normal recurring nature. The results of operations for the nine months ended September 30, 2021 may not be indicative of results for the entire year ending December 31, 2021. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), include the accounts of Rennova and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. Comprehensive Income (Loss) During the three and nine months ended September 30, 2021 and 2020, comprehensive income (loss) was equal to the net income (loss) amounts presented in the accompanying unaudited condensed consolidated statements of operations. Reclassifications Certain items in the financial statements for the three and nine months ended September 30, 2020 were reclassified for comparison purposes. 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 financial statements, and the reported amounts of net revenues and expenses during the reporting period. Significant estimates and assumptions include the estimates of fair values of assets acquired and liabilities assumed in business combinations, including hospital acquisitions, the fair values of consideration received from the sale of subsidiaries, reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, the valuation of equity and derivative instruments, 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. Reverse Stock Splits 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 1-for-1,000 reverse stock split As a result of the Reverse Stock Splits, every 10,000 shares of the Company’s common stock then outstanding was combined and automatically converted into one share of the Company’s common stock every 1,000 shares of the Company’s then outstanding common stock was combined and automatically converted into one share of the Company’s common stock The par value and other terms of the common stock were not affected by the Reverse Stock Splits. The authorized capital of the Company of 10,000,000,000 5,000,000 Effective November 5, 2021, the Company increased the authorized shares of its common stock from 10,000,000,000 50,000,000,000 Sale of Health Technology Solutions, Inc. and Advanced Molecular Services Group, Inc. On June 25, 2021, the Company sold its subsidiaries, Health Technology Solutions, Inc. (“HTS”) and Advanced Molecular Services Group, Inc. (“AMSG”), including their subsidiaries, to InnovaQor, Inc. (“InnovaQor”), formerly known as VisualMED Clinical Solutions Corp. HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. The financial results of HTS and AMSG, including the gain on sale, are reflected herein as discontinued operations. The sale is more fully discussed in Note 14. Revenue Recognition We recognize revenue in accordance with Accounting Standards Update (“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. We review our calculations for the realizability of gross 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 and within our service offerings. 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, if any. 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 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 and 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 net 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. Net 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 the three and nine months ended September 30, 2021 and 2020. 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 net 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 accounts receivable collection and write off data. We believe our quarterly updates to the estimated contractual allowance amounts and to the estimated implicit price concessions at each of our facilities provide reasonable estimates of our net revenues and valuation of our accounts receivable. For the three months ended September 30, 2021 and 2020, we recorded estimated contractual allowances of $ 6.8 14.0 1.9 2.2 16.2 32.9 6.2 6.2 Contractual Allowances and Doubtful Accounts Policy Accounts receivable are reported at realizable value, net of contractual allowances and estimated implicit price concessions (also referred to as 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 contractual allowances and doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues which may impact the 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 are recorded as an adjustment to revenues. As required by Topic 606, after estimated implicit price concessions and contractual and related allowance adjustments to revenues of $ 8.7 million and $ 16.2 million, respectively, for the three months ended September 30, 2021 and 2020, we reported net revenues of $ 1.0 million and $ 2.0 million, respectively. After estimated implicit price concessions and contractual and related allowance adjustments to revenues of $ 22.4 million and $ 39.1 million, respectively, for the nine months ended September 30, 2021 and 2020, we reported net revenues of $ 1.3 million and $ 5.9 million, respectively. We continue to review the provisions for implicit price concessions and contractual allowances. See Note 4 – Accounts Receivable and Income Tax Refunds Receivable. Leases in Accordance with ASU No. 2016-02 We account for leases in accordance with ASU No. 2016-02, Leases (Topic 842) Impairment or Disposal of Long-Lived Assets We account for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant and Equipment The Company did not record an asset impairment charge during the three and nine months ended September 30, 2021 and 2020. Fair Value Measurements We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. We applied the Level 3 fair value hierarchy in determining the fair value of the InnovaQor Series B Preferred Stock on September 30, 2021 as more fully discussed in Note 14. Derivative Financial Instruments, 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 (loss) 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 stockholders 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). Deemed dividends represent the economic transfer of value to holders of equity-classified freestanding financial instruments when certain down round features (commonly referred to as “ratchets”) are present. The deemed dividends are presented as a reduction in net income or an increase in net loss available to common stockholders and a corresponding increase to additional paid-in-capital resulting in no change to stockholders’ equity/deficit. The incremental value of convertible debentures and warrants as a result of the down round provision features of $ 258.9 million and $ 59.8 million were recorded as deemed dividends for the three months ended September 30, 2021 and 2020, respectively. The incremental value of convertible debentures and warrants as a result of the down round provision features of $ 408.5 million and $ 59.8 million were recorded as deemed dividends for the nine months ended September 30, 2021 and 2020, respectively. In addition, we recorded deemed dividends during the three and nine months ended September 30, 2021 and 2020 as a result of: (i) the issuance of our Series M Convertible Redeemable Preferred Stock (the “Series M Preferred Stock”) on June 30, 2020; (ii) the issuance of warrants on August 27, 2021 in connection with the conversion of a portion of our Series M Preferred Stock; (iii) the issuance of our Series N Convertible Redeemable Preferred Stock (the “Series N Preferred Stock”) on August 31, 2020; and (iv) the extension of certain warrants during the three months ended September 30, 2021. Each of these transactions is more fully discussed in Note 11. See Note 10 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. 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 September 30, 2021 and December 31, 2020. 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 (loss) per share. Basic earnings (loss) per share of common stock is calculated by dividing net earnings (loss) available to common stockholders 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 preferred stock, convertible debt, 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. See Note 3 for the computation of the loss per share for the three and nine months ended September 30, 2021 and 2020. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Financial Condition | Note 2 – Liquidity and Financial Condition Jamestown Regional Medical Center Following an inspection at Jamestown Regional Medical Center it was determined that several conditions of participation in its Medicare agreement were deficient and the hospital failed to adequately correct the deficiencies. As a result, on June 12, 2019, Jamestown Regional Medical Center’s Medicare agreement was terminated. 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 coronavirus (“COVID-19”) pandemic and the timing of the reopening has been delayed and is now intended that the re-opening process will be initiated in 2022. Jellico Community Hospital Effective March 5, 2019, the Company acquired certain assets related to Jellico Community Hospital. 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 reduced operating losses and the monthly cash deficit for the Company. The collections of accounts receivable for the hospital were negatively impacted by the closure and resulted in a significant shortfall in the funds available to satisfy liabilities at the facility. Impact of the Pandemic 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 more fully discussed in Note 6, 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. HHS Provider Relief Funds The Company received Provider Relief Funds from 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. As of September 30, 2021, our facilities have received approximately $ 12.5 million in relief funds. The fund payments are grants, not loans, and HHS will not require repayment, but 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 September 30, 2021, we have recognized $ 12.4 million of these funds as income as of September 30, 2021 of which $ 7.5 million and $ 0.5 million was recognized during the second and third quarters of 2020, respectively, and $ 2.5 million and $ 1.9 million was recognized as income during the first and second quarters of 2021, respectively. The remaining $ 0.1 million is included with PPP loans in the accompanying balance sheets. 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 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 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 that do not have to be reimbursed 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. 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 derecognition of amounts previously recognized, which may be material. As of September 30, 2021, 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 and the nine months ended September 30, 2021. The Company believes that it was appropriate to recognize as income $ 8.0 million of the HHS relief funds in 2020 and $ 4.4 Going Concern Under ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“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 requirements of ASC 205-40. As reflected in the unaudited condensed consolidated financial statements, the Company had a working capital deficit and a stockholders’ deficit of $ 54.3 37.5 2.4 4.2 10.2 11.3 5.7 13.5 The Company’s unaudited condensed 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. As more fully discussed in Note 14, on June 25, 2021, the Company sold HTS and AMSG to InnovaQor and the Company received InnovaQor’s Series B Preferred Stock valued at $ 9.1 2.2 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 and related healthcare service providers, 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 debt and other past due obligations, fully align its operating costs, increase its revenues, and eventually regain profitable operations. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 3 – Loss Per Share Basic loss per share is computed by dividing the loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Basic loss per share excludes potential dilution of securities or other contracts to issue shares of common stock. 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 each of the three and nine months ended September 30, 2021 and 2020, 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 available to common stockholders during the three and nine months ended September 30, 2021 and 2020 (unaudited): Schedule of Earnings Per Share Available to Common stockholders 2021 2020 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net income (loss) from continuing operations $ 785,565 $ (6,025,885 ) $ (4,371,860 ) $ (9,697,922 ) Deemed dividends (259,530,999 ) (63,544,950 ) (409,142,478 ) (66,695,318 ) Net loss available to common stockholders, continuing operations (258,745,434 ) (69,570,835 ) (413,514,338 ) (76,393,240 ) Net income (loss) from discontinued operations 545,399 (166,180 ) 10,880,148 (164,293 ) Net loss available to common stockholders $ (258,200,035 ) $ (69,737,015 ) $ (402,634,190 ) $ (76,557,533 ) Denominator Basic and diluted weighted average shares of common stock outstanding 438,998,913 1,284 150,459,817 1,086 Loss per share available to common stockholders- basic and diluted: Continuing operations $ (0.59 ) $ (54,182.89 ) $ (2.75 ) $ (70,343.68 ) Discontinued operations $ 0.00 $ (129.42 ) $ 0.07 $ (151.28 ) Total basic and diluted $ (0.59 ) $ (54,312.31 ) $ (2.68 ) $ (70,494.96 ) Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2021 and 2020, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 September 30, 2021 2020 Warrants 182,663,835,039 335,461 Convertible preferred stock 89,770,798,934 313,808 Convertible debentures 9,664,944,444 51,133 Stock options 26 26 Dilutive potential shares 282,099,578,443 700,428 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 floors 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 7, 11 and 12). These provisions have resulted in significant dilution of the Company’s common stock. As a result of these down round provisions, the potential common stock equivalents, including outstanding common stock, totaled 476.2 |
Accounts Receivable and Income
Accounts Receivable and Income Tax Refunds Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable and Income Tax Refunds Receivable | Note 4 – Accounts Receivable and Income Tax Refunds Receivable Accounts receivable at September 30, 2021 (unaudited) and December 31, 2020 consisted of the following: Schedule of Accounts Receivable September 30, December 31, September 30, December 31, 2021 2020 Accounts receivable $ 9,626,490 $ 16,922,576 Less: Allowance for contractual obligations (6,788,342 ) (13,185,843 ) Allowance for doubtful accounts (992,330 ) (1,513,827 ) Accounts receivable owed under settlement/sales agreements (847,059 ) (1,723,452 ) Accounts receivable, net $ 998,759 $ 499,454 The allowances reflected in the table above decreased as a percentage of accounts receivable to 80.8 86.9 Estimated implicit price concessions deducted from revenues for the three months ended September 30, 2021 and 2020 were $ 1.9 million and $ 2.2 million, respectively, and for the nine months ended September 30, 2021 and 2020 were $ 6.2 million and $ 6.2 million, respectively. The allowance for doubtful accounts deducted from accounts receivable was $ 1.0 million at September 30, 2021 compared to $ 1.5 million at December 31, 2020, a decrease of $ 0.5 million. The decrease was due to lower implicit price concessions in the three months ended September 30, 2021 and to write offs of past due accounts receivable. The Company’s policy is to write off accounts receivable balances against the allowance for implicit price concessions once an accounts receivable ages past a specified number of days. Accounts Receivable Sales Agreements During the year ended December 31, 2020, the Company entered into six accounts receivable sales agreements under which the Company sold an aggregate of $ 3.3 2.2 0.1 1.2 1.7 0.9 52,941 0.6 Income Tax Refunds Receivable As of September 30, 2021 and December 31, 2020, the Company had $ 1.1 1.4 1.1 0.3 0.3 No 0.3 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 5 – Accrued Expenses Accrued expenses at September 30, 2021 (unaudited) and December 31, 2020 consisted of the following: Schedule of Accrued Expenses September 30, December 31, 2021 2020 Accrued payroll and related liabilities $ 9,152,027 $ 8,263,940 HHS Provider Relief Funds (See Note 2) - 4,400,000 Accrued interest 5,989,653 4,728,942 Accrued legal 1,097,318 1,097,318 Other accrued expenses 1,203,166 645,369 Accrued expenses $ 17,442,164 $ 19,135,569 Accrued payroll and related liabilities at September 30, 2021 and December 31, 2020 included approximately $ 2.7 2.5 million, respectively, for penalties associated with approximately $ 5.0 4.4 million of accrued past due payroll taxes as of September 30, 2021 and December 31, 2020, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable The Company and its subsidiaries are party to a number of loans with third parties and related parties. At September 30, 2021 (unaudited) and December 31, 2020, notes payable consisted of the following: Schedule of Notes Payable Notes Payable – Third Parties September 30, December 31, Loan payable to TCA Global Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 16 Payable in various installments through May 4, 2022 (balance at September 30, 2021 as per settlement agreement – See Note 13) $ 500,000 $ 1,741,893 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 6 Principal and interest payments due annually from July 12, 2015 through July 12, 2017 291,557 297,068 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 Payment due in installments through November 2020 1,450,000 1,450,000 Notes payable under the PPP loans issued on April 20, 2020 through May 1, 2020 bearing interest at a rate of 1 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. 1,358,923 2,385,921 Installment promissory note dated January 29, 2020, less original issue discount of $ 0.1 22,500 34,000 - 108,350 Notes payable dated January 31, 2021 and February 16, 2021 due six months from the date of issuance. The notes bear interest at 10 100 245,000 - Notes payable to Western Healthcare, LLC dated August 10, 2021, in the aggregate principal amount of $ 2.4 18 0.2 2,152,961 - Warrant pre-payment promissory notes dated February 25, 2021, April 9, 2021, April 16, 2021 and April 22, 2021, non-interest bearing, $ 1,100,000 100,000 payable 12 months from the date of issuance 1,052,837 - Note payable 7,051,278 5,983,232 Less current portion (7,051,278 ) (4,786,976 ) 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 September 19, 2017, the Company entered into a new agreement with TCA, which extended the repayment schedule through December 31, 2017. In May 2020, the SEC appointed a Receiver to close down the TCA Global Master Fund, L.P. The amount recorded by the Company as being owed to TCA as of December 31, 2020 was based on TCA’s application of prior payments made by the Company. The Company and TCA entered into a settlement agreement dated effective as of September 30, 2021, under which the Company agreed to pay TCA a total of $ 500,000 200,000 300,000 50,000 2.2 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 at that time of $ 341,612 43,000 50,055 On September 27, 2019, the Company issued a promissory note payable to Anthony O’Killough in the principal amount of $ 1.9 1.5 0.3 0.1 1.0 November 8, 2019 0.9 December 26, 2019 2.2 2.2 450,000 2.2 1.5 0.7 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 $ 2.4 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 is 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. As of September 30, 2021, $ 1.0 million of the principal balance of the PPP Notes has been forgiven and approximately $ 15,000 of accrued interest has been reversed. On November 3, 2021, an additional $ 0.8 million of principal balance was forgiven. On January 29, 2020, the Company entered into a secured installment promissory note (the “Ponte Note”) in the principal amount of $ 1.2 22,500 34,000 due on or before February 5, 2020 through on or before October 21, 2020, the maturity date. 0.1 10 9,850 125,000 On August 10, 2021, the Company entered into two notes payable with Western Healthcare, LLC in the aggregate principal amount of $ 2.4 million. The notes were issued under the terms of a settlement agreement related to professional medical staffing services agreements that the Company had previously entered into for medical staffing services. The notes bear interest at a rate of 18 % per annum and are due no later than August 30, 2022. The Company paid $ 0.2 million to the note holders upon issuance of the notes. Monthly installments aggregating $ 0.2 million are due beginning August 31, 2021. On each of February 25, 2021, April 9, 2021, April 16, 2021 and April 22, 2021, the Company entered into agreements with certain institutional investors for warrant prepayment promissory notes with an aggregate principal amount of $ 1.1 million. The Company received proceeds of $ 1.0 million from the investors and, accordingly, it recorded a total of $ 0.1 million in original issue discount of which $ 25,205 and $ 52,836 was amortized in the three and nine months ended September 30, 2021, respectively. The notes did not bear interest but an interest rate of 18 % would be applied in the event of default that resulted in their acceleration. On November 7, 2021, these notes were exchanged for the Company’s Series P Convertible Redeemable Preferred Stock (the “Series P Preferred Stock”) as more fully discussed in Note 16. Note Payable – Related Party Schedule of Notes Payable - Related Parties September 30, December 31, (unaudited) Note payable to Christopher Diamantis due on demand and bearing interest at 10 $ 2,627,000 $ 2,097,000 Total note payable, related party 2,627,000 2,097,000 Less current portion of note payable, related party (2,627,000 ) (2,097,000 ) Total note payable, related party, net of current portion $ - $ - During the nine months ended September 30, 2021 and 2020, Mr. Christopher Diamantis, a former member of our Board of Directors, loaned the Company $ 0.9 4.6 0.4 4.2 18.8 During the three months ended September 30, 2021 and 2020, the Company accrued interest of $ 0 55,000 0.1 0.5 0.3 0.2 10 |
Debentures
Debentures | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debentures | Note 7 – Debentures The carrying amount of all outstanding debentures as of September 30, 2021 and December 31, 2020 is as follows: Schedule of Debentures September 30, 2021 December 31, 2020 (unaudited) Debentures $ 12,690,539 $ 12,690,539 Less current portion (12,690,539 ) (12,690,539 ) Debentures, net of current portion $ - $ - Payment of all outstanding debentures totaling $ 12.7 18 The Company accrued interest expense on outstanding debentures during the three months ended September 30, 2021 and 2020 of $ 0.6 1.5 1.7 5.4 Certain of the debentures are convertible into shares of the Company’s common stock. On September 30, 2021, $ 2.6 million of principal amount of outstanding debentures were convertible into 9.6 billion shares of the Company’s common stock at a price of $ 0.00027 per share and $ 5.6 million of outstanding debentures were convertible on that date into 108.5 million shares of the Company’s common stock at a conversion price of $ 0.052 . The remaining outstanding debentures of $ 4.5 million are non-convertible. See Notes 3 and 11 for a discussion of the dilutive effect of the outstanding convertible debentures and warrants as of September 30, 2021 and Note 16 for the dilutive effect of outstanding convertible debentures and warrants as of November 10, 2021. See Note 11 for a discussion of the exchange of certain debentures for shares of the Company’s Series N Preferred Stock on August 31, 2020 and Note 16 for a discussion of the exchange of certain debentures for shares of the Company’s Series P Preferred Stock. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions Alcimede LLC Alcimede LLC (“Alcimede”) billed $ 0.1 0.1 0.3 0.3 InnovaQor In addition to the investment in InnovaQor’s Series B Preferred Stock (see Notes 1 and 14), at September 30, 2021, the Company had a receivable from related party resulting from working capital advances to InnovaQor of approximately $ 0.2 51,229 The terms of the foregoing transactions and the transactions discussed in Notes 1, 6, 11 and 14 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 | 9 Months Ended |
Sep. 30, 2021 | |
Finance And Operating Lease Obligations | |
Finance and Operating Lease Obligations | Note 9 – Finance and Operating Lease Obligations We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related right-of-use assets and right-of-use obligations at the present value of lease payments over the term. We do not separate lease and non-lease components of contracts. 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 September 30, 2021 (unaudited) and December 31, 2020: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification September 30, 2021 December 31, 2020 Assets: Operating leases Right-of-use operating lease assets $ 877,412 $ 1,000,272 Finance leases Property and equipment, net 220,461 249,985 Total lease assets $ 1,097,873 $ 1,250,257 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 237,026 $ 172,952 Finance leases Current liabilities 220,461 249,985 Noncurrent: Operating leases Right-of-use operating lease obligations 640,386 827,320 Total lease liabilities $ 1,097,873 $ 1,250,257 Weighted-average remaining term: Operating leases 3.50 4.17 Finance leases 0 years 0 years Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance leases 4.9 % 4.9 % The following table presents certain information related to lease expense for finance and operating leases for the three months and nine months ended September 30, 2021 and 2020: Schedule of Information Related to Lease Expense for Finance and Operating Leases Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Finance lease expense: Depreciation/amortization of leased assets $ - $ - $ - $ 26,349 Interest on lease liabilities - - - 9,455 Operating leases: Short-term lease expense (1) 44,342 49,196 151,025 219,138 Total lease expense $ 44,342 $ 49,196 $ 151,025 $ 254,942 (1) 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 nine months ended September 30, 2021 and 2020: Schedule of Supplemental Cash Flow Information Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 168,923 $ 98,374 Operating cash flows for finance leases - 9,455 Financing cash flows for finance lease payments 29,524 200,709 Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows: Schedule of Future Minimum Rentals Under Right-to-use Operating and Finance Leases Right-of-Use Operating Leases Finance Leases Twelve months ended September 30, 2022 $ 337,357 $ 224,252 Twelve months ended September 30, 2023 307,082 - Twelve months ended September 30, 2024 217,839 - Twelve months ended September 30, 2025 223,795 - Twelve months ended September 30, 2026 18,650 - Thereafter - - Total 1,104,723 224,252 Less interest - - Present value of minimum lease payments $ 1,104,723 $ 224,252 Less current portion of lease obligations (227,311 ) (3,791 ) Lease obligations, net of current portion $ 877,412 $ 220,461 As of September 30, 2021, the Company was in default under its finance lease obligation, therefore, the aggregate future minimum lease payments and accrued interest under this finance lease totaling approximately $ 0.2 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 – Fair Value Measurements Fair Value Measurements We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The estimated fair value of financial instruments was determined by the Company using available market information and valuation methodologies considered to be appropriate. At September 30, 2021 and December 31, 2020, the carrying value of the Company’s accounts receivable, accounts payable and accrued expenses approximated 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 September 30, 2021 and December 31, 2020: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total (unaudited) As of December 31, 2020: InnovaQor Series B Preferred Stock $ - $ - $ - $ - Embedded conversion option of debenture - $ - $ 455,336 $ 455,336 Total $ - $ - $ 455,336 $ 455,336 As of September 30, 2021: InnovaQor Series B Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Embedded conversion option of debenture - - 455,336 455,336 Total $ - $ - $ 9,471,408 $ 9,471,408 The fair value of the InnovaQor Series B Preferred Stock of $9.1 million as of September 30, 2021 is more fully discussed in Note 14. The Company utilized the following method to value its derivative liability as of September 30, 2021 and December 31, 2020 for an embedded conversion option related to an outstanding convertible debenture valued at $ 455,336 85 no no During the three and nine months ended September 30, 2021 and 2020, the conversions of preferred stock triggered a further reduction in the exercise prices of 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 for the three months ended September 30, 2021: risk free rates ranging from 0.04 % to 0.55 %, volatility ranging from 25.0 % to 574.0 % and terms ranging from one day to three years . The following assumptions were utilized in the Black Scholes valuation models for the nine months ended September 30, 2021: risk free rates ranging from 0.04 % to 0.55 %, volatility ranging from 25.0 % to 574.0 % and terms ranging from one day to three years . The incremental fair value of $ 259.2 million $ 408.5 million was recorded as deemed dividends for the three and nine months ended September 30, 2021, respectively. The following assumptions were utilized in the Black Scholes valuation models for the three and nine months ended September 30, 2020: risk free rates ranging from 0.09 % to 0.12 %, volatility ranging from 134.3 % to 208.2 % and weighted average lives ranging from .25 to 1.49 years. The incremental value of $ 59.8 million was recorded as deemed dividends in both the three and nine months ended September 30, 2020, respectively. In addition, deemed dividends of $0.3 million were recorded in both the three and nine months ended September 30, 2021 as a result of the issuance of warrants to acquire 47.5 million shares of the Company’s common stock and deemed dividends of $0.3 million were recorded in both the three and nine months ended September 2021 as a result of the extension of warrants. These deemed dividends are more fully discussed in Note 11. Deemed dividends of $3.2 million were recorded in the nine months ended September 30, 2020 as a result of the issuance of the Series M Preferred Stock as more fully discussed in Note 11 and deemed dividends of $3.7 million were recorded in the three and nine months ended September 30, 2020 as a result of the issuance of our Series N Preferred Stock as more fully discussed in Note 11. Deemed dividends are also discussed in Notes 1 and 3. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 11 – Stockholders’ Deficit Authorized Capital As of September 30, 2021, the Company had 10,000,000,000 $0.0001 5,000,000 $0.01 50,000,000,000 Preferred Stock The Company has 5,000,000 shares, par value $0.01 , of preferred stock authorized. As of September 30, 2021, the Company had outstanding shares of preferred stock consisting of 1,750,000 shares of its Series F Convertible Preferred Stock, 10 shares of its Series H Convertible Preferred Stock, 250,000 shares of its Series L Convertible Preferred Stock (the “Series L Preferred Stock”), 20,810 .35 shares of its Series M Preferred Stock, 11,084 shares of its Series N Preferred Stock, and 5,500 shares of its Series O Convertible Redeemable Preferred Stock (the “Series O Preferred Stock”). As of September 30, 2021, the Series F Convertible Preferred Stock is convertible into one share of the Company’s common stock and the Series H Convertible Preferred Stock is convertible into 37 million shares of the Company’s common stock. The Series L Preferred Stock, the Series M Preferred Stock, the Series N Preferred Stock and the Series O Preferred Stock are more fully described below. In addition, on November 7, 2021, the Company issued its Series P Preferred Stock, which is more fully described in Note 16. Series L Preferred Stock 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 250,000 250,000 250,000 Series M Preferred Stock The Company’s Board of Directors has designated 30,000 5,000,000 $1,000 $18.8 22,000 $0.01 $3.2 $18.8 $22.0 On August 27, 2021, the Company entered into an exchange agreement with Mr. Diamantis. Pursuant to the exchange agreement, Mr. Diamantis exchanged 570 95,000,000 47.5 $.007 three-year 1.2 $0.00027 $0.3 0.41% 364 three years 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. During the nine months ended September 30, 2021, Mr. Diamantis converted a total of 610.65 shares of his Series M Preferred Stock with a stated value of $0.6 million into 450,000 shares of the Company’s common stock and, as discussed above, he exchanged 570 shares of his Series M Preferred Stock, with a stated value of $0.6 million, into 95,000,000 shares of the Company’s common stock. On August 13, 2020, Mr. Diamantis entered into a Voting Agreement and Irrevocable Proxy with the Company, Mr. Lagan and Alcimede (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 Preferred Stock On August 31, 2020, the Company and its debenture holders exchanged, under the terms of the Exchange, Redemption and Forbearance Agreements (the “Exchange and Redemption Agreements”), certain outstanding debentures and all of the outstanding shares of the Company’s Series I-1 Convertible Preferred Stock (the “Series I-1 Preferred Stock”) and Series I-2 Convertible Preferred Stock (the “Series I-2 Preferred Stock”) for 30,435,52 shares of the Company’s Series N Preferred Stock. 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. During the three and nine months ended September 30, 2020, as a result of the Exchange and Redemption Agreements, the Company recorded: (i) a $ 0.4 million gain on the extinguishment of debt, which included the potential exchange premium of $ 1.65 million, and 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 Preferred Stock and Series I-2 Preferred Stock for shares of the Series N Preferred Stock. During the nine months ended September 30, 2021, the holders converted 18,350.1 shares of their Series N Preferred Stock, with a stated value of $ 18.4 million, into 4.7 billion shares of the Company’s common stock. During the nine months ended September 30, 2020, the holders converted 131 shares of their Series N Preferred Stock, with a stated value of $ 0.1 million, into 589 shares of the Company’s common stock. Series O Preferred Stock On May 10, 2021, the Company closed an offering of shares of its newly-authorized Series O Preferred Stock. The offering was pursuant to the terms of the Securities Purchase Agreement, dated as of May 10, 2021 (the “Purchase Agreement”), between the Company and certain existing institutional investors of the Company. The Purchase Agreement provided for the issuance of up to 4,400 shares of Series O Preferred Stock at four closings of 1,100 shares each. The four closings occurred on May 10, 2021, May 18, 2021, July 12, 2021 and August 10, 2021. The Company entered into a second Securities Purchase Agreement (the “Second Purchase Agreement”), dated as of September 7, 2021, between the Company and the existing institutional investors of the Company. The Second Purchase Agreement provided for the issuance of up to 1,100 shares of the Series O Preferred Stock at two closings of 550 shares each. The two closings under the Second Purchase Agreement occurred on September 7, 2021 and September 30, 2021. As a result, as of September 30, 3021, the Company has issued 5,500 $5.0 $2.5 $2.5 On October 28, 2021, the Company entered into the Securities Purchase Agreement, dated as of October 28, 2021 (the “October 28 Agreement”), among the Company and certain existing institutional investors of the Company. The October 28 Agreement provides for the issuance of up to 4,400 2,200 The Series O Preferred Stock, which has been issued for cash, does not contain mandatory redemption or other features that would require it to be presented on the balance sheet outside of equity and, therefore, it qualifies for equity accounting treatment. As a result of the equity accounting treatment, fair value accounting is not required in connection with the issuances of the stock and no gains, losses, derivative liabilities or deemed dividends have been recorded in connection with the issuances of the stock. The terms of the Series O Preferred Stock were set forth in the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2021, in particular: General 10,000 5,000,000 $1,000 Voting Rights Dividends 10% provided however Rank Conversion 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 O Preferred Stock are prohibited from converting Series O Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 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. Liquidation Preference Redemption Common Stock The Company had 4,777,350,000 39,648 450,000 619.65 95,000,000 18,355.5 313 236.3 589 131 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 the Company’s common stock and a decline in the market price of the common stock. In addition, 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. 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 the Company’s common stock and have given rise to reverse splits of its common stock, including the Reverse Stock Splits, which are more fully discussed in Note 1. See Note 16 for a discussion of the number of shares of the Company’s common stock and common stock equivalents outstanding as of November 10, 2021. On August 13, 2020, Mr. Diamantis entered into the Voting Agreement with the Company, Mr. Lagan and Alcimede (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. Effective November 5, 2021, the Company increased its authorized shares of common stock to 50,000,000,000 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. As of September 30, 2021, 26 $2,992,125 4.62 Warrants The Company, as part of various debt and equity financing transactions, has issued warrants to purchase shares of the Company’s common stock exercisable into a total of 182.7 billion shares at September 30, 2021. During the nine months ended September 30, 2021, as a result of the anti-dilution provisions of outstanding warrants, the exercise prices of certain warrants decreased and they became exercisable into an additional 182.7 billion shares of the Company’s common stock. Certain of these warrants were issued in connection with the issuances of the debentures. Debentures are more fully discussed in Note 7. Included in the warrants outstanding at September 30, 2021, were warrants issued in connection with the debentures issued in March 2017. The Company issued these warrants to purchase shares of the Company’s common stock to several accredited investors (the “March Warrants”). At September 30, 2021, these warrants were exercisable into an aggregate of approximately 177.8 billion shares of the Company’s common stock. The March Warrants were issued to the investors in three tranches, Series A Warrants, Series B Warrants and Series C Warrants. At September 30, 2021, the Series A Warrants were exercisable for 66.5 billion shares of the Company’s common stock. They were exercisable upon issuance and have a term of exercise equal to five years . At September 30, 2021, the Series B Warrants were exercisable for 42.6 billion shares of the Company’s common stock and are exercisable until March 31, 2022. At September 30, 2021, the Series C Warrants were exercisable for 68.7 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. On November 7, 2021, the expiration dates of the March Warrants were extended to March 21, 2024 $0.00027 per share, which reflects adjustments pursuant to their terms. The March Warrants are subject to “full ratchet” and other customary anti-dilution protections. During the three and nine months ended September 30, 2021 and 2020, reductions in the exercise prices of the March Warrants have given rise to deemed dividends. Deemed dividends are also discussed below and in Notes 1, 3 and 10. The Company extended certain common stock warrants during the three and nine months ended September 30, 2021, and as a result of the extension, deemed dividends of $ 0.3 0.05% 230 six months The number of shares of common stock issuable under warrants issued 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 issuances of the Company’s common stock or common stock equivalents at prices below the then 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 of the warrants. The following summarizes the information related to the number of shares of common stock issuable under outstanding warrants during the nine months ended September 30, 2021: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2020 4,571,165 $ 19.99 Issuance of warrants 47,500,000 0.007 Expiration of warrants (44,078,213 ) (0.3110 ) Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 182,655,951,726 - Balance at September 30, 2021 182,663,835,038 $ 0.00043 The 47.5 “Series M Preferred Stock.” |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Note 12 – Supplemental Disclosure of Cash Flow Information Schedule of Supplemental Disclosure of Cash Flow Information 2021 2020 Nine Months Ended September 30, 2021 2020 Cash paid for interest $ - $ 64,454 Cash paid for income taxes $ 281,025 $ - Non-cash investing and financing activities: Preferred stock of InnovaQor received from the sale of HTS and AMSG $ 9,117,500 $ - Net liabilities of HTS and AMSG transferred to InnovaQor 2,227,152 - Settlement of liability with InnovaQor preferred stock 60,714 - Issuance of notes payable in settlement of accounts payable and accrued expenses 2,352,961 - Series I-2 Preferred Stock converted into common stock - 277,994 Exchange of Series K Preferred Stock for Series L Preferred Stock - (2,500 ) Issuance of Series L Preferred Stock - 2,500 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 ) Deemed dividend from exchange of loans and accrued interest for Series M Preferred Stock - 3,150,368 Series M Preferred Stock converted/exchanged into common stock 1,189,650 - Deemed dividends from issuance of common stock warrants under exchange agreement 341,525 - 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 18,355,507 58 Deemed dividends from the issuance of Series N Preferred Stock - 3,720,718 Deemed dividends for trigger of down round provisions 408,509,361 59,824,232 Deemed dividends from extension of common stock warrants 291,592 - Original issue discounts on debt 52,836 108,958 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – 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 accounts receivable. The Company has receivable balances with government payers and various insurance carriers. The Company does not require collateral or other security to support customer receivables. However, the Company continually monitors and evaluates its 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 reimbursements to hospitals. 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, 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 Corporation. 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. 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 continued financial support to the Company and assumption of all 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, the Company made provisions of approximately $ 1.0 0.9 1.1 0.3 0.3 1.1 0.8 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 0.4 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 9). On January 24, 2017, DeLage received a default judgment against the Company in the approximate amount of $ 1.0 4.97% 0.2 On December 7, 2016, the holders of the Tegal Notes (see Note 6) filed suit against the Company seeking payment for the amounts due under the notes in the aggregate of the principal of $ 341,612 43,000 50,055 The Company, as well as many of its subsidiaries, were defendants in a case filed in Broward County Circuit Court by TCA Global Credit Master Fund, L.P. The plaintiff alleged a breach by Medytox Solutions, Inc. of its obligations under a debenture and claimed damages of approximately $ 2,030,000 plus interest, costs and fees. The Company and the other subsidiaries were sued as alleged guarantors of the debenture. The complaint was filed on August 1, 2018. In May 2020, the SEC appointed a Receiver to close down the TCA Global Master Fund, L.P. The Company and TCA entered into a settlement agreement dated effective as of September 30, 2021, under which the Company agreed to pay TCA $500,000 as full and final settlement of principal and interest, of which $200,000 was paid on November 4, 2021 and the remaining $300,000 is due in six consecutive monthly installments of $50,000 payable on or before the fifth day of each month beginning December 2021. As a result of the settlement, the Company recorded a gain from legal settlement of $2.2 million in the three and nine months ended September 30, 2021. 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 In February 2020, Anthony O. Killough sued the Company and Mr. Diamantis, as guarantor, in New York State Supreme Court for the County of New York, for approximately $ 2.0 2,158,168 1.5 0.7 20% In February 2021, a supplier to the Company’s hospitals, Shared Medical Services, Inc., filed suit in Palm Beach County Circuit Court for approximately $ 90,000 100,000 50,000 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 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. It is now intended that the re-opening process will be initiated in 2022. Two former employees of Jamestown Regional Medical Center 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 to a settlement agreement dated May 14, 2021. Pursuant to the terms of this agreement, the Company was required to pay a sum of $ 425,000 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 as of September 30, 2021, as management believes that a number of insurance payments were made to CHSPSC after the change of ownership and will likely offset the majority of the claim made by CHSPSC. 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 November 2019, Newstat, PLLC obtained a judgment against Big South Fork Medical Center in Knox County, Tennessee in the amount of $ 190,600 On June 30, 2021, the Company entered into a settlement agreement with the Tennessee Bureau of Workers’ Compensation. Per the terms of the settlement agreement, the Company is obligated to pay a total of $ 109,739 32,922 3,201 th In July 2021, WG Fund, Queen Funding and Diesel Funding filed legal actions in New York State Supreme Court for Kings County to recover amounts claimed to be outstanding on accounts receivable sales agreements entered into in 2020. On September 14, 2021, the Company entered into separate stipulation of settlement agreements with the three funding parties under which the Company agreed to repay an aggregate of $ 0.9 52,941 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 14 – Discontinued Operations Sale of HTS and AMSG In 2017, the Company announced plans to spin off or sell its wholly-owned subsidiaries, HTS and AMSG. On June 25, 2021, the Company sold the shares of stock of HTS and AMSG to InnovaQor. HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. In consideration for the shares of HTS and AMSG and the elimination of intercompany debt among the Company and HTS and AMSG, InnovaQor issued the Company 14,950 14,000 950 $1,000 90% 4.99% As a result of the sale, the Company recorded the InnovaQor Series B Preferred Stock as a long-term asset valued at $ 9.1 million at September 30, 2021 and a gain on the sale of HTS and AMSG of $ 0.6 million in the three months ended September 30, 2021, which resulted from the value of the 950 shares of InnovaQor Series B Preferred Stock received as a result of a post-closing adjustment, and a gain on the sale of HTS and AMSG of $ 11.3 million in the nine months ended September 30, 2021, of which $ 9.1 million resulted from the value of the InnovaQor Series B Preferred Stock and $ 2.2 million resulted from the transfer to InnovaQor of the net liabilities of HTS and AMSG. A discussion of the assumptions used in the valuation of the InnovaQor Series B Preferred Stock is presented below. During the three and nine months ended September 30, 2021, 100 shares of InnovaQor Series B Preferred Stock valued at $ 60,714 were used to settle accrued interest that was due under the terms of notes payable dated January 31, 2021 and February 16, 2021. The notes payable are more fully discussed in Note 6. See Note 8 for a discussion of related party transactions between the Company and InnovaQor. EPIC Reference Labs, Inc. During the three months ended September 30, 2020, the Company made a decision to sell its last clinical laboratory, EPIC Reference Labs, Inc., 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 included in discontinued operations for all periods presented. The Company has been unable to find a buyer for EPIC Reference Labs, Inc. and, therefore, it has ceased all efforts to sell the company and closed down its operations. Carrying amounts of major classes of assets and liabilities sold or included as part of discontinued operations in the consolidated balance sheets as of September 30, 2021 and December 31, 2020 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement HTS and AMSG Assets and Liabilities: September 30, 2021 December 31, 2020 (unaudited) Cash $ $ 31,294 Accounts receivable, net - 151,363 Prepaid expenses and other current assets - 1,717 Current assets classified as held for sale $ - $ 184,374 Property and equipment, net $ - $ 685 Deposits - - Right-of-use assets - - Non-current assets classified as held for sale $ - $ 685 Accounts payable and checks issued in excess of bank balance $ - $ 726,220 Accrued expenses - 1,308,283 Current portion of right-of-use operating lease obligation - - Current portion of notes payable - 168,751 Current liabilities classified as held for sale $ - $ 2,203,254 Note payable $ - $ 69,267 Right-of-use operating lease obligation - - Non-current liabilities classified as held for sale $ - $ 69,267 EPIC Reference Labs, Inc. and Other Subsidiaries Assets and Liabilities: September 30, December 31, (unaudited) Cash $ - $ 136 Accounts receivable, net - - Prepaid expenses and other current assets - - Current assets classified as held for sale $ - $ 136 Property and equipment, net $ - $ - Deposits 5,014 100,014 Right-of-use assets - 100,116 Non-current assets classified as held for sale $ 5,014 $ 200,130 Accounts payable and checks in excess of bank balance $ 1,111,557 $ 1,185,158 Accrued expenses 336,410 334,667 Current portion of right-of-use operating lease obligation - 91,166 Current portion of notes payable - - Current liabilities classified as held for sale $ 1,447,967 $ 1,610,991 Note payable $ - $ - Right-of-use operating lease obligation - 8,950 Non-current liabilities classified as held for sale $ - $ 8,950 Consolidated Discontinued Operations Assets and Liabilities: September 30, December 31, (unaudited) Cash $ - $ 31,430 Accounts receivable, net - 151,363 Prepaid expenses and other current assets - 1,717 Current assets classified as held for sale $ - $ 184,510 Property and equipment, net $ - $ 685 Deposits 5,014 100,014 Right-of-use assets - 100,116 Non-current assets classified as held for sale $ 5,014 $ 200,815 Accounts payable and checks issued in excess of bank balance $ 1,111,557 $ 1,911,378 Accrued expenses 336,410 1,642,950 Current portion of right-of-use operating lease obligation - 91,166 Current portion of notes payable - 168,751 Current liabilities classified as held for sale $ 1,447,967 $ 3,814,245 Note payable $ - $ 69,267 Right-of-use operating lease obligation - 8,950 Non-current liabilities classified as held for sale $ - $ 78,217 Major line items constituting income (loss) from discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 consisted of the following (unaudited): HTS and AMSG Income (Loss) from Discontinued Operations (unaudited): Three Months Three Months Ended Nine Months Nine Months Revenue from services $ - $ 174,941 $ 216,941 $ 437,119 Cost of services - 390 2,386 11,379 Gross profit - 174,551 214,555 425,740 Operating expenses - (258,710 ) (551,296 ) (509,989 ) Other income (expense) - (9,636 ) (9,577 ) (61,067 ) Gain on sale 576,787 - 11,303,939 - Provision for income taxes - - - - Income (loss) from discontinued operations $ 576,787 $ (93,795 ) $ 10,957,621 $ (145,316 ) The fair value of the InnovaQor Series B Preferred Stock that the Company received as consideration for the sale of $9.1 million was based on a third-party valuation using the Option Price Method (the “OPM”). The OPM treats common and preferred interests as call options on the equity value of the subject company, with exercise prices based on the liquidation preference of the preferred interests and participation thresholds for subordinated classes. The common interest is modeled as a call option that gives its owner the right but not the obligation to buy the enterprise value at a predetermined or exercise price. In the model, the exercise price is based on a comparison with the enterprise value rather than, as in the case of a “regular” call option, a comparison with a per share stock price. Thus, the common interest is considered to be a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the preferred interests are liquidated. The Black Scholes model was used to price the call options. The assumptions used were: risk free rate of 0.84%; volatility of 250.0%; and exit period of 5 years. Lastly, a discount rate of 35% was applied due to the lack of marketability of the InnovaQor Series B Preferred Stock and the underlying liquidity of InnovaQor’s common stock. EPIC Reference Labs, Inc. and Other Subsidiaries Income (Loss) from Discontinued Operations (unaudited): Three Months Three Months Ended Nine Months Nine Months Revenue from services $ - $ - $ - $ 441 Cost of services - - - - Gross profit - - - 441 Operating expenses (31,388 ) (41,439 ) (126,243 ) (106,704 ) Other income (expense) - (30,946 ) 48,770 87,286 Gain on sale - - - - Provision for income taxes - - - - Loss from discontinued operations $ (31,388 ) $ (72,385 ) $ (77,473 ) $ (18,977 ) Consolidated Income (Loss) from Discontinued Operations (unaudited): Three Months Three Months Ended Nine Months Nine Months Revenue from services $ - $ 174,941 $ 216,941 $ 437,560 Cost of services - 390 2,386 11,379 Gross profit - 174,551 214,555 426,181 Operating expenses (31,388 ) (300,149 ) (677,539 ) (616,693 ) Other income (expense) - (40,582 ) 39,193 26,219 Gain on sale 576,787 - 11,303,939 - Provision for income taxes - - - - Income (loss) from discontinued operations $ 545,399 $ (166,180 ) $ 10,880,148 $ (164,293 ) |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 15 – Recent Accounting Pronouncements 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). In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events PPP Notes On November 3, 2021, $ 0.8 Shareholder Proposals Effective November 5, 2021 On November 5, 2021, the Company filed an Amendment to its Articles of Incorporation, as amended (the “Amendment”), with the Secretary of State of Delaware to make effective the following proposals, which had previously been approved by the Company’s Board of Directors and stockholders: Proposal 1 10,000,000,000 50,000,000,000 Proposal 2 As a result of the Voting Agreement discussed in Note 11 and the two proposals above that became effective on November 5, 2021, 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. Issuances of Preferred Stock On October 28, 2021, the Company entered into the October 28 Agreement among the Company and certain existing institutional investors of the Company. The October 28 Agreement provides for the issuance of up to 4,400 shares of the Company’s Series O Preferred Stock at two closings of 2,200 shares each. The first closing occurred on October 28, 2021 in which the Company received $ 2.0 million. The second closing is expected to occur on or before December 1, 2021. The subsequent closing depends upon the Company’s satisfaction of certain conditions. If the second closing occurs, the Company will receive proceeds of $ 2.0 million. Debt Exchange and Amendment Agreements On November 7, 2021, the Company entered into Exchange and Amendment Agreements (the “November 2021 Exchange Agreements”) with certain institutional investors in the Company. In the November 2021 Exchange Agreements, the investors agreed to reduce their holdings of $ 1.1 million stated amount of outstanding warrant promissory notes payable and $ 4.5 million of outstanding non-convertible debentures, plus accrued interest thereon of approximately $ 1.4 million, by exchanging the indebtedness and accrued interest for 8,545 shares of the Company’s Series P Preferred Stock. The warrant promissory notes payable and the debentures are more fully discussed in Notes 6 and 7, respectively. After the exchange, the investors continue to own approximately $ 8.2 million of the outstanding debentures, plus the associated accrued interest of approximately $ 3.3 million. In addition, pursuant to the November 2021 Exchange Agreements, the expiration dates of the March Warrants that were issued by the Company to the investors in March 2017, as more fully described in Note 11, were extended from varying dates in March 2022 to March 21, 2024. The terms of the Series P Preferred Stock are set forth in the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2021, in particular: General 30,000 5,000,000 1,000 Voting Rights Dividends 10 provided however Rank Conversion 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 P Preferred Stock are prohibited from converting Series P Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 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. Liquidation Preference Redemption Issuances of Common Stock Subsequent to September 30, 2021 and through November 10, 2021, the Company issued 8.7 2,495.84 2.5 Potential Common Stock as of November 10, 2021 The following table presents the potential dilutive effect of our various equity-linked instruments as of November 10, 2021: Schedule of Dilutive Effect of Various Potential Common Shares November 10, Shares of common stock outstanding 13,491,000,000 Dilutive potential shares: Convertible preferred stock 174,319,763,738 Warrants 273,995,752,554 Convertible debt 14,443,166,667 Stock options 26 Total dilutive potential shares of common stock, including outstanding common stock 476,249,682,985 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Rennova Health, Inc. (“Rennova”, together with its subsidiaries, the “Company”, “we”, “us” or “our”) is a provider of health care services. The Company owns one operating hospital in Oneida, Tennessee, a hospital located in Jamestown, Tennessee that it plans to reopen and operate, a physician’s office in Jamestown, Tennessee that it plans to reopen and a rural clinic in Kentucky. The Company’s operations consist of one business segment. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the consolidated financial statements as filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of September 30, 2021, the results of its operations and changes in stockholders’ deficit for the three and nine months ended September 30, 2021 and 2020 and its cash flows for the nine months ended September 30, 2021 and 2020. Such adjustments are of a normal recurring nature. The results of operations for the nine months ended September 30, 2021 may not be indicative of results for the entire year ending December 31, 2021. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), include the accounts of Rennova and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) During the three and nine months ended September 30, 2021 and 2020, comprehensive income (loss) was equal to the net income (loss) amounts presented in the accompanying unaudited condensed consolidated statements of operations. |
Reclassifications | Reclassifications Certain items in the financial statements for the three and nine months ended September 30, 2020 were reclassified for comparison purposes. |
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 financial statements, and the reported amounts of net revenues and expenses during the reporting period. Significant estimates and assumptions include the estimates of fair values of assets acquired and liabilities assumed in business combinations, including hospital acquisitions, the fair values of consideration received from the sale of subsidiaries, reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, the valuation of equity and derivative instruments, 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. |
Reverse Stock Splits | Reverse Stock Splits 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 1-for-1,000 reverse stock split As a result of the Reverse Stock Splits, every 10,000 shares of the Company’s common stock then outstanding was combined and automatically converted into one share of the Company’s common stock every 1,000 shares of the Company’s then outstanding common stock was combined and automatically converted into one share of the Company’s common stock The par value and other terms of the common stock were not affected by the Reverse Stock Splits. The authorized capital of the Company of 10,000,000,000 5,000,000 Effective November 5, 2021, the Company increased the authorized shares of its common stock from 10,000,000,000 50,000,000,000 |
Sale of Health Technology Solutions, Inc. and Advanced Molecular Services Group, Inc. | Sale of Health Technology Solutions, Inc. and Advanced Molecular Services Group, Inc. On June 25, 2021, the Company sold its subsidiaries, Health Technology Solutions, Inc. (“HTS”) and Advanced Molecular Services Group, Inc. (“AMSG”), including their subsidiaries, to InnovaQor, Inc. (“InnovaQor”), formerly known as VisualMED Clinical Solutions Corp. HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. The financial results of HTS and AMSG, including the gain on sale, are reflected herein as discontinued operations. The sale is more fully discussed in Note 14. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Update (“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. We review our calculations for the realizability of gross 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 and within our service offerings. 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, if any. 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 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 and 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 net 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. Net 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 the three and nine months ended September 30, 2021 and 2020. 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 net 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 accounts receivable collection and write off data. We believe our quarterly updates to the estimated contractual allowance amounts and to the estimated implicit price concessions at each of our facilities provide reasonable estimates of our net revenues and valuation of our accounts receivable. For the three months ended September 30, 2021 and 2020, we recorded estimated contractual allowances of $ 6.8 14.0 1.9 2.2 16.2 32.9 6.2 6.2 |
Contractual Allowances and Doubtful Accounts Policy | Contractual Allowances and Doubtful Accounts Policy Accounts receivable are reported at realizable value, net of contractual allowances and estimated implicit price concessions (also referred to as 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 contractual allowances and doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues which may impact the 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 are recorded as an adjustment to revenues. As required by Topic 606, after estimated implicit price concessions and contractual and related allowance adjustments to revenues of $ 8.7 million and $ 16.2 million, respectively, for the three months ended September 30, 2021 and 2020, we reported net revenues of $ 1.0 million and $ 2.0 million, respectively. After estimated implicit price concessions and contractual and related allowance adjustments to revenues of $ 22.4 million and $ 39.1 million, respectively, for the nine months ended September 30, 2021 and 2020, we reported net revenues of $ 1.3 million and $ 5.9 million, respectively. We continue to review the provisions for implicit price concessions and contractual allowances. See Note 4 – Accounts Receivable and Income Tax Refunds Receivable. |
Leases in Accordance with ASU No. 2016-02 | Leases in Accordance with ASU No. 2016-02 We account for leases in accordance with ASU No. 2016-02, Leases (Topic 842) |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets We account for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant and Equipment The Company did not record an asset impairment charge during the three and nine months ended September 30, 2021 and 2020. |
Fair Value Measurements | Fair Value Measurements We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. We applied the Level 3 fair value hierarchy in determining the fair value of the InnovaQor Series B Preferred Stock on September 30, 2021 as more fully discussed in Note 14. |
Derivative Financial Instruments, Including the Adoption of ASU 2017-11 | Derivative Financial Instruments, 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 (loss) 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 stockholders 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). Deemed dividends represent the economic transfer of value to holders of equity-classified freestanding financial instruments when certain down round features (commonly referred to as “ratchets”) are present. The deemed dividends are presented as a reduction in net income or an increase in net loss available to common stockholders and a corresponding increase to additional paid-in-capital resulting in no change to stockholders’ equity/deficit. The incremental value of convertible debentures and warrants as a result of the down round provision features of $ 258.9 million and $ 59.8 million were recorded as deemed dividends for the three months ended September 30, 2021 and 2020, respectively. The incremental value of convertible debentures and warrants as a result of the down round provision features of $ 408.5 million and $ 59.8 million were recorded as deemed dividends for the nine months ended September 30, 2021 and 2020, respectively. In addition, we recorded deemed dividends during the three and nine months ended September 30, 2021 and 2020 as a result of: (i) the issuance of our Series M Convertible Redeemable Preferred Stock (the “Series M Preferred Stock”) on June 30, 2020; (ii) the issuance of warrants on August 27, 2021 in connection with the conversion of a portion of our Series M Preferred Stock; (iii) the issuance of our Series N Convertible Redeemable Preferred Stock (the “Series N Preferred Stock”) on August 31, 2020; and (iv) the extension of certain warrants during the three months ended September 30, 2021. Each of these transactions is more fully discussed in Note 11. See Note 10 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. 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 September 30, 2021 and December 31, 2020. |
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 (loss) per share. Basic earnings (loss) per share of common stock is calculated by dividing net earnings (loss) available to common stockholders 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 preferred stock, convertible debt, 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. See Note 3 for the computation of the loss per share for the three and nine months ended September 30, 2021 and 2020. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Available to Common stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share available to common stockholders during the three and nine months ended September 30, 2021 and 2020 (unaudited): Schedule of Earnings Per Share Available to Common stockholders 2021 2020 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net income (loss) from continuing operations $ 785,565 $ (6,025,885 ) $ (4,371,860 ) $ (9,697,922 ) Deemed dividends (259,530,999 ) (63,544,950 ) (409,142,478 ) (66,695,318 ) Net loss available to common stockholders, continuing operations (258,745,434 ) (69,570,835 ) (413,514,338 ) (76,393,240 ) Net income (loss) from discontinued operations 545,399 (166,180 ) 10,880,148 (164,293 ) Net loss available to common stockholders $ (258,200,035 ) $ (69,737,015 ) $ (402,634,190 ) $ (76,557,533 ) Denominator Basic and diluted weighted average shares of common stock outstanding 438,998,913 1,284 150,459,817 1,086 Loss per share available to common stockholders- basic and diluted: Continuing operations $ (0.59 ) $ (54,182.89 ) $ (2.75 ) $ (70,343.68 ) Discontinued operations $ 0.00 $ (129.42 ) $ 0.07 $ (151.28 ) Total basic and diluted $ (0.59 ) $ (54,312.31 ) $ (2.68 ) $ (70,494.96 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2021 and 2020, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 September 30, 2021 2020 Warrants 182,663,835,039 335,461 Convertible preferred stock 89,770,798,934 313,808 Convertible debentures 9,664,944,444 51,133 Stock options 26 26 Dilutive potential shares 282,099,578,443 700,428 |
Accounts Receivable and Incom_2
Accounts Receivable and Income Tax Refunds Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at September 30, 2021 (unaudited) and December 31, 2020 consisted of the following: Schedule of Accounts Receivable September 30, December 31, September 30, December 31, 2021 2020 Accounts receivable $ 9,626,490 $ 16,922,576 Less: Allowance for contractual obligations (6,788,342 ) (13,185,843 ) Allowance for doubtful accounts (992,330 ) (1,513,827 ) Accounts receivable owed under settlement/sales agreements (847,059 ) (1,723,452 ) Accounts receivable, net $ 998,759 $ 499,454 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at September 30, 2021 (unaudited) and December 31, 2020 consisted of the following: Schedule of Accrued Expenses September 30, December 31, 2021 2020 Accrued payroll and related liabilities $ 9,152,027 $ 8,263,940 HHS Provider Relief Funds (See Note 2) - 4,400,000 Accrued interest 5,989,653 4,728,942 Accrued legal 1,097,318 1,097,318 Other accrued expenses 1,203,166 645,369 Accrued expenses $ 17,442,164 $ 19,135,569 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company and its subsidiaries are party to a number of loans with third parties and related parties. At September 30, 2021 (unaudited) and December 31, 2020, notes payable consisted of the following: Schedule of Notes Payable Notes Payable – Third Parties September 30, December 31, Loan payable to TCA Global Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 16 Payable in various installments through May 4, 2022 (balance at September 30, 2021 as per settlement agreement – See Note 13) $ 500,000 $ 1,741,893 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 6 Principal and interest payments due annually from July 12, 2015 through July 12, 2017 291,557 297,068 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 Payment due in installments through November 2020 1,450,000 1,450,000 Notes payable under the PPP loans issued on April 20, 2020 through May 1, 2020 bearing interest at a rate of 1 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. 1,358,923 2,385,921 Installment promissory note dated January 29, 2020, less original issue discount of $ 0.1 22,500 34,000 - 108,350 Notes payable dated January 31, 2021 and February 16, 2021 due six months from the date of issuance. The notes bear interest at 10 100 245,000 - Notes payable to Western Healthcare, LLC dated August 10, 2021, in the aggregate principal amount of $ 2.4 18 0.2 2,152,961 - Warrant pre-payment promissory notes dated February 25, 2021, April 9, 2021, April 16, 2021 and April 22, 2021, non-interest bearing, $ 1,100,000 100,000 payable 12 months from the date of issuance 1,052,837 - Note payable 7,051,278 5,983,232 Less current portion (7,051,278 ) (4,786,976 ) Notes payable - third parties, net of current portion $ - $ 1,196,256 |
Schedule of Notes Payable - Related Parties | Schedule of Notes Payable - Related Parties September 30, December 31, (unaudited) Note payable to Christopher Diamantis due on demand and bearing interest at 10 $ 2,627,000 $ 2,097,000 Total note payable, related party 2,627,000 2,097,000 Less current portion of note payable, related party (2,627,000 ) (2,097,000 ) Total note payable, related party, net of current portion $ - $ - |
Debentures (Tables)
Debentures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debentures | The carrying amount of all outstanding debentures as of September 30, 2021 and December 31, 2020 is as follows: Schedule of Debentures September 30, 2021 December 31, 2020 (unaudited) Debentures $ 12,690,539 $ 12,690,539 Less current portion (12,690,539 ) (12,690,539 ) Debentures, net of current portion $ - $ - |
Finance and Operating Lease O_2
Finance and Operating Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Finance And Operating Lease Obligations | |
Schedule of Lease-related Assets and Liabilities | The following table presents our lease-related assets and liabilities at September 30, 2021 (unaudited) and December 31, 2020: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification September 30, 2021 December 31, 2020 Assets: Operating leases Right-of-use operating lease assets $ 877,412 $ 1,000,272 Finance leases Property and equipment, net 220,461 249,985 Total lease assets $ 1,097,873 $ 1,250,257 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 237,026 $ 172,952 Finance leases Current liabilities 220,461 249,985 Noncurrent: Operating leases Right-of-use operating lease obligations 640,386 827,320 Total lease liabilities $ 1,097,873 $ 1,250,257 Weighted-average remaining term: Operating leases 3.50 4.17 Finance leases 0 years 0 years Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance leases 4.9 % 4.9 % |
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 three months and nine months ended September 30, 2021 and 2020: Schedule of Information Related to Lease Expense for Finance and Operating Leases Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Finance lease expense: Depreciation/amortization of leased assets $ - $ - $ - $ 26,349 Interest on lease liabilities - - - 9,455 Operating leases: Short-term lease expense (1) 44,342 49,196 151,025 219,138 Total lease expense $ 44,342 $ 49,196 $ 151,025 $ 254,942 (1) 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 nine months ended September 30, 2021 and 2020: Schedule of Supplemental Cash Flow Information Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 168,923 $ 98,374 Operating cash flows for finance leases - 9,455 Financing cash flows for finance lease payments 29,524 200,709 |
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: Schedule of Future Minimum Rentals Under Right-to-use Operating and Finance Leases Right-of-Use Operating Leases Finance Leases Twelve months ended September 30, 2022 $ 337,357 $ 224,252 Twelve months ended September 30, 2023 307,082 - Twelve months ended September 30, 2024 217,839 - Twelve months ended September 30, 2025 223,795 - Twelve months ended September 30, 2026 18,650 - Thereafter - - Total 1,104,723 224,252 Less interest - - Present value of minimum lease payments $ 1,104,723 $ 224,252 Less current portion of lease obligations (227,311 ) (3,791 ) Lease obligations, net of current portion $ 877,412 $ 220,461 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [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 September 30, 2021 and December 31, 2020: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total (unaudited) As of December 31, 2020: InnovaQor Series B Preferred Stock $ - $ - $ - $ - Embedded conversion option of debenture - $ - $ 455,336 $ 455,336 Total $ - $ - $ 455,336 $ 455,336 As of September 30, 2021: InnovaQor Series B Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Embedded conversion option of debenture - - 455,336 455,336 Total $ - $ - $ 9,471,408 $ 9,471,408 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The following summarizes the information related to the number of shares of common stock issuable under outstanding warrants during the nine months ended September 30, 2021: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2020 4,571,165 $ 19.99 Issuance of warrants 47,500,000 0.007 Expiration of warrants (44,078,213 ) (0.3110 ) Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 182,655,951,726 - Balance at September 30, 2021 182,663,835,038 $ 0.00043 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash Flow Information | Schedule of Supplemental Disclosure of Cash Flow Information 2021 2020 Nine Months Ended September 30, 2021 2020 Cash paid for interest $ - $ 64,454 Cash paid for income taxes $ 281,025 $ - Non-cash investing and financing activities: Preferred stock of InnovaQor received from the sale of HTS and AMSG $ 9,117,500 $ - Net liabilities of HTS and AMSG transferred to InnovaQor 2,227,152 - Settlement of liability with InnovaQor preferred stock 60,714 - Issuance of notes payable in settlement of accounts payable and accrued expenses 2,352,961 - Series I-2 Preferred Stock converted into common stock - 277,994 Exchange of Series K Preferred Stock for Series L Preferred Stock - (2,500 ) Issuance of Series L Preferred Stock - 2,500 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 ) Deemed dividend from exchange of loans and accrued interest for Series M Preferred Stock - 3,150,368 Series M Preferred Stock converted/exchanged into common stock 1,189,650 - Deemed dividends from issuance of common stock warrants under exchange agreement 341,525 - 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 18,355,507 58 Deemed dividends from the issuance of Series N Preferred Stock - 3,720,718 Deemed dividends for trigger of down round provisions 408,509,361 59,824,232 Deemed dividends from extension of common stock warrants 291,592 - Original issue discounts on debt 52,836 108,958 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 sold or included as part of discontinued operations in the consolidated balance sheets as of September 30, 2021 and December 31, 2020 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement HTS and AMSG Assets and Liabilities: September 30, 2021 December 31, 2020 (unaudited) Cash $ $ 31,294 Accounts receivable, net - 151,363 Prepaid expenses and other current assets - 1,717 Current assets classified as held for sale $ - $ 184,374 Property and equipment, net $ - $ 685 Deposits - - Right-of-use assets - - Non-current assets classified as held for sale $ - $ 685 Accounts payable and checks issued in excess of bank balance $ - $ 726,220 Accrued expenses - 1,308,283 Current portion of right-of-use operating lease obligation - - Current portion of notes payable - 168,751 Current liabilities classified as held for sale $ - $ 2,203,254 Note payable $ - $ 69,267 Right-of-use operating lease obligation - - Non-current liabilities classified as held for sale $ - $ 69,267 EPIC Reference Labs, Inc. and Other Subsidiaries Assets and Liabilities: September 30, December 31, (unaudited) Cash $ - $ 136 Accounts receivable, net - - Prepaid expenses and other current assets - - Current assets classified as held for sale $ - $ 136 Property and equipment, net $ - $ - Deposits 5,014 100,014 Right-of-use assets - 100,116 Non-current assets classified as held for sale $ 5,014 $ 200,130 Accounts payable and checks in excess of bank balance $ 1,111,557 $ 1,185,158 Accrued expenses 336,410 334,667 Current portion of right-of-use operating lease obligation - 91,166 Current portion of notes payable - - Current liabilities classified as held for sale $ 1,447,967 $ 1,610,991 Note payable $ - $ - Right-of-use operating lease obligation - 8,950 Non-current liabilities classified as held for sale $ - $ 8,950 Consolidated Discontinued Operations Assets and Liabilities: September 30, December 31, (unaudited) Cash $ - $ 31,430 Accounts receivable, net - 151,363 Prepaid expenses and other current assets - 1,717 Current assets classified as held for sale $ - $ 184,510 Property and equipment, net $ - $ 685 Deposits 5,014 100,014 Right-of-use assets - 100,116 Non-current assets classified as held for sale $ 5,014 $ 200,815 Accounts payable and checks issued in excess of bank balance $ 1,111,557 $ 1,911,378 Accrued expenses 336,410 1,642,950 Current portion of right-of-use operating lease obligation - 91,166 Current portion of notes payable - 168,751 Current liabilities classified as held for sale $ 1,447,967 $ 3,814,245 Note payable $ - $ 69,267 Right-of-use operating lease obligation - 8,950 Non-current liabilities classified as held for sale $ - $ 78,217 Major line items constituting income (loss) from discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 consisted of the following (unaudited): HTS and AMSG Income (Loss) from Discontinued Operations (unaudited): Three Months Three Months Ended Nine Months Nine Months Revenue from services $ - $ 174,941 $ 216,941 $ 437,119 Cost of services - 390 2,386 11,379 Gross profit - 174,551 214,555 425,740 Operating expenses - (258,710 ) (551,296 ) (509,989 ) Other income (expense) - (9,636 ) (9,577 ) (61,067 ) Gain on sale 576,787 - 11,303,939 - Provision for income taxes - - - - Income (loss) from discontinued operations $ 576,787 $ (93,795 ) $ 10,957,621 $ (145,316 ) The fair value of the InnovaQor Series B Preferred Stock that the Company received as consideration for the sale of $9.1 million was based on a third-party valuation using the Option Price Method (the “OPM”). The OPM treats common and preferred interests as call options on the equity value of the subject company, with exercise prices based on the liquidation preference of the preferred interests and participation thresholds for subordinated classes. The common interest is modeled as a call option that gives its owner the right but not the obligation to buy the enterprise value at a predetermined or exercise price. In the model, the exercise price is based on a comparison with the enterprise value rather than, as in the case of a “regular” call option, a comparison with a per share stock price. Thus, the common interest is considered to be a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the preferred interests are liquidated. The Black Scholes model was used to price the call options. The assumptions used were: risk free rate of 0.84%; volatility of 250.0%; and exit period of 5 years. Lastly, a discount rate of 35% was applied due to the lack of marketability of the InnovaQor Series B Preferred Stock and the underlying liquidity of InnovaQor’s common stock. EPIC Reference Labs, Inc. and Other Subsidiaries Income (Loss) from Discontinued Operations (unaudited): Three Months Three Months Ended Nine Months Nine Months Revenue from services $ - $ - $ - $ 441 Cost of services - - - - Gross profit - - - 441 Operating expenses (31,388 ) (41,439 ) (126,243 ) (106,704 ) Other income (expense) - (30,946 ) 48,770 87,286 Gain on sale - - - - Provision for income taxes - - - - Loss from discontinued operations $ (31,388 ) $ (72,385 ) $ (77,473 ) $ (18,977 ) Consolidated Income (Loss) from Discontinued Operations (unaudited): Three Months Three Months Ended Nine Months Nine Months Revenue from services $ - $ 174,941 $ 216,941 $ 437,560 Cost of services - 390 2,386 11,379 Gross profit - 174,551 214,555 426,181 Operating expenses (31,388 ) (300,149 ) (677,539 ) (616,693 ) Other income (expense) - (40,582 ) 39,193 26,219 Gain on sale 576,787 - 11,303,939 - Provision for income taxes - - - - Income (loss) from discontinued operations $ 545,399 $ (166,180 ) $ 10,880,148 $ (164,293 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Schedule of Dilutive Effect of Various Potential Common Shares | The following table presents the potential dilutive effect of our various equity-linked instruments as of November 10, 2021: Schedule of Dilutive Effect of Various Potential Common Shares November 10, Shares of common stock outstanding 13,491,000,000 Dilutive potential shares: Convertible preferred stock 174,319,763,738 Warrants 273,995,752,554 Convertible debt 14,443,166,667 Stock options 26 Total dilutive potential shares of common stock, including outstanding common stock 476,249,682,985 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 16, 2021 | Jul. 08, 2021 | Jul. 31, 2020 | Jul. 22, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 05, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||
Reverse Stock Split | every 1,000 shares of the Company’s then outstanding common stock was combined and automatically converted into one share of the Company’s common stock | As a result of the Reverse Stock Splits, every 10,000 shares of the Company’s common stock then outstanding was combined and automatically converted into one share of the Company’s common stock | ||||||||||
Common stock shares authorized | 10,000,000,000 | 10,000,000,000 | 50,000,000,000 | 10,000,000,000 | ||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||||||||||
Estimated contractual allowances | $ 6,800,000 | $ 14,000,000 | $ 16,200,000 | $ 32,900,000 | ||||||||
Bad debt expenses | 1,900,000 | $ 1,900,000 | 2,200,000 | $ 2,200,000 | 6,200,000 | 6,200,000 | ||||||
Allowance for adjustment of revenue | 8,700,000 | 16,200,000 | 22,400,000 | 39,100,000 | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,010,245 | 1,950,698 | 1,288,402 | 5,860,807 | ||||||||
Deemed dividend | $ 258,900,000 | $ 59,800,000 | $ 408,500,000 | $ 59,800,000 | ||||||||
Forecast [Member] | ||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||
Common stock shares authorized | 50,000,000,000 | |||||||||||
Board Of Directors [Member] | ||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||
Reverse Stock Split | 1-for-1,000 reverse stock split | 1-for-10,000 reverse stock split | ||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 25, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Relief funds | $ 12,500,000 | ||||||||||
Revenue recognized amount | 12,400,000 | ||||||||||
Revenue recognized | $ 500,000 | $ 7,500,000 | $ 2,500,000 | 4,400,000 | $ 8,000,000 | ||||||
Working capital | 54,300,000 | ||||||||||
Stockholders deficit | 37,509,709 | 41,340,429 | 52,911,746 | $ 40,540,193 | 37,509,709 | 40,540,193 | $ 49,017,752 | $ 61,315,239 | $ 82,286,499 | $ 76,519,721 | |
Loss from continuing operations | $ 2,400,000 | $ 4,200,000 | 10,200,000 | 11,300,000 | |||||||
Cash used in operating activities | 5,689,943 | $ 13,522,634 | |||||||||
Advanced Molecular Services Group And Health Technology Solutions Inc [Member] | Visual M E D [Member] | |||||||||||
Disposal Group, Including Discontinued Operation, Liabilities | $ 2,200,000 | ||||||||||
Advanced Molecular Services Group And Health Technology Solutions Inc [Member] | Visual M E D [Member] | Series B Preferred Stock [Member] | |||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 9,100,000 | ||||||||||
Paycheck Protection Program Loan [Member] | |||||||||||
Revenue recognized | $ 100,000 | ||||||||||
Public Health And Social Services Emergency Fund [Member] | |||||||||||
Relief funds | $ 100,000,000,000 | ||||||||||
Provider Relief Funds [Member] | |||||||||||
Revenue recognized | $ 1,900,000 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share Available to Common stockholders (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) from continuing operations | $ 785,565 | $ (6,025,885) | $ (4,371,860) | $ (9,697,922) |
Deemed dividends | (259,530,999) | (63,544,950) | (409,142,478) | (66,695,318) |
Net loss available to common stockholders, continuing operations | (258,745,434) | (69,570,835) | (413,514,338) | (76,393,240) |
Net income (loss) from discontinued operations | 545,399 | (166,180) | 10,880,148 | (164,293) |
Net loss available to common stockholders | $ (258,200,035) | $ (69,737,015) | $ (402,634,190) | $ (76,557,533) |
Basic and diluted weighted average shares of common stock outstanding | 438,998,913 | 1,284 | 150,459,817 | 1,086 |
Continuing operations | $ (0.59) | $ (54,182.89) | $ (2.75) | $ (70,343.68) |
Discontinued operations | 0 | (129.42) | 0.07 | (151.28) |
Total basic and diluted | $ (0.59) | $ (54,312.31) | $ (2.68) | $ (70,494.96) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 282,099,578,443 | 700,428 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 182,663,835,039 | 335,461 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 89,770,798,934 | 313,808 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 9,664,944,444 | 51,133 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 26 | 26 |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - shares | Nov. 10, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common stock shares outstanding | 4,777,350,000 | 39,648 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common stock shares outstanding | 476,200,000,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable | $ 9,626,490 | $ 16,922,576 |
Allowance for contractual obligations | (6,788,342) | (13,185,843) |
Allowance for doubtful accounts | (992,330) | (1,513,827) |
Accounts receivable owed under settlement/sales agreements | (847,059) | (1,723,452) |
Accounts receivable, net | $ 998,759 | $ 499,454 |
Accounts Receivable and Incom_3
Accounts Receivable and Income Tax Refunds Receivable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Percentage of accounts receivable | 80.80% | 86.90% | ||||||
Accounts Receivable, Credit Loss Expense (Reversal) | $ 1,900,000 | $ 1,900,000 | $ 2,200,000 | $ 2,200,000 | $ 6,200,000 | $ 6,200,000 | ||
Accounts Receivable, Allowance for Credit Loss | 992,330 | 992,330 | $ 1,513,827 | |||||
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 500,000 | |||||||
Accounts Receivable, Sale | 3,300,000 | |||||||
Proceeds from Accounts Receivable Securitization | 2,200,000 | |||||||
Loan Processing Fee | 100,000 | |||||||
Gain (Loss) on Sale of Accounts Receivable | (591,563) | 1,200,000 | ||||||
Accounts Receivable, after Allowance for Credit Loss | 1,700,000 | |||||||
Amount need to be paid | 500,000 | |||||||
Gain from legal settlements | 3,157,203 | $ (23,652) | 3,179,393 | $ 1,096,613 | ||||
Income tax refunds | $ 0 | 300,000 | ||||||
Federal Net Operating Losses [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Income tax refunds | 1,100,000 | 1,400,000 | ||||||
Other Net Operating Losses [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Income tax refunds | 300,000 | $ 1,100,000 | ||||||
Two Thousand And Fifteen Federal Tax Return [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Income tax refunds | 300,000 | |||||||
Three Funding Parties [Member] | Sales Agreements [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Amount need to be paid | 900,000 | |||||||
Monthly payments | 52,941 | |||||||
Gain from legal settlements | $ 600,000 | $ 600,000 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related liabilities | $ 9,152,027 | $ 8,263,940 |
HHS Provider Relief Funds (See Note 2) | 4,400,000 | |
Accrued interest | 5,989,653 | 4,728,942 |
Accrued legal | 1,097,318 | 1,097,318 |
Other accrued expenses | 1,203,166 | 645,369 |
Accrued expenses | $ 17,442,164 | $ 19,135,569 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Employee-related Liabilities | $ 2.7 | $ 2.5 |
Accrued Payroll Taxes | $ 5 | $ 4.4 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Notes Payable Third Parties One [Member] | |||
Short-term Debt [Line Items] | |||
Original principal amount | $ 3,000,000 | ||
Debt instruments interest rate | 16.00% | ||
Debt maturity description | Payable in various installments through May 4, 2022 (balance at September 30, 2021 as per settlement agreement – See Note 13) | ||
Notes Payable Third Parties Two[Member] | |||
Short-term Debt [Line Items] | |||
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] | |||
Short-term Debt [Line Items] | |||
Original principal amount | $ 1,900,000 | $ 1,900,000 | |
Debt maturity description | Payment due in installments through November 2020 | Payment 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] | |||
Short-term Debt [Line Items] | |||
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 PartiesFive [Member] | |||
Short-term Debt [Line Items] | |||
Original principal amount | $ 100,000 | ||
Notes Payable Third PartiesFive [Member] | Minimum [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument periodic payment | $ 22,500 | 22,500 | |
Notes Payable Third PartiesFive [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument periodic payment | $ 34,000 | $ 34,000 | |
Notes Payable Third Parties Six [Member] | |||
Short-term Debt [Line Items] | |||
Debt instruments interest rate | 10.00% | ||
Share receivable | 100 | ||
Notes Payable Third Parties Seven [Member] | |||
Short-term Debt [Line Items] | |||
Original principal amount | $ 2,400,000 | $ 2,400,000 | |
Debt maturity description | payable 12 months from the date of issuance | payable 12 months from the date of issuance | |
Debt instrument periodic payment | $ 200,000 | $ 200,000 | |
Notes Payable Third Parties Seven [Member] | Paycheck Protection Program [Member] | |||
Short-term Debt [Line Items] | |||
Debt instruments interest rate | 18.00% | 18.00% |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Note payable | $ 7,051,278 | $ 5,983,232 |
Less current portion | (7,051,278) | (4,786,976) |
Notes payable - third parties, net of current portion | 1,196,256 | |
Notes Payable Third Parties One [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 500,000 | 1,741,893 |
Original principal amount | 3,000,000 | |
Notes Payable Third Parties Two[Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 291,557 | 297,068 |
Original principal amount | 500,000 | 500,000 |
Notes Payable Third Parties Three[Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 1,450,000 | 1,450,000 |
Original principal amount | 1,900,000 | 1,900,000 |
Original issue discount | 300,000 | 300,000 |
Notes Payable Third Parties Four [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 1,358,923 | 2,385,921 |
Notes Payable Third PartiesFive [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 108,350 | |
Original principal amount | 100,000 | |
Notes Payable Third Parties Six [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 245,000 | |
Notes Payable Third Parties Seven [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 2,152,961 | |
Original principal amount | 2,400,000 | 2,400,000 |
Notes Payable Third Parties Eight [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 1,052,837 | |
Original principal amount | 1,100,000 | 1,100,000 |
Original issue discount | $ 100,000 | $ 100,000 |
Schedule of Notes Payable - Rel
Schedule of Notes Payable - Related Parties (Details) (Parenthetical) | Sep. 30, 2021 | Dec. 31, 2020 |
MrChristopher Diamantis [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Debt interest rate | 10.00% | 10.00% |
Schedule of Notes Payable - R_2
Schedule of Notes Payable - Related Parties (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total note payable, related party | $ 2,627,000 | $ 2,097,000 |
Less current portion of note payable, related party | (2,627,000) | (2,097,000) |
Total note payable, related party, net of current portion | ||
Loan Payablet To Christopher Diamantis [Member] | ||
Short-term Debt [Line Items] | ||
Total note payable, related party | $ 2,627,000 | $ 2,097,000 |
Schedule of Debentures (Details
Schedule of Debentures (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Debentures | $ 12,690,539 | $ 12,690,539 |
Less current portion | (12,690,539) | (12,690,539) |
Debentures, net of current portion |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 14, 2021 | May 01, 2020 | Jan. 29, 2020 | Sep. 27, 2019 | Aug. 31, 2021 | May 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Nov. 03, 2021 | Aug. 10, 2021 | May 05, 2021 | Apr. 16, 2021 | Dec. 31, 2020 | Apr. 20, 2020 | Feb. 29, 2020 | Nov. 03, 2016 |
Short-term Debt [Line Items] | ||||||||||||||||||||
Amount yet be paid related party | $ 500,000 | |||||||||||||||||||
Accrued interest payable | $ 200,000 | 200,000 | ||||||||||||||||||
Repayments of Debt | $ 920,000 | |||||||||||||||||||
Notes Payable | 7,051,278 | 7,051,278 | $ 5,983,232 | |||||||||||||||||
Proceeds from Notes Payable | 1,245,000 | 1,198,835 | ||||||||||||||||||
Amortization of Debt Discount (Premium) | 113,552 | 108,958 | ||||||||||||||||||
Repayments of loan | 360,000 | 4,187,387 | ||||||||||||||||||
Debt instrumen carrying value | $ 12,690,539 | 12,690,539 | $ 12,690,539 | |||||||||||||||||
Investor [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Principal amount | $ 1,100,000 | |||||||||||||||||||
Proceeds from issuance of debt | $ 1,000,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 18.00% | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 25,205 | $ 52,836 | ||||||||||||||||||
Diamantis [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Accrued interest payable | $ 700,000 | |||||||||||||||||||
Payment amount | $ 1,000,000 | |||||||||||||||||||
Principal amount | 1,900,000 | 1,500,000 | ||||||||||||||||||
Repayments of Debt | $ 2,200,000 | 450,000 | ||||||||||||||||||
Proceeds from issuance of debt | 1,500,000 | $ 2,200,000 | ||||||||||||||||||
Original issue discount | 300,000 | |||||||||||||||||||
Debt Issuance Costs, Net | $ 100,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 8, 2019 | |||||||||||||||||||
Notes Payable | $ 2,200,000 | |||||||||||||||||||
MrChristopher Diamantis [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | |||||||||||||||||
Loans payable | $ 900,000 | $ 4,600,000 | $ 900,000 | 4,600,000 | ||||||||||||||||
Repayments of loan | 400,000 | 4,200,000 | ||||||||||||||||||
Debt instrumen carrying value | 18,800,000 | 18,800,000 | ||||||||||||||||||
MrDiamantis [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Accrued interest payable | $ 300,000 | 300,000 | $ 200,000 | |||||||||||||||||
Repayments of Debt | $ 1,500,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||
Accrued and unpaid interest | $ 0 | $ 55,000 | $ 100,000 | $ 500,000 | ||||||||||||||||
Tegal Notes [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Accrued interest payable | $ 43,000 | |||||||||||||||||||
Principal amount | $ 341,612 | |||||||||||||||||||
Repayments of Debt | 50,055 | |||||||||||||||||||
Remaining Principal [Member] | Diamantis [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Payment amount | $ 900,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 26, 2019 | |||||||||||||||||||
PPP Notes [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Proceeds from Notes Payable | $ 2,400,000 | |||||||||||||||||||
Debt Instrument, Term | 2 years | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||||||
PPP Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Principal amount | $ 800,000 | |||||||||||||||||||
Ponte Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Principal amount | $ 1,200,000 | |||||||||||||||||||
Original issue discount | $ 100,000 | |||||||||||||||||||
Debt instrument maturity date description | due on or before February 5, 2020 through on or before October 21, 2020, the maturity date. | |||||||||||||||||||
Late payment fee percentage | 10.00% | |||||||||||||||||||
Ponte Note [Member] | Minimum [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Payment amount | $ 22,500 | |||||||||||||||||||
Ponte Note [Member] | Maximum [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Payment amount | $ 34,000 | |||||||||||||||||||
Installment Note [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Penalties | 9,850 | 9,850 | ||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Principal amount | $ 125,000 | |||||||||||||||||||
TCA Debenture [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Accrued interest payable | $ 2,200,000 | 2,200,000 | ||||||||||||||||||
Payment amount | 300,000 | |||||||||||||||||||
Monthly installments | $ 50,000 | |||||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Accrued interest payable | $ 15,000 | |||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||||
Paycheck Protection Program [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Debt instrument forgiven | $ 800,000 | |||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Repayments of loan | $ 52,941 | |||||||||||||||||||
Settlement Agreement [Member] | Western Health Care [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||
Monthly installments | $ 200,000 | |||||||||||||||||||
Principal amount | $ 2,400,000 | |||||||||||||||||||
Proceeds from issuance of debt | $ 200,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% |
Debentures (Details Narrative)
Debentures (Details Narrative) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Short-term Debt [Line Items] | |||||
Long-term Debt | $ 12,700,000 | ||||
Long-term Debt, Gross | $ 12,690,539 | $ 12,690,539 | $ 12,690,539 | ||
Debenture [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 18.00% | |||
Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest expenses on debentures | $ 600,000 | $ 1,500,000 | $ 1,700,000 | $ 5,400,000 | |
Convertible Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Long-term Debt, Gross | $ 2,600,000 | $ 2,600,000 | |||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 9,600 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.00027 | $ 0.00027 | |||
Convertible Debentures [Member] | Reverse Stock Splits [Member] | |||||
Short-term Debt [Line Items] | |||||
Long-term Debt, Gross | $ 5,600,000 | $ 5,600,000 | |||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 108.5 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.052 | $ 0.052 | |||
NonConvertible Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Long-term Debt, Gross | $ 4,500,000 | $ 4,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Insurance services revenue | $ 51,229 | $ 51,229 | ||
Alcimede LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees | $ 100,000 | $ 100,000 | 300,000 | $ 300,000 |
InnovaQor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Working capital | $ 200,000 |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Finance And Operating Lease Obligations | ||
Operating Lease, Right-of-Use Asset | $ 877,412 | $ 1,000,272 |
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | 220,461 | 249,985 |
Lease assets | 1,097,873 | 1,250,257 |
Operating Lease, Liability, Current | 237,026 | 172,952 |
Finance Lease, Liability, Current | 220,461 | 249,985 |
Operating Lease, Liability, Noncurrent | 640,386 | 827,320 |
Total lease liabilities | $ 1,097,873 | $ 1,250,257 |
Weighted-average remaining term: Operating leases | 3 years 6 months | 4 years 2 months 1 day |
Weighted-average remaining term: Finance leases | 0 years | 0 years |
Weighted-average discount rate: Operating leases | 13.00% | 13.00% |
Weighted-average discount rate: Finance leases | 4.90% | 4.90% |
Schedule of Information Related
Schedule of Information Related to Lease Expense for Finance and Operating Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Finance And Operating Lease Obligations | |||||
Depreciation/amortization of leased assets | $ 26,349 | ||||
Interest on lease liabilities | 9,455 | ||||
Short-term Lease, Cost | [1] | 44,342 | 49,196 | 151,025 | 219,138 |
Total lease expense | $ 44,342 | $ 49,196 | $ 151,025 | $ 254,942 | |
[1] | Expenses are included in general and administrative expenses in the consolidated statements of operations. |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finance And Operating Lease Obligations | ||
Operating cash flows for operating leases | $ 168,923 | $ 98,374 |
Operating cash flows for finance leases | 9,455 | |
Financing cash flows for finance lease payments | $ 29,524 | $ 200,709 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rentals Under Right-to-use Operating and Finance Leases (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Finance And Operating Lease Obligations | ||
Twelve months ended June 30, 2022, Right-to-Use Operating Leases | $ 337,357 | |
Twelve months ended June 30, 2022, Finance Leases | $ 224,252 | |
Twelve months ended June 30, 2023, Right-to-Use Operating Leases | 307,082 | |
Twelve months ended June 30, 2023, Finance Leases | ||
Twelve months ended June 30, 2024, Right-to-Use Operating Leases | 217,839 | |
Twelve months ended June 30, 2024, Finance Leases | ||
Twelve months ended June 30, 2025, Right-to-Use Operating Leases | 223,795 | |
Twelve months ended June 30, 2025, Finance Leases | ||
Twelve months ended June 30, 2026, Right-to-Use Operating Leases | 18,650 | |
Twelve months ended June 30, 2026, Finance Leases | ||
Thereafter, Right-to-Use Operating Leases | ||
Thereafter, Finance Leases | ||
Total, Right-to-Use Operating Leases | 1,104,723 | |
Total, Finance Leases | 224,252 | |
Less interest, Right-to-Use Operating Leases | ||
Less interest, Finance Leases | ||
Present value of minimum lease payments, Right-to-Use Operating Leases | 1,104,723 | |
Present value of minimum lease payments, Finance Leases | 224,252 | |
Less current portion of lease obligations, Finance Leases | (227,311) | (3,791) |
Lease obligations, net of current portion, Finance Leases | $ 877,412 | $ 220,461 |
Finance and Operating Lease O_3
Finance and Operating Lease Obligations (Details Narrative) $ in Millions | Sep. 30, 2021USD ($) |
Finance And Operating Lease Obligations | |
Future minimum lease payments and accrued interest | $ 0.2 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | $ 9,471,408 | $ 455,336 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 9,471,408 | 455,336 |
InnovaQor Series B Preferred Stock [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 9,016,072 | |
InnovaQor Series B Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
InnovaQor Series B Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
InnovaQor Series B Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 9,016,072 | |
Embedded Conversion Options [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 455,336 | 455,336 |
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | $ 455,336 | $ 455,336 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative Liability, Current | $ 455,336 | $ 455,336 | $ 455,336 | ||
Percentage of market price | 85.00% | ||||
Fair Value Conversion Option | $ 0 | ||||
Dividends | $ 259,200,000 | $ 408,500,000 | $ 59,800,000 | ||
Derivative [Member] | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.04% | 0.09% | 0.04% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 25.00% | 25.00% | 134.30% | ||
Derivative [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumptions measurement input weighted average remaining term | 3 months | ||||
Derivative [Member] | Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.55% | 0.12% | 0.55% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 574.00% | 208.20% | |||
Derivative [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumptions measurement input weighted average remaining term | 3 years | 1 year 5 months 26 days | 3 years |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares of Common Stock Issuable for Warrants, expiration of warrants | $ | $ (44,078,213) |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares of Common Stock Issuable for Warrants, Beginning Balance | shares | 4,571,165 |
Weighted average exercise price, Beginning Balance | $ 19.99 |
Number of Shares of Common Stock Issuable for Warrants, issuance of warrants | $ | $ 47,500,000 |
Weighted average exercise price issuance of warrants | $ 0.007 |
Weighted average exercise price expiration of warrants | $ (0.3110) |
Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions | shares | 182,655,951,726 |
Number of Shares of Common Stock Issuable for Warrants, Ending Balance | shares | 182,663,835,038 |
Weighted average exercise price, Ending Balance | $ 0.00043 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) | Oct. 28, 2021shares | Sep. 30, 2021$ / sharesshares | Aug. 10, 2021shares | Jun. 25, 2021shares | Sep. 30, 2020$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Nov. 10, 2021shares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Nov. 07, 2021 | Nov. 05, 2021shares | Nov. 04, 2021shares | Aug. 27, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Aug. 31, 2020shares | May 05, 2020shares | May 04, 2020shares |
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 50,000,000,000 | 10,000,000,000 | ||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||
Preferred stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||
Gain on extinguishment of debt | $ | $ 1,027,000 | $ 389,864 | $ 1,027,000 | $ 389,864 | |||||||||||||||||
Warrant dividend value | $ | $ 259,200,000 | 408,500,000 | 59,800,000 | ||||||||||||||||||
Proceeds from Issuance of Preferred Stock | $ | $ 5,000,000 | ||||||||||||||||||||
Number of share issue | 14,000 | 950 | |||||||||||||||||||
Common Stock, Shares, Outstanding | 4,777,350,000 | 4,777,350,000 | 4,777,350,000 | 39,648 | |||||||||||||||||
Common Stock, Shares, Issued | 4,777,350,000 | 4,777,350,000 | 4,777,350,000 | 39,648 | |||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2,992,125 | $ 2,992,125 | $ 2,992,125 | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | ||||||||||||||||||
Warrants and rights outstanding, term | 6 months | 6 months | 6 months | ||||||||||||||||||
March 2017 Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.00027 | $ 0.00027 | $ 0.00027 | ||||||||||||||||||
Number of warrants exercisable into common stock | 66,500,000,000 | ||||||||||||||||||||
Two Thousand And Seven Equity Plan [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 26 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock shares authorized | 50,000,000,000 | 10,000,000,000 | |||||||||||||||||||
Number of share issue | 8,700,000,000 | ||||||||||||||||||||
Common Stock, Shares, Outstanding | 476,200,000,000 | ||||||||||||||||||||
Warrants maturity date | Mar. 21, 2024 | ||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrant measurement input | 0.05 | 0.05 | 0.05 | ||||||||||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrant measurement input | 230 | 230 | 230 | ||||||||||||||||||
Board Of Directors [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||
Preferred Stock, Shares Issued | 10,000 | 10,000 | 10,000 | ||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued upon conversion, value | 250,000 | ||||||||||||||||||||
Exchange Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Equity Securities, FV-NI, Measurement Input | 0.41 | 0.41 | 0.41 | ||||||||||||||||||
Exchange Agreement [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Equity Securities, FV-NI, Measurement Input | 364 | 364 | 364 | ||||||||||||||||||
Exchange Agreement [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Equity securities measurement input term | 3 years | ||||||||||||||||||||
Exchange Agreement [Member] | Diamantis [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 95,000,000 | ||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.00027 | $ 0.00027 | $ 0.00027 | ||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of share issue | 250,000 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrant dividend value | $ | $ 300,000 | $ 300,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Period Increase (Decrease) | 182,655,951,726 | ||||||||||||||||||||
Proceeds from Issuance of Warrants | $ | $ 47,500,000 | ||||||||||||||||||||
Warrant [Member] | Exchange Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrant dividend value | $ | $ 300,000 | $ 300,000 | |||||||||||||||||||
Warrant [Member] | Exchange Agreement [Member] | Diamantis [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock shares authorized | 47,500,000 | ||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.007 | ||||||||||||||||||||
Warrants exercisable term | three-year | ||||||||||||||||||||
Warrant [Member] | Exchange Agreements [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants exercisable into common stock | 1,200,000,000 | ||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants issued | 4 years 7 months 13 days | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 182,700,000,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Period Increase (Decrease) | 182,700,000,000 | ||||||||||||||||||||
March Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Period Increase (Decrease) | 177,800,000,000 | ||||||||||||||||||||
Series B Warrant [Member] | March 2017 Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants exercisable into common stock | 42,600,000,000 | ||||||||||||||||||||
Series B Warrants [Member] | March 2017 Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants exercisable into common stock | 68,700,000,000 | ||||||||||||||||||||
Series C Warrant [Member] | March 2017 Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | ||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | |||||||||||||||||
Preferred stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | |||||||||||||||||
Preferred Stock, Shares Issued | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | |||||||||||||||||
Series H Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 14,202 | 14,202 | 14,202 | ||||||||||||||||||
Preferred stock par value | $ / shares | $ 0.01 | ||||||||||||||||||||
Preferred Stock, Shares Outstanding | 10 | 10 | 10 | 10 | |||||||||||||||||
Number of shares issued upon conversion, value | 37,000,000 | 37,000,000 | 37,000,000 | ||||||||||||||||||
Series H Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued upon conversion, value | 1 | 1 | 1 | ||||||||||||||||||
Series L Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 250,000 | 250,000 | 250,000 | 250,000 | |||||||||||||||||
Preferred stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 250,000 | 250,000 | 250,000 | 250,000 | |||||||||||||||||
Preferred Stock, Shares Issued | 250,000 | 250,000 | 250,000 | 250,000 | |||||||||||||||||
Series L Preferred Stock [Member] | Exchange Agreement [Member] | Alcimede LLC [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued upon conversion, value | 250,000 | ||||||||||||||||||||
Series M Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 30,000 | 30,000 | 30,000 | 30,000 | |||||||||||||||||
Preferred stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 20,810 | 20,810 | 20,810 | 22,000 | |||||||||||||||||
Exchange of shares | 570 | ||||||||||||||||||||
Debt and accrued interest | $ | $ 22,000,000 | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ | $ 600,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 619.65 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 95,000,000 | ||||||||||||||||||||
Preferred Stock, Shares Issued | 20,810 | 20,810 | 20,810 | 22,000 | |||||||||||||||||
Conversion of Stock, Shares Issued | 450,000 | ||||||||||||||||||||
Series M Preferred Stock [Member] | Diamantis [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 30,000 | 5,000,000 | 30,000 | 5,000,000 | 30,000 | |||||||||||||||
Preferred stock par value | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||
Gain on extinguishment of debt | $ | $ 18,800,000 | ||||||||||||||||||||
Exchange of shares | 22,000 | ||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||
Warrant dividend value | $ | $ 3,200,000 | ||||||||||||||||||||
Debt and accrued interest | $ | $ 18,800,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 610.65 | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ | $ 600,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 450,000 | ||||||||||||||||||||
Series M Preferred Stock [Member] | Exchange Agreement [Member] | Diamantis [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 570 | ||||||||||||||||||||
Series M Preferred Stock [Member] | Warrant [Member] | Exchange Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Proceeds from Issuance of Warrants | $ | $ 47,500,000 | ||||||||||||||||||||
Series N Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||||
Preferred stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 11,084 | 11,084 | 11,084 | 29,434 | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 18,355.5 | 131 | |||||||||||||||||||
Equity, Fair Value Adjustment | $ | $ 1,650,000 | $ 300,000 | |||||||||||||||||||
Interest Expense | $ | 2,300,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Units | $ | $ 100,000 | ||||||||||||||||||||
Preferred Stock, Shares Issued | 11,084 | 589 | 11,084 | 589 | 11,084 | 589 | 29,434 | ||||||||||||||
Conversion of Stock, Shares Issued | 589 | ||||||||||||||||||||
Series N Preferred Stock [Member] | Exchange and Redemption Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Gain on extinguishment of debt | $ | $ 400,000 | ||||||||||||||||||||
Series N Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred Stock, Shares Outstanding | 11,084 | 11,084 | 11,084 | ||||||||||||||||||
Series O Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||
Preferred stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 5,500 | 5,500 | 5,500 | 0 | |||||||||||||||||
Preferred stock, stated value | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 1,100 | ||||||||||||||||||||
Preferred Stock, Shares Issued | 5,500 | 5,500 | 5,500 | 5,500 | 0 | ||||||||||||||||
Proceeds from Issuance of Preferred Stock | $ | $ 2,500,000 | $ 2,500,000 | $ 5,000,000 | ||||||||||||||||||
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 O Preferred Stock are prohibited from converting Series O Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 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. | ||||||||||||||||||||
Series O Preferred Stock [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of share issue | 4,400 | ||||||||||||||||||||
Series O Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred Stock, Shares Issued | 4,400 | ||||||||||||||||||||
Series O Preferred Stock [Member] | Second Securities Purchase Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 550 | ||||||||||||||||||||
Preferred Stock, Shares Issued | 1,100 | 1,100 | 1,100 | ||||||||||||||||||
Series K Preferred Stock [Member] | Exchange Agreement [Member] | Alcimede LLC [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued upon conversion, value | 250,000 | ||||||||||||||||||||
Series I-1 and Series I-2 Preferred Stock [Member] | Exchange and Redemption Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 30,435.52 | ||||||||||||||||||||
Warrant dividend value | $ | $ 3,700,000 | ||||||||||||||||||||
Series N Preferred Stocks [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 18,350.1 | ||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Units | $ | $ 18,400,000 | ||||||||||||||||||||
Preferred Stock, Shares Issued | 4,700,000,000 | 4,700,000,000 | 4,700,000,000 | ||||||||||||||||||
Series O Preferred Stock Two [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of share issue | 2,200 | ||||||||||||||||||||
Series I-2 Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 236.3 | ||||||||||||||||||||
Conversion of Stock, Shares Issued | 313 |
Schedule of Supplemental Disclo
Schedule of Supplemental Disclosure of Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 64,454 | |
Cash paid for income taxes | 281,025 | |
Preferred stock of InnovaQor received from the sale of HTS and AMSG | 9,117,500 | |
Net liabilities of HTS and AMSG transferred to InnovaQor | 2,227,152 | |
Settlement of liability with InnovaQor preferred stock | 60,714 | |
Issuance of notes payable in settlement of accounts payable and accrued expenses | 2,352,961 | |
Series I-2 Preferred Stock converted into common stock | 277,994 | |
Exchange of Series K Preferred Stock for Series L Preferred Stock | (2,500) | |
Issuance of Series L Preferred Stock | 2,500 | |
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) | |
Deemed dividend from exchange of loans and accrued interest for Series M Preferred Stock | 3,150,368 | |
Series M Preferred Stock converted/exchanged into common stock | 1,189,650 | |
Deemed dividends from issuance of common stock warrants under exchange agreement | 341,525 | |
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 | 18,355,507 | 58 |
Deemed dividends from the issuance of Series N Preferred Stock | 3,720,718 | |
Deemed dividends for trigger of down round provisions | 408,509,361 | 59,824,232 |
Deemed dividends from extension of common stock warrants | 291,592 | |
Original issue discounts on debt | $ 52,836 | $ 108,958 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 31, 2021 | Sep. 15, 2021 | Sep. 14, 2021 | Feb. 08, 2017 | Jan. 24, 2017 | Feb. 28, 2021 | May 31, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 30, 2019 | May 31, 2019 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Feb. 29, 2020 | Dec. 07, 2016 | Nov. 30, 2016 | Sep. 27, 2016 |
Income tax liability | $ 1,000,000 | ||||||||||||||||||
Income Taxes Receivable | $ 300,000 | $ 900,000 | |||||||||||||||||
Repayments of Debt | $ 920,000 | ||||||||||||||||||
Interest Payable | 200,000 | ||||||||||||||||||
Repayments of Notes Payable | 350,508 | 1,552,748 | |||||||||||||||||
Repayments of Related Party Debt | 360,000 | 4,187,387 | |||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||
Litigation Settlement, Amount Awarded from Other Party | $ 3,201 | $ 109,739 | |||||||||||||||||
Repayments of Related Party Debt | $ 52,941 | ||||||||||||||||||
Settlement Agreement [Member] | Two Monthly [Member] | |||||||||||||||||||
Repayments of Related Party Debt | $ 900,000 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Settlement amount | $ 425,000 | ||||||||||||||||||
Febuary Two Thousand And Twenty Two [Member] | |||||||||||||||||||
Legal Fees | 50,000 | ||||||||||||||||||
August Fifteen Two Thousand And Twenty One [Member] | Settlement Agreement [Member] | |||||||||||||||||||
Litigation Settlement, Amount Awarded from Other Party | 32,922 | ||||||||||||||||||
Holders of Tegal Notes [Member] | |||||||||||||||||||
Equiment lease outstanding balance | $ 341,612 | ||||||||||||||||||
Interest Payable | $ 43,000 | ||||||||||||||||||
Repayments of Notes Payable | 50,055 | ||||||||||||||||||
MrDiamantis [Member] | |||||||||||||||||||
Repayments of Debt | 1,500,000 | ||||||||||||||||||
Interest Payable | 300,000 | $ 200,000 | |||||||||||||||||
Payment in settlement of judgment | $ 2,158,168 | $ 700,000 | |||||||||||||||||
Penality Interest rate | 20.00% | ||||||||||||||||||
MrDiamantis [Member] | Promissory Note [Member] | |||||||||||||||||||
Due to Related Parties | $ 2,000,000 | ||||||||||||||||||
Florida Department of Revenue [Member] | |||||||||||||||||||
Income Tax Examination, Penalties and Interest Accrued | $ 900,000 | ||||||||||||||||||
Due to Related Parties | $ 400,000 | ||||||||||||||||||
DeLage Landen Financial Services, Inc. [Member] | |||||||||||||||||||
Litigation Settlement, Amount Awarded from Other Party | $ 1,000,000 | ||||||||||||||||||
Implicit interest rate | 4.97% | ||||||||||||||||||
Equiment lease outstanding balance | 200,000 | ||||||||||||||||||
2015 Federal Income Tax Audit [Member] | |||||||||||||||||||
Income tax liability | 800,000 | ||||||||||||||||||
Income Taxes Receivable | 1,100,000 | ||||||||||||||||||
Repayments of Debt | 300,000 | ||||||||||||||||||
EPIC Reference Laboratories, Inc. [Member] | |||||||||||||||||||
Settlement Liabilities, Current | $ 1,100,000 | ||||||||||||||||||
Litigation Settlement, Amount Awarded from Other Party | $ 155,000 | ||||||||||||||||||
Medytox Solutions, Inc [Member] | |||||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 2,030,000 | ||||||||||||||||||
Shared Medical Services, Inc [Member] | |||||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 90,000 | ||||||||||||||||||
Legal Fees | $ 100,000 | ||||||||||||||||||
CHSPCS [Member] | |||||||||||||||||||
Payment in settlement of judgment | $ 130,000 | ||||||||||||||||||
Settlement amount | $ 592,650 | ||||||||||||||||||
Morrison Management Specialists, Inc [Member] | |||||||||||||||||||
Settlement amount | $ 194,455 | ||||||||||||||||||
Newstat, PLLC [Member] | |||||||||||||||||||
Settlement amount | $ 190,600 |
Schedule of Discontinued Operat
Schedule of Discontinued Operation of Balance Sheet and Operation Statement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | $ 31,430 | ||||
Accounts receivable, net | 151,363 | ||||
Prepaid expenses and other current assets | 1,717 | ||||
Current assets classified as held for sale | 184,510 | ||||
Property and equipment, net | 685 | ||||
Deposits | 5,014 | 5,014 | 100,014 | ||
Right of use assets | 100,116 | ||||
Non-current assets classified as held for sale | 5,014 | 5,014 | 200,815 | ||
Accounts payable and checks issued in excess of bank balance | 1,111,557 | 1,111,557 | 1,911,378 | ||
Accrued expenses | 336,410 | 336,410 | 1,642,950 | ||
Current portion of right-of-use operating lease obligation | 91,166 | ||||
Current portion of notes payable | 168,751 | ||||
Current liabilities classified as held for sale | 1,447,967 | 1,447,967 | 3,814,245 | ||
Note payable | 69,267 | ||||
Right-of-use operating lease obligation | 8,950 | ||||
Liabilities classified as held for sale | 78,217 | ||||
Revenue from services | $ 174,941 | 216,941 | $ 437,560 | ||
Cost of services | 390 | 2,386 | 11,379 | ||
Gross profit | 174,551 | 214,555 | 426,181 | ||
Operating expenses | (31,388) | (300,149) | (677,539) | (616,693) | |
Other income (expense) | (40,582) | 39,193 | 26,219 | ||
Gain on sale | 576,787 | 11,303,939 | |||
Provision for income taxes | |||||
Income (loss) from discontinued operations | 545,399 | (166,180) | 10,880,148 | (164,293) | |
Advanced Molecular Services Group And Health Technology Solutions Inc [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | 31,294 | ||||
Accounts receivable, net | 151,363 | ||||
Prepaid expenses and other current assets | 1,717 | ||||
Current assets classified as held for sale | 184,374 | ||||
Property and equipment, net | 685 | ||||
Deposits | |||||
Right of use assets | |||||
Non-current assets classified as held for sale | 685 | ||||
Accounts payable and checks issued in excess of bank balance | 726,220 | ||||
Accrued expenses | 1,308,283 | ||||
Current portion of right-of-use operating lease obligation | |||||
Current portion of notes payable | 168,751 | ||||
Current liabilities classified as held for sale | 2,203,254 | ||||
Note payable | 69,267 | ||||
Right-of-use operating lease obligation | |||||
Liabilities classified as held for sale | 69,267 | ||||
Revenue from services | 174,941 | 216,941 | 437,119 | ||
Cost of services | 390 | 2,386 | 11,379 | ||
Gross profit | 174,551 | 214,555 | 425,740 | ||
Operating expenses | (258,710) | (551,296) | (509,989) | ||
Other income (expense) | (9,636) | (9,577) | (61,067) | ||
Gain on sale | 576,787 | 11,303,939 | |||
Provision for income taxes | |||||
Income (loss) from discontinued operations | 576,787 | (93,795) | 10,957,621 | (145,316) | |
EPIC Reference Labs, Inc. [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | 136 | ||||
Accounts receivable, net | |||||
Prepaid expenses and other current assets | |||||
Current assets classified as held for sale | 136 | ||||
Property and equipment, net | |||||
Deposits | 5,014 | 5,014 | 100,014 | ||
Right of use assets | 100,116 | ||||
Non-current assets classified as held for sale | 5,014 | 5,014 | 200,130 | ||
Accounts payable and checks issued in excess of bank balance | 1,111,557 | 1,111,557 | 1,185,158 | ||
Accrued expenses | 336,410 | 336,410 | 334,667 | ||
Current portion of right-of-use operating lease obligation | 91,166 | ||||
Current portion of notes payable | |||||
Current liabilities classified as held for sale | 1,447,967 | 1,447,967 | 1,610,991 | ||
Note payable | |||||
Right-of-use operating lease obligation | 8,950 | ||||
Liabilities classified as held for sale | $ 8,950 | ||||
Revenue from services | 441 | ||||
Cost of services | |||||
Gross profit | 441 | ||||
Operating expenses | (31,388) | (41,439) | (126,243) | (106,704) | |
Other income (expense) | (30,946) | 48,770 | 87,286 | ||
Gain on sale | |||||
Provision for income taxes | |||||
Income (loss) from discontinued operations | $ (31,388) | $ (72,385) | $ (77,473) | $ (18,977) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Jun. 25, 2021 | Sep. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Number of shares converted | 14,000 | 950 | |||
Long-term Debt | $ 12,700,000 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 950 | ||||
Liabilities | $ 58,009,546 | $ 58,009,546 | $ 61,279,843 | ||
Stock Issued During Period, Value, New Issues | $ 2,500 | ||||
Preferred Stock [Member] | |||||
Number of shares converted | 250,000 | ||||
Stock Issued During Period, Value, New Issues | $ 2,500 | ||||
A M S G [Member] | |||||
Gain on Sale of Investments | 600,000 | ||||
Liabilities | $ 2,200,000 | 2,200,000 | |||
H T S [Member] | |||||
Gain on Sale of Investments | $ 11,300,000 | ||||
Series B Non Voting Convertible Preferred Stock [Member] | |||||
Number of shares converted | 14,950 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock, stated value | $ 1,000 | $ 1,000 | |||
Preferred Stock, Dividend Rate, Percentage | 90.00% | ||||
Debt Instrument, Interest Rate During Period | 4.99% | ||||
Long-term Debt | $ 9,100,000 | $ 9,100,000 | |||
Sale of Stock, Consideration Received on Transaction | $ 9,100,000 | ||||
InnovaQor Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||
Number of shares converted | 100 | ||||
Stock Issued During Period, Value, New Issues | $ 60,714 |
Schedule of Dilutive Effect of
Schedule of Dilutive Effect of Various Potential Common Shares (Details) - shares | Nov. 10, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 282,099,578,443 | 700,428 | |
Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 89,770,798,934 | 313,808 | |
Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 182,663,835,039 | 335,461 | |
Share-based Payment Arrangement, Option [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 26 | 26 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 476,249,682,985 | ||
Subsequent Event [Member] | Common Shares Outstanding [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 13,491,000,000 | ||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 174,319,763,738 | ||
Subsequent Event [Member] | Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 273,995,752,554 | ||
Subsequent Event [Member] | Convertible Debt [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 14,443,166,667 | ||
Subsequent Event [Member] | Share-based Payment Arrangement, Option [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential common shares, including outstanding common stock | 26 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 07, 2021 | Oct. 28, 2021 | Oct. 28, 2021 | Sep. 30, 2021 | Jun. 25, 2021 | Nov. 10, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 05, 2021 | Nov. 04, 2021 | Nov. 03, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||||||||
Common stock, authorized shares | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 50,000,000,000 | 10,000,000,000 | ||||||||||
Issuance of Series L Preferred Stock, shares | 14,000 | 950 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,500 | ||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 5,000,000 | ||||||||||||||
Long-term Debt | $ 12,700,000 | ||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Board Of Directors [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Series O Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 2,500,000 | $ 2,500,000 | $ 5,000,000 | ||||||||||||
Preferred stock shares authorized | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||
Dividend percentage | 10.00% | ||||||||||||||
Series N Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Preferred stock shares authorized | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common stock, authorized shares | 50,000,000,000 | 10,000,000,000 | |||||||||||||
Issuance of Series L Preferred Stock, shares | 8,700,000,000 | ||||||||||||||
Subsequent Event [Member] | Novermber Two Thousand Twenty One Exchange And Amendment Agreements [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Long-term Debt | $ 1,400,000 | ||||||||||||||
Subsequent Event [Member] | Series O Preferred Stock [Member] | Maximum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Issuance of Series L Preferred Stock, shares | 4,400 | ||||||||||||||
Subsequent Event [Member] | Series O Preferred Stock [Member] | October 28 Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Issuance of Series L Preferred Stock, shares | 2,200 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,000,000 | ||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 2,000,000 | ||||||||||||||
Subsequent Event [Member] | Series O Preferred Stock [Member] | October 28 Agreement [Member] | Maximum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Issuance of Series L Preferred Stock, shares | 4,400 | ||||||||||||||
Subsequent Event [Member] | Series P Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Preferred stock shares authorized | 5,000,000 | ||||||||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||||||
Dividend percentage | 10.00% | ||||||||||||||
Debt instrument 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 P Preferred Stock are prohibited from converting Series P Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 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. | ||||||||||||||
Subsequent Event [Member] | Series P Preferred Stock [Member] | Board Of Directors [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Preferred stock shares authorized | 30,000 | ||||||||||||||
Subsequent Event [Member] | Series P Preferred Stock [Member] | Novermber Two Thousand Twenty One Exchange And Amendment Agreements [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 8,545 | ||||||||||||||
Subsequent Event [Member] | Series N Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Conversion of stock share converted | 2,495.84 | ||||||||||||||
Number of conversion share issueed value | $ 2,500,000 | ||||||||||||||
PPP Notes [Member] | Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Principal amount | $ 800,000 | ||||||||||||||
Promissory Notes Payable [Member] | Subsequent Event [Member] | Novermber Two Thousand Twenty One Exchange And Amendment Agreements [Member] | Warrants [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Long-term Debt | $ 1,100,000 | ||||||||||||||
NonConvertible Debentures [Member] | Subsequent Event [Member] | Novermber Two Thousand Twenty One Exchange And Amendment Agreements [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Long-term Debt | 4,500,000 | ||||||||||||||
Debenture [Member] | Subsequent Event [Member] | Novermber Two Thousand Twenty One Exchange And Amendment Agreements [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Long-term Debt | 8,200,000 | ||||||||||||||
Interest Expense, Subordinated Notes and Debentures | $ 3,300,000 |