Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | 1,229,322,256 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 103,280 | $ 724,524 |
Accounts receivable, net | 2,097,957 | 2,079,288 |
Receivable from related party | 501,786 | 374,473 |
Inventory | 291,277 | 280,513 |
Prepaid expenses and other current assets | 99,662 | 121,879 |
Income tax refunds receivable | 1,139,226 | 1,139,226 |
Total current assets | 4,233,188 | 4,719,903 |
Property and equipment, net | 4,513,266 | 4,630,090 |
Intangible asset | 259,443 | 259,443 |
Investment | 9,016,072 | 9,016,072 |
Deposits | 197,814 | 187,814 |
Right-of-use assets | 793,862 | 821,274 |
Total assets | 19,013,645 | 19,634,596 |
Current liabilities: | ||
Accounts payable (includes related party amounts of $0.3 million and $0.3 million, respectively) | 12,869,464 | 12,135,237 |
Accrued expenses (includes related party amounts of $0.4 million and $0.3 million, respectively) | 15,960,304 | 15,499,935 |
Income taxes payable | 1,337,342 | 1,337,342 |
Current portion of notes payable | 3,399,582 | 4,667,819 |
Current portion of note payable, related party | 2,877,000 | 2,127,000 |
Current portion of debentures | 8,222,240 | 8,222,240 |
Current portion of right-of-use operating lease obligations | 247,017 | 247,017 |
Current portion of finance lease obligation | 220,461 | 220,461 |
Derivative liabilities | 455,336 | 455,336 |
Current liabilities of discontinued operations | 1,447,153 | 1,449,476 |
Total current liabilities | 47,035,899 | 46,361,863 |
Other liabilities: | ||
Right-of-use operating lease obligations, net of current portion | 546,845 | 574,257 |
Total liabilities | 47,582,744 | 46,936,120 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 250,000,000,000 shares authorized, 17,177,190 and 4,244,700 shares issued and outstanding, respectively | 1,717 | 424 |
Additional paid-in-capital | 1,479,009,395 | 1,342,085,957 |
Accumulated deficit | (1,507,600,667) | (1,369,408,356) |
Total stockholders’ deficit | (28,569,099) | (27,301,524) |
Total liabilities and stockholders’ deficit | 19,013,645 | 19,634,596 |
Series F Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 17,500 | 17,500 |
Series H Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | ||
Series L Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 2,500 | 2,500 |
Series M Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 208 | 208 |
Series N Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 53 | 59 |
Series O Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 99 | 99 |
Series P Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | $ 96 | $ 85 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Payable, Related Parties, Current | $ 0.3 | $ 0.3 |
Accrued expenses related parties | $ 0.4 | $ 0.3 |
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 | 250,000,000,000 | 250,000,000,000 |
Common stock shares issued | 17,177,190 | 4,244,700 |
Common stock shares outstanding | 17,177,190 | 4,244,700 |
Series F Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1 | $ 1 |
Preferred stock shares authorized | 1,750,000 | 1,750,000 |
Preferred stock shares issued | 1,750,000 | 1,750,000 |
Preferred stock shares outstanding | 1,750,000 | 1,750,000 |
Series H Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 14,202 | 14,202 |
Preferred stock shares issued | 10 | 10 |
Preferred stock shares outstanding | 10 | 10 |
Series L Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1 | $ 1 |
Preferred stock shares authorized | 250,000 | 250,000 |
Preferred stock shares issued | 250,000 | 250,000 |
Preferred stock shares outstanding | 250,000 | 250,000 |
Series M Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 30,000 | 30,000 |
Preferred stock shares issued | 20,810 | 20,810 |
Preferred stock shares outstanding | 20,810.35 | 20,810 |
Series N Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 50,000 | 50,000 |
Preferred stock shares issued | 5,343 | 5,936 |
Preferred stock shares outstanding | 5,342.554 | 5,936 |
Common stock shares issued | 4.2 | |
Series O Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 10,000 | 10,000 |
Preferred stock shares issued | 9,900 | 9,900 |
Preferred stock shares outstanding | 9,900 | 9,900 |
Series P Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 30,000 | 30,000 |
Preferred stock shares issued | 9,645 | 8,545 |
Preferred stock shares outstanding | 9,644.870 | 8,545 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenues | $ 1,144,520 | $ (650,692) |
Operating expenses: | ||
Direct costs of revenues | 1,374,643 | 1,597,098 |
General and administrative expenses | 1,572,336 | 2,790,479 |
Depreciation and amortization | 116,824 | 185,224 |
Total operating expenses | 3,063,803 | 4,572,801 |
Loss from continuing operations before other income (expense) and income taxes | (1,919,283) | (5,223,493) |
Other income (expense): | ||
Other income, net | 274,088 | 2,468,789 |
Interest expense | (620,937) | (912,624) |
Total other income (expense), net | (346,849) | 1,556,165 |
Net loss from continuing operations before income taxes | (2,266,132) | (3,667,328) |
(Provision) benefit from income taxes | ||
Net loss from continuing operations | (2,266,132) | (3,667,328) |
Net loss from discontinued operations | (1,434) | (226,666) |
Net loss | (2,267,566) | (3,893,994) |
Deemed dividends | (135,924,745) | (50,358,149) |
Net loss available to common stockholders | $ (138,192,311) | $ (54,252,143) |
Net loss per share of common stock available to common stockholders - basic and diluted: | ||
Continuing operations | $ (28.71) | $ (2,161,019.08) |
Discontinued operations | 0 | (9,066.64) |
Total basic and diluted | $ (28.71) | $ (2,170,085.72) |
Weighted average number of shares of common stock outstanding during the period: | ||
Basic and diluted | 4,812,754 | 25 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement 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, 2020 | $ 20,514 | $ 819,498,240 | $ (868,536,506) | $ (49,017,752) | |
Beginning balance, shares at Dec. 31, 2020 | 2,051,444 | 4 | |||
Conversion of Series N Preferred Stock into common stock | $ (42) | 42 | |||
Conversion of Series N Preferred Stock into common stock, shares | (4,177) | 44 | |||
Deemed dividends from triggers of down round provisions | 50,358,149 | (50,358,149) | |||
Net loss | (3,893,994) | (3,893,994) | |||
Ending balance, value at Mar. 31, 2021 | $ 20,472 | 869,856,431 | (922,788,649) | (52,911,746) | |
Ending balance, shares at Mar. 31, 2021 | 2,047,267 | 48 | |||
Beginning balance, value at Dec. 31, 2021 | $ 20,451 | $ 424 | 1,342,085,957 | (1,369,408,356) | (27,301,524) |
Beginning balance, shares at Dec. 31, 2021 | 2,045,201 | 4,244,700 | |||
Conversion of Series N Preferred Stock into common stock | $ (6) | $ 1,293 | (1,287) | ||
Conversion of Series N Preferred Stock into common stock, shares | (593) | 12,932,500 | |||
Issuances of Series P Preferred Stock | $ 11 | 999,989 | 1,000,000 | ||
Issuance of Series P Preferred stock, shares | 1,100 | ||||
Deemed dividends from issuances of Series P Preferred Stock | 222,222 | (222,222) | |||
Payment of cash in lieu of fractional shares | (9) | (9) | |||
Payment of cash in lieu of fractional shares, shares | (10) | ||||
Deemed dividends from triggers of down round provisions | 135,702,523 | (135,702,523) | |||
Net loss | (2,267,566) | (2,267,566) | |||
Ending balance, value at Mar. 31, 2022 | $ 20,456 | $ 1,717 | $ 1,479,009,395 | $ (1,507,600,667) | $ (28,569,099) |
Ending balance, shares at Mar. 31, 2022 | 2,045,708 | 17,177,190 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (2,266,132) | $ (3,667,328) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 116,824 | 185,224 |
Amortization of debt discount | 4,795 | |
Other income from forgiveness of PPP notes payable | (334,819) | |
(Gain) loss from legal settlements | (5,282) | 8,860 |
Other income from federal government provider relief funds | (2,490,783) | |
Loss from discontinued operations | (1,434) | (226,666) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 140,155 | 1,301,871 |
Inventory | (10,764) | (17,259) |
Prepaid expenses and other current assets | 22,217 | 38,952 |
Security deposits | (10,000) | 501 |
Change in right-of-use assets | 27,412 | 41,526 |
Accounts payable | 734,227 | 1,621,906 |
Accrued expenses | 465,651 | 2,093,145 |
Change in right-of-use operating lease obligations | (27,412) | (41,526) |
Net cash used in operating activities of continuing operations | (1,149,357) | (1,146,782) |
Net cash (used in) provided by operating activities of discontinued operations | (2,323) | 33,210 |
Net cash used in operating activities | (1,151,680) | (1,113,572) |
Cash flows from investing activities: | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Proceeds from the issuances of notes payable | 745,000 | |
Proceeds from issuance of related party note payable and advances | 750,000 | 530,000 |
Payments on notes payable | (933,418) | (24,276) |
Receivable from related party | (127,313) | |
Receivables paid under accounts receivable sales agreements | (158,824) | (151,198) |
Proceeds from issuances of Series P Preferred Stock | 1,000,000 | |
Cash paid for fractional shares in connection with reverse stock splits | (9) | |
Net cash provided by financing activities of continuing operations | 530,436 | 1,099,526 |
Net cash provided by financing activities of discontinued operations | 60,402 | |
Net cash provided by financing activities | 530,436 | 1,159,928 |
Net change in cash | (621,244) | 46,356 |
Cash at beginning of period | 724,524 | 25,353 |
Cash at end of period | $ 103,280 | $ 71,709 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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”, “its” 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 practice in Jamestown, Tennessee that it plans to reopen and operate and a rural clinic in Kentucky. We operate in one business segment. Basis of Presentation The 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, 2021, filed with the Securities and Exchange Commission on April 15, 2022. 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 March 31, 2022, and the results of its operations, changes in stockholders’ deficit and cash flows for the three months ended March 31, 2022 and 2021. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2022 may not be indicative of results for the year ending December 31, 2022. Principles of Consolidation The 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 Loss During the three months ended March 31, 2022 and 2021, comprehensive loss was equal to the net loss amounts presented in the accompanying unaudited condensed consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include the estimates of fair values of assets acquired and liabilities assumed in business combinations, reserves, contractual allowances and write-downs related to receivables, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, the valuations of investments, equity and derivative instruments, income from HHS Provider Relief Funds and deemed dividends, among others. Actual results could differ from those estimates and would impact future results of operations and cash flows. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. 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 16, 2021 and March 15, 2022, the Company effected a 1-for-1,000 1-for-10,000 As a result of the Reverse Stock Splits, 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 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 Amendment to Certificate of Incorporation, as Amended Effective November 5, 2021, the Company filed an Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to provide that the number of authorized shares of the Company’s common stock or preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company entitled to vote generally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased unless a vote by any holders of one or more series of preferred stock is required by the express terms of any series of preferred stock pursuant to the terms thereof. Increase in Authorized Shares of Common Stock Effective November 5, 2021, the Company increased the authorized shares of common stock from 10 50 50 250 Discontinued Operations 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 Corporation. HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. The financial results of HTS and AMSG prior to the sale are reflected herein as discontinued operations. The sale is more fully discussed in Note 13. EPIC Reference Labs, Inc During the third quarter of 2020, we announced that we had decided to sell our last clinical laboratory, EPIC Reference Labs, Inc. (“EPIC”), and as a result, EPIC’s operations have been included in discontinued operations for all periods presented. The Company has been unable to find a buyer for EPIC and, therefore, has ceased all efforts to sell EPIC and closed down its operations. Revenue Recognition We recognize revenue in accordance with Accounting Standard Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606),” Our revenues relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). There were no adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during the three months ended March 31, 2022 and 2021. The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment. Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive. The federal poverty level is established by the federal government and is based on income and family size. The Company considers the poverty level in determining whether patients qualify for free or reduced cost of care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care. In implementing the uninsured discount policy, we may first attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable (the “hindsight analysis”) as a primary source of information in estimating the collectability of our accounts receivable. 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. During the three months ended March 31, 2022 and 2021, estimated contractual allowances of $ 8.1 million and $ 5.5 million, respectively, and estimated implicit price concessions of $ 1.4 million and $ 3.0 million, respectively, have been recorded as reductions to our revenues and accounts receivable balances to enable us to record our revenues and accounts receivable at the estimated amounts we expect to collect. As required by Topic 606, for the three months ended March 31, 2022 and 2021, after estimated implicit price concessions and contractual and related allowance adjustments to revenues of $ 9.5 million and $ 8.5 million, respectively, we reported positive net revenues of $ 1.1 million and negative net revenues of $ 0.7 million, respectively. We continue to review the provision for implicit price concessions and contractual allowances. See Note 4 – Accounts Receivable. 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 Leases in Accordance with ASU No. 2016-02 We account for leases in accordance with ASU No. 2016-02, Leases (Topic 842) Fair Value Measurements In accordance with ASC 820, “ Fair Value Measurements and Disclosures ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). ● Level 3 applies to assets or liabilities for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including our own assumptions. On March 31, 2022 and December 31, 2021, we applied the Level 3 fair value hierarchy in determining the fair value of the InnovaQor Series B Preferred Stock, which is reflected on our condensed balance sheets as Investment, as more fully discussed in Notes 9 and 13. Derivative Financial Instruments and Fair Value, Including the Adoption of ASU 2017-11 and ASU 2021-04 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). 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. Deemed dividends associated with down round provisions represent the economic transfer of value to holders of equity classified freestanding financial instruments when certain down round provisions (commonly referred to as “ratchets”) are triggered. Deemed dividends associated with modifications or exchanges of freestanding equity classified written call options that remain equity classified are presented as a reduction in net income available to common stockholders and the related earnings per share and a corresponding increase to additional paid-in-capital resulting in no change to stockholders’ equity/deficit. Under the new guidance effective on January 1, 2022, as more fully discussed in the paragraph above, the FASB decided not to include convertible debt instruments in the guidance because ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) 135.7 million and $ 50.4 million were recorded as deemed dividends for the three months ended March 31, 2022 and 2021, respectively. In addition, we recorded deemed dividends of approximately $0.2 million during the three months ended March 31, 2022 as a result of the issuance of 1,100 shares of our Series P Convertible Redeemable Preferred Stock (the “Series P Preferred Stock”), which is more fully discussed in Note 10. See Note 9 for an additional discussion of derivative financial instruments and deemed dividends. 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 March 31, 2022 and December 31, 2021. 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, with options and warrants 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 loss per share for the three months ended March 31, 2022 and 2021. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Financial Condition | Note 2 – Liquidity and Financial Condition On January 13, 2017, we closed on an asset purchase agreement to acquire certain assets related to Scott County Community Hospital, based in Oneida, Tennessee (the “Oneida Assets”). The Oneida Assets include a 52,000 6,300 4.3 1.0 Jamestown Regional Medical Center and Mountain View Physician Practice On January 31, 2018, the Company entered into an asset purchase agreement to acquire from Community Health Systems, Inc. certain assets related to an acute care hospital located in Jamestown, Tennessee, referred to as Jamestown Regional Medical Center. The purchase was completed on June 1, 2018 for a purchase price of $ 0.7 90,000 The Company suspended operations at the hospital and physician practice in June 2019, as a result of the termination of the hospital’s Medicare agreement and other factors. The Company plans to reopen the hospital and physician practice. The reopening plans have also been disrupted by the coronavirus (“COVID-19”) pandemic and the timing of the reopening has been delayed. It is now intended that the re-opening process will be initiated within 18 months subject to securing adequate capital. Jamestown is located 38 miles west of Big South Fork Medical Center. Jellico Community Hospital and CarePlus Rural Clinic On March 5, 2019, we closed an asset purchase agreement whereby we acquired certain assets related to a 54-bed acute care hospital that offered comprehensive services located in Jellico, Tennessee known as Jellico Community Hospital and an outpatient clinic located in Williamsburg, Kentucky known as CarePlus Clinic. The hospital and the clinic and their associated assets were acquired from Jellico Community Hospital, Inc. and CarePlus Rural Health Clinic, LLC, respectively. The CarePlus Clinic offers sophisticated testing capabilities and compassionate care, all in a modern, patient-friendly environment. Services include diagnostic imaging services, x-ray, mammography, bone densitometry, computed tomography (CT), ultrasound, physical therapy and laboratory services. The CarePlus Clinic is located 32 miles northeast of our Big South Fork Medical Center. 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. Our hospital in Jellico was located 33 miles east of our Big South Fork Medical Center. Impact of the Pandemic The coronavirus (“COVID-19”) pandemic 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 Department of Health and Human Services (“HHS”) Provider Relief Funds and employee retention credits 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. Our ability to make estimates of the effect of the COVID-19 pandemic on net revenues, expenses or changes in accounting judgments that have had or are reasonably likely to have a material effect on our financial statements is currently limited. 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; existing and potential government assistance that may be provided; and the requirements of Provider Relief Fund receipts, including our ability to retain such funds as have been received. 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 March 31, 2022, our facilities have received approximately $ 13.3 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 March 31, 2022, we have recognized $ 12.4 million of these funds as income of which $ 4.4 million and $ 8.0 million was recognized as income during the years ended December 31, 2021 and 2020, respectively. The remaining $ 0.9 million of funds received as of March 31, 2022 are included in accrued expenses as more fully discussed in Note 5. On April 13, 2022, the Company received an additional $ 0.3 million of HHS Provider Relief Funds as more fully discussed in Note 15. As of March 31, 2022, the Company’s estimate of the amount for which it is reasonably assured of meeting the underlying terms and conditions was based on, among other things, the various notices issued by HHS in September 19, 2020, October 22, 2020, and January 15, 2021 and the Company’s results of operations during the years ended December 31, 2020 and 2021 and the three months ended March 31, 2022. The Company believes that it was appropriate to recognize as income $ 4.4 8.0 Federal Employee Retention Credits The CARES Act, passed by Congress on March 27, 2020, contained the employee retention credit, a refundable payroll tax credit to employers that have experienced hardship in their operations due to COVID-19. The CARES Act was amended and extended on December 27, 2020 by the Consolidated Appropriations Act, 2021 (the “CAA”) and in March 2021, the Internal Revenue Code was amended by the American Rescue Plan Act of 2021 to provide new employee retention credit provisions designed to promote employee retention and hiring. As a result, the Company received $ 1.5 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. At March 31, 2022, the Company had a working capital deficit and a stockholders’ deficit of $ 42.8 28.6 1.9 5.2 1.2 1.1 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. The Company’s current financial condition may make it difficult to attract and maintain adequate expertise in its management team to successfully operate its remaining healthcare facilities. 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 gain 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 months ended March 31, 2022 and 2021, 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 (unaudited) during the three months ended March 31, 2022 and 2021: Schedule of Earnings Per Share 2022 2021 Three Months Ended March 31, 2022 2021 Numerator Net loss from continuing operations $ (2,266,132 ) $ (3,667,328 ) Deemed dividends (135,924,745 ) (50,358,149 ) Net loss attributable to common stockholders, continuing operations $ (138,190,877 ) $ (54,025,477 ) Net loss from discontinued operations (1,434 ) (226,666 ) Net loss available to common stockholders $ (138,192,311 ) $ (54,252,143 ) Denominator Weighted average number of shares of common stock outstanding during the period - basic and diluted 4,812,754 25 Net loss per share of common stock available to common stockholders - basic and diluted: Basic and diluted, continuing operations $ (28.71 ) $ (2,161,019.08 ) Basic and diluted, discontinued operations $ (0.00 ) $ (9,066.64 ) Total basic and diluted $ (28.71 ) $ (2,170,085.72 ) Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2022 and 2021, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended March 31, 2022 2021 Warrants 5,002,174,096 1,383 Convertible preferred stock 3,093,872,894 1,087 Convertible debentures 388,960,870 77 Stock options 26 26 8,485,007,886 2,573 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 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 6, 9, 10 and 15). 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 and common stock equivalents totaled 467.3 billion at May 20, 2022, as more fully discussed in Note 15. See Note 10 regarding a discussion of the number of shares of the Company’s authorized common and preferred stock. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Note 4 – Accounts Receivable Accounts receivable at March 31, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Accounts Receivable March 31, December 31, 2022 2021 Accounts receivable $ 10,840,792 $ 12,961,817 Less: Allowance for contractual obligations (7,175,150 ) (8,737,502 ) Allowance for doubtful accounts (1,038,274 ) (1,456,791 ) Accounts receivable owed under settlements/sales agreements (529,411 ) (688,236 ) Accounts receivable, net $ 2,097,957 $ 2,079,288 Estimated implicit price concessions for doubtful accounts deducted from revenues for the three months ended March 31, 2022 and 2021 were $ 1.4 3.0 1.0 1.5 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 0.5 0.7 0.6 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 5 – Accrued Expenses Accrued expenses at March 31, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Accrued Expenses March 31, December 31, 2022 2021 Accrued payroll and related liabilities $ 7,675,786 $ 7,528,464 HHS Provider Relief Funds 863,452 863,452 Accrued interest 4,891,351 5,027,459 Accrued legal 622,318 632,318 Other accrued expenses 1,907,397 1,448,242 Accrued expenses $ 15,960,304 $ 15,499,935 Payroll and related liabilities at March 31, 2022 and December 31, 2021 included approximately $ 2.4 2.3 million, respectively, for penalties associated with approximately $ 3.9 3.9 million of accrued past due payroll taxes as of March 31, 2022 and December 31, 2021, respectively. This liability account at March 31, 2022 and December 31, 2021 is net of employee retention credits totaling $ 1.5 million and $ 1.5 million, respectively. Employee retention credits are also discussed in Note 2. As of March 31, 2022, the Company has accrued $ 0.9 0.3 Accrued interest at March 31, 2022 and December 31, 2021 included accrued interest of $ 0.4 million and $ 0.3 million, respectively, on loans made to the Company by Christopher Diamantis, a former member of the Company’s Board of Directors. The loans from Mr. Diamantis are more fully discussed in Note 6. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
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 affiliates. At March 31, 2022 (unaudited) and December 31, 2021, notes payable consisted of the following: Schedule of Notes Payable Notes Payable – Third Parties March 31, 2022 December 31, 2021 100,000 250,000 Settlement amount/loan payable to TCA Global Credit Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 16 500,000 $ 100,000 $ 250,000 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 6 291,557 291,557 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 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 23,325 400,800 Notes payable dated January 31, 2021 and February 16, 2021 in the original aggregate amount of $ 245,000 10 100 - 122,500 Notes payable to Western Healthcare, LLC dated August 10, 2021, in the aggregate principal amount of $ 2.4 18 0.2 August 30, 2022 1,534,700 2,152,962 Note payable 3,399,582 4,667,819 Less current portion (3,399,582 ) (4,667,819 ) Notes payable - third parties, net of current portion $ - $ - In May 2020, the SEC appointed a Receiver to close down the TCA Global Credit Master Fund, L.P. The Company and the Receiver entered into a settlement agreement dated effective as of September 30, 2021, under which the Company agreed to pay $ 500,000 250,000 150,000 The remaining $0.1 million is due in two consecutive monthly installments of $ 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 million and received proceeds of $ 1.5 million, which was net of a $ 0.3 million original issue discount and $ 0.1 million of financing fees. The first principal payment of $ 1.0 million was due on November 8, 2019 and the remaining $ 0.9 million was due on December 26, 2019 . These payments were not made. In February 2020, Mr. O’Killough sued the Company and Mr. Diamantis, as guarantor, in New York State Supreme Court for the County of New York, for approximately $ 2.2 million for non-payment of the promissory note. In May 2020, the Company, Mr. Diamantis, as guarantor, and Mr. O’Killough entered into a Stipulation providing for a payment of a total of $ 2.2 million (which included accrued “penalty” interest as of that date) in installments through November 1, 2020. The Company made payments totaling $ 450,000 in 2020. On January 18, 2022, Mr. Diamantis paid $ 750,000 and the remaining balance was due 120 days thereafter. Mr. O’Killough agreed to forebear from any further enforcement action until then. The Company is obligated to repay Mr. Diamantis the $ 750,000 payment, plus interest, as well as any further payments that may be made by him. As of March 31, 2022, $ 1.6 million remained past due to Mr. O’Killough. See Notes 12 and 15 for payments made subsequent to March 31, 2022 in connection with the promissory note. 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 were forgivable as long as the borrower used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintained its payroll levels. As of March 31, 2022, $ 2.3 million of the principal balance of the PPP Notes was forgiven of which $ 0.3 million was forgiven in January 2022 and $ 2.0 million was forgiven in 2021. In April 2022, the remaining principal balance was repaid. On August 10, 2021, the Company entered into two notes payable with Western Healthcare, LLC in the aggregate principal amount of $ 2.4 18 0.2 0.2 0.9 0.1 Note Payable – Related Party At March 31, 2022 (unaudited) and December 31, 2021, note payable - related party consisted of the following: Schedule of Notes Payable Related Parties March 31, December 31, Loan payable to Christopher Diamantis $ 2,877,000 $ 2,127,000 Less current portion of note payable, related party (2,877,000 ) (2,127,000 ) Total note payable, related party, net of current portion $ — $ — Mr. Diamantis was a member of the Company’s Board of Directors until his resignation on February 26, 2020. During the three months ended March 31, 2022, Mr. Diamantis loaned the Company $ 750,000 , which was used to pay accrued interest due under the note payable to Mr. O’Killough, The note payable to Mr. O’Killough is more fully discussed above under the heading Notes Payable –Third Parties 0.5 million which was used for working capital purposes. In November 2021, Mr. Diamantis requested the Company repay the outstanding note payable to him, which was $ 2.9 million at March 31, 2022, and to facilitate repayment of the note payable to Mr. O’Killough for which he is a guarantor. The $ 750,000 loan from Mr. Diamantis in the three months ended March 31, 2022 was paid in connection with a forbearance agreement related to amounts owed to Mr. O’Killough by the Company and personally guaranteed by Mr. Diamantis as more fully discussed in Notes 12 and 15. During the three months ended March 31, 2022 and 2021, the Company incurred interest expense of $ 0.1 53,000 0.4 0.3 10 Debentures The carrying amount of all outstanding debentures with institutional investors as of March 31, 2022 (unaudited) and December 31, 2021 was as follows: Schedule of Debentures March 31, December 31, Debentures $ 8,222,240 $ 8,222,240 Debentures Less current portion (8,222,240 ) (8,222,240 ) Debentures, net of current portion $ - $ - Payment of all outstanding debentures with institutional investors totaling $ 8.2 30 1.9 18 0.4 0.6 4.0 3.6 March 2017 Debenture In March 2017, the Company issued a debenture due in March 2019 (the “March 2017 Debenture”) with a principal balance of $ 2.6 0.0092 280.5 The March 2017 Debenture was issued with warrants to purchase shares of the Company’s common stock. Outstanding warrants are more fully discussed in Note 10. 2018 Debentures During 2018, the Company closed various offerings of the 2018 Debentures with principal balances aggregating $ 14.5 million, including late-payment penalties, due in September 2019. The conversion terms of the 2018 Debentures are the same as those of the March 2017 Debenture, as more fully described above, with the exception of the conversion price, which was $ 0.052 per share at March 31, 2022 and is subject to a floor of $ 0.052 per share. At both March 31, 2022 and December 31, 2021, the outstanding principal balance of the 2018 Debentures, including late-payment penalties, was $ 5.6 million and the debentures were convertible into 108.5 million shares of the Company’s common stock on March 31, 2022. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions In addition to the transactions discussed in Notes 6 and 10, the Company had the following related party activity during the three months ended March 31, 2022 and 2021: Alcimede LLC and Alcimede Limited On November 1, 2021, the Company and Alcimede Limited entered into a new Consulting Agreement that replaced the agreement between the Company and Alcimede LLC. Alcimede LLC and Alcimede Limited billed an aggregate of $ 0.1 0.1 InnovaQor In addition to the investment in InnovaQor’s Series B Preferred Stock resulting from the sale of HTS and AMSG to InnovaQor in June 2021 (see Notes 1 and 13), at March 31, 2022 and December 31, 2021, the Company had related party receivables resulting from working capital advances to InnovaQor of approximately $ 0.5 million and $ 0.4 million, respectively. During the three months ended March 31, 2022, the Company contracted with InnovaQor to provide ongoing health information technology-related services totaling $ 54,000 9,700 per month for rent and utilities. The terms of the foregoing activities, and those discussed in Notes 6 and 10, 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 | 3 Months Ended |
Mar. 31, 2022 | |
Finance And Operating Lease Obligations | |
Finance and Operating Lease Obligations | Note 8 – 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 March 31, 2022 (unaudited) and December 31, 2021: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification March 31, 2022 December 31, 2021 Assets: Operating leases Right-of-use operating lease assets $ 793,862 $ 821,274 Finance lease Property and equipment, net 220,461 220,461 Total lease assets $ 1,014,323 $ 1,041,735 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 247,017 $ 247,017 Finance lease Current liabilities 220,461 220,461 Noncurrent: Operating leases Right-of-use operating lease obligations 546,845 574,257 Total lease liabilities $ 1,014,323 $ 1,041,735 Weighted-average remaining term: Operating leases 3.62 years 3.57 Finance lease (1) 0 0 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 ended March 31, 2022 and 2021 (unaudited): Schedule of Lease Expense Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Finance lease expense: Depreciation/amortization of leased assets $ - $ - Interest on lease liabilities - - Operating leases: Short-term lease expense (2) 49,182 72,650 Total lease expense $ 49,182 $ 72,650 (1) As of March 31, 2022 and December 31, 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 in the amount of $ 0.2 (2) Expenses are included in general and administrative expenses in the condensed consolidated statements of operations. Other Information The following table presents supplemental cash flow information for the three months ended March 31, 2022 and 2021 (unaudited): Schedule of Lease Supplemental Cash Flow Information Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases obligations $ 56,208 $ 34,861 Operating cash flows for finance lease $ - $ - Financing cash flows for finance lease payments $ - $ - Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows: Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases Right-of-Use Operating Leases Finance Lease Twelve months ending March 31: 2023 $ 341,718 224,252 2024 243,270 - 2025 221,088 - 2026 130,547 - Thereafter - - Total 936,623 224,252 Less interest (142,761 ) (3,791 ) Present value of minimum lease payments 793,862 220,461 Less current portion of lease obligations (247,017 ) (220,461 ) Lease obligations, net of current portion $ 546,845 - |
Derivative Financial Instrument
Derivative Financial Instruments, Fair Value and Deemed Dividends | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Financial Instruments Fair Value And Deemed Dividends | |
Derivative Financial Instruments, Fair Value and Deemed Dividends | Note 9 – Derivative Financial Instruments, Fair Value and Deemed Dividends Fair Value Measurements The estimated fair value of financial instruments was determined by the Company using available market information and valuation methodologies considered to be appropriate. The fair value measurements accounting guidance is more fully discussed in Note 1. At March 31, 2022 and December 31, 2021, 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 March 31, 2022 (unaudited) and December 31, 2021: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total As of March 31, 2022: 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 As of December 31, 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 $ 9.0 The Company utilized the following method to value its derivative liability as of March 31, 2022 and December 31, 2021 for an embedded conversion option related to an outstanding convertible debenture valued at $ 455,336 85 no no Deemed Dividends During the three months ended March 31, 2022 and 2021, the conversions of preferred stock triggered a further reduction in the exercise prices of warrants containing down round provisions. In accordance with U.S. GAAP, the incremental fair value of the warrants, as a result of the decreases in the exercise prices, was measured using Black Scholes. The following assumptions were utilized in the Black Scholes valuation models for the three months ended March 31, 2022: risk free rates ranging from 0 % to 2.55 %, volatility ranging from 1.94 % to 1,564 % and terms ranging from 0.01 to 2.45 years. The following assumptions were utilized in the Black Scholes valuation models for the three months ended March 31, 2021: risk free rates ranging from 0.06 % to 0.10 %, volatility ranging from 213.25 % to 243.58 % and terms ranging from .91 years to 1.21 years. The incremental value of modifications to warrants as a result of the down round provisions of $ 135.7 million and $ 50.4 million were recorded as deemed dividends during the three months ended March 31, 2022 and 2021, respectively. In addition, deemed dividends of $ 0.2 million were recorded in the three months ended March 31, 2022 as a result of the issuance of 1,100 shares of our Series P Preferred Stock, as more fully discussed in Note 10. Deemed dividends are also discussed in Notes 1 and 3. |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 10 – Stockholders’ Deficit Authorized Capital The Company has 250,000,000,000 0.0001 5,000,000 0.01 Preferred Stock As of March 31, 2022, the Company had outstanding shares of preferred stock consisting of 1,750,000 shares of its Series F Convertible Preferred Stock (the “Series F Preferred Stock”), 10 shares of its Series H Convertible Preferred Stock (the “Series H 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 Convertible Redeemable Preferred Stock (the “Series M Preferred Stock”), 5,342.554 shares of its Series N Preferred Stock, 9,900 shares of its Series O Convertible Redeemable Preferred Stock (the “Series O Preferred Stock”) and 9,644.870 shares of its Series P Preferred Stock. The Company’s outstanding shares of preferred stock do not contain mandatory redemption or other features that would require them to be presented on the balance sheet outside of equity and, therefore, they qualify 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 or derivative liabilities have been recorded in connection with the preferred stock. Series F Preferred Stock The 1,750,000 174,097 Series H Preferred Stock Each of the 10 1,000 85% Series L Preferred Stock The Series L Preferred Stock is held by Alcimede LLC and has a stated value of $ 1.00 per share. The Series L Preferred Stock is not entitled to receive any dividends. Each share of the Series L Preferred Stock is convertible into shares of the Company’s common stock at a conversion price equal to the average closing price of the Company’s common stock on the ten trading days immediately prior to the conversion date. On March 31, 2022, the Series L Preferred Stock was convertible into 4.1 million shares of the Company’s common stock. Series M Preferred Stock On June 30, 2020, the Company and Mr. Diamantis entered into an exchange agreement wherein Mr. Diamantis agreed to the extinguishment of the Company’s indebtedness to him totaling $ 18.8 22,000 0.01 1,000 The terms of the Series M Preferred Stock include: (i) 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; (ii) dividends at the rate per annum of 10% of the stated value per share shall accrue on each outstanding share of Series M Preferred Stock from and after the date of the original issuance of such share of Series M Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization). The dividends shall accrue from day to day, whether or not declared, and shall be cumulative and non-compounding; provided however 51% On August 27, 2021, the Company entered into an exchange agreement with Mr. Diamantis. Pursuant to the exchange agreement, Mr. Diamantis exchanged 570 9,500 4,750 70.00 three 36.1 0.0092 During the year ended December 31, 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 45 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 9,500 shares of the Company’s common stock. On March 31, 2022, 20,810.35 shares of Series M Preferred Stock remained outstanding and were convertible into 383.5 million 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 LLC (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis. Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Series N Preferred Stock The Company’s Board of Directors has designated 50,000 shares of the 5,000,000 shares of authorized preferred stock as the Series N Preferred Stock. Each share of Series N Preferred Stock has a stated value of $ 1,000 . On August 31, 2020, the Company and its debenture holders exchanged, under the terms of Exchange, Redemption and Forbearance Agreements, certain outstanding debentures and all of the outstanding shares of the Company’s Series I-1 Convertible Preferred Stock and Series I-2 Convertible Preferred Stock for 30,435.52 shares of the Company’s Series N Preferred Stock. The terms of the Series N Preferred Stock include: (i) each share of the Series N Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series N Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price; (ii) the conversion price is equal to 90% of the lowest VWAP during the 10 trading days immediately prior to the conversion date; (iii) dividends at the rate per annum of 10% of the stated value per share shall accrue on each outstanding share of Series N Preferred Stock from and after the date of the original issuance of such share of Series N Preferred Stock (the “Series N Preferred Accruing Dividends”). The Series N Preferred Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative and non-compounding; provided however During the three months ended March 31, 2022 and 2021, the holders converted 593.33 4,177.5 0.6 4.2 12.9 44 24,499.64 24.5 4.2 5,342.55 580.7 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. On September 7, 2021, the Company entered into a second securities purchase agreement and on October 28, 2021, the Company entered into a third securities purchase agreement. These agreements were between the Company and certain existing institutional investors of the Company. As of March 31, 2022, the Company has outstanding 9,900 9.0 1.1 The terms of the Series O Preferred Stock include: (i) each share of the Series O Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series O Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price; (ii) the conversion price is equal to 90% 10% provided however 1,000 Series P Preferred Stock On November 7, 2021, the Company entered into Exchange, and Amendment Agreements (the “November 2021 Exchange Agreements”) with certain institutional investors in the Company wherein the investors agreed to reduce their holdings of $ 1.1 4.5 1.5 8,544.87 1,000 On March 11, 2022, under the terms of a securities purchase agreement dated January 31, 2022, the Company issued to the institutional investors an additional 1,100 1.0 0.2 1,100 1.1 1,100 0.1 10% 0.1 On March 31, 2022, 9,644.87 1.0 550 0.5 The terms of the Series P Preferred Stock include: (i) each share of the Series P Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series P Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price; (ii) the conversion price is equal to 90% 10% provided however Common Stock The Company had 17.2 4.2 12.9 44 593.33 4,177.5 The Company has outstanding options, warrants, convertible preferred stock and convertible debentures. Exercise of the outstanding 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 15 for a discussion of the number of shares of the Company’s common stock and common stock equivalents outstanding as of May 20, 2022. On August 13, 2020, Mr. Diamantis entered into the Voting Agreement with the Company, Mr. Lagan and Alcimede LLC (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis. Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Regardless of the number of shares of Series M Preferred Stock outstanding and so long as at least one share of Series M Preferred Stock is outstanding, the outstanding shares of Series M Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent. This means that the holders of Series M Preferred Stock have sufficient votes, by themselves, to approve or defeat any proposal voted on by the Company’s stockholders, unless there is a supermajority required under applicable law or by agreement. As a result of: (i) the Voting Agreement discussed above; (ii) the November 5, 2021 Amendment to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of Delaware to provide that the number of authorized shares of the Company’s common stock or preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company, which is more fully discussed in Note 1; (iii) the increase in the authorized shares of the Company’s common stock from 50 250 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 March 31, 2022 and December 31, 2021, the Company had 26 stock options outstanding with a weighted average exercise price of $ 2.9 4.12 0 Warrants The following summarizes the information related to warrant activity during the three months ended March 31, 2022: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2021 54,280,658 $ 1.43 Expiration of warrants (33,601,203 ) (0.1608 ) Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 4,981,494,641 - Balance at March 31, 2022 5,002,174,096 $ 0.0144 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 5.0 33.6 5.0 Included in the warrants outstanding at March 31, 2022 were warrants issued in March 2017 in connection with the March 2017 Debentures. The Company issued these warrants to purchase shares of the Company’s common stock to several accredited investors (the “March Warrants”). At March 31, 2022, these warrants were exercisable into an aggregate of approximately 5.0 1.9 five years 1.2 1.9 five years March 21, 2024 0.0092 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 above 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 down round 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. See, also, Notes 1, 3, and 15 for a discussion of the dilutive effect on the Company’s common stock as a result of the outstanding warrants. Deemed Dividends During the three months ended March 31, 2022 and 2021, reductions in the exercise prices of the March Warrants have given rise to deemed dividends. See Note 9 for the assumptions used in the calculations of deemed dividends. Deemed dividends are also discussed under the heading “Preferred Stock” above and in Notes 1 and 3. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Note 11 – Supplemental Disclosure of Cash Flow Information Schedule of Supplemental Cash Flow Information 2022 2021 Three Months Ended March 31, 2022 2021 (unaudited) (unaudited) Cash paid for interest $ 762,250 $ - Cash paid for income taxes $ - $ 281,025 Non-cash investing and financing activities: Series N Preferred Stock converted into common stock $ 593,330 $ 4,177,516 Deemed dividends from issuances of Series P Preferred Stock 222,222 - Deemed dividends for trigger of down round provisions $ 135,702,523 $ 50,358,149 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Concentration of Credit Risk Credit risk with respect to accounts receivable is generally diversified due to the large number of patients comprising the client base. The Company does have significant receivable balances with government payers and various insurance carriers. Generally, the Company does not require collateral or other security to support customer receivables. However, the Company continually monitors and evaluates its client acceptance and collection procedures to minimize potential credit risks associated with its accounts receivable and establishes an allowance for uncollectible accounts and as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is not material to the financial statements. A number of proposals for legislation continue to be under discussion which could substantially reduce Medicare and Medicaid (CMS) reimbursements to hospitals. Depending upon the nature of regulatory action, and the content of legislation, the Company could experience a significant decrease in revenues from Medicare and Medicaid (CMS), which could have a material adverse effect on the Company. The Company is unable to predict, however, the extent to which such actions will be taken. The Company maintains its cash balances in high credit quality financial institutions. The Company’s cash balances may, at times, including on December 31, 2021, exceed the deposit insurance limits provided by the Federal Deposit Insurance Corp. Legal Matters From time to time, the Company may be involved in a variety of claims, lawsuits, investigations and proceedings related to contractual disputes, employment matters, regulatory and compliance matters, intellectual property rights and other litigation arising in the ordinary course of business. The Company operates in a highly regulated industry which may inherently lend itself to legal matters. Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company’s financial position or results of operations. The Company’s policy is to expense legal fees and expenses incurred in connection with the legal proceedings in the period in which the expense is incurred. Management, in consultation with legal counsel, has addressed known assertions and predicted unasserted claims below. Biohealth Medical Laboratory, Inc. and PB Laboratories, LLC (the “Companies”) filed suit against CIGNA Health in 2015 alleging that CIGNA failed to pay claims for laboratory services the Companies provided to patients pursuant to CIGNA - issued and CIGNA - administered plans. In 2016, the U.S. District Court dismissed part of the Companies’ claims for lack of standing. The Companies appealed that decision to the Eleventh Circuit Court of Appeals, which in late 2017 reversed the District Court’s decision and found that the Companies have standing to raise claims arising out of traditional insurance plans as well as self-funded plans. In July 2019, the Companies and EPIC 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 Mr. Diamantis for his financial support to the Company and assumption of all costs to carry the case 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 0.6 0.3 0.3 1.1 1.1 0.7 0.7 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 8). 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 principal balance 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 $ 2,030,000 500,000 200,000 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, leaving a balance due as of March 31, 2022 of $0.1 million (see Note 6) 2.2 On September 13, 2018, Laboratory Corporation of America sued EPIC, a subsidiary of the Company, in Palm Beach County Circuit Court for amounts claimed to be owed. The court awarded a judgment against EPIC 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 million relating to the promissory note issued by the Company in September 2019. In May 2020, the Company, Mr. Diamantis, as guarantor, and Mr. O’Killough entered into a Stipulation providing for a payment of a total of $ 2.2 million (which included accrued “penalty” interest as of that date) in installments through November 1, 2020. The Company made payments totaling $ 450,000 in 2020. On January 18, 2022, Mr. Diamantis paid $ 750,000 and the remaining balance was due 120 days thereafter. Mr. O’Killough agreed to forebear from any further enforcement action until then. The Company is obligated to repay Mr. Diamantis the $ 750,000 payment as well as any further payments that may be made by him. As of March 31, 2022, $ 1.6 million remained past due under the note payable to Mr. O’Killough (see Note 6). Subsequent to March 31, 2022, the Company repaid Mr. Diamantis $ 118,500 and paid $ 250,000 to Mr. Diamantis for further payment to Mr. O’Killough by May 18, 2022 to continue the forbearance of any further enforcement action by him. In June 2019, CHSPSC, the former owners of Jamestown Regional Medical Center, obtained a judgment against the Company in the amount of $ 592,650 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 An employee of the Big South Fork Medical Center has filed a workers’ compensation claim in the Tennessee Court of Workers’ Compensation for an alleged workplace injury from July 2019. The case is in its early stages. Big South Fork Medical Center intends to contest the claimed benefits, although there can be no assurance that there will not be some liability. The Company has received questions in the form of a civil investigation inquiry from the Department of Justice with regards to the use of monies received from PPP Notes and HHS Provider Relief Funds. There is no allegation of wrongdoing and no indication that any liability will materialize. The Company is confident that all PPP Notes and HHS Provider Relief Funds monies were appropriately utilized and accounted for and believes that provision of the details and records will provide satisfactory answers to the inquiry. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 13 – Discontinued Operations Sale of 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 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 11.3 9.1 14,950 2.2 9.1 0.84 250.0 5 years 35 During the year ended December 31, 2021, 100 60,714 9.0 See Note 7 for a discussion of related party transactions between the Company and InnovaQor. EPIC Reference Labs, Inc. During the third quarter of 2020, the Company made a decision to sell EPIC and it made a decision to discontinue several other non-operating subsidiaries, and as a result, EPIC’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 and, therefore, it has ceased all efforts to sell EPIC and closed down its operations. Carrying amounts of major classes of liabilities included as part of discontinued operations in the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement March 31, December 31, (unaudited) Accounts payable $ 1,108,066 $ 1,108,066 Accrued expenses 339,087 341,410 Current liabilities of discontinued operations $ 1,447,153 $ 1,449,476 Major line items constituting loss from discontinued operations in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 consisted of the following: Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Revenues from services** $ - $ 118,216 Cost of services - 390 Gross profit - 117,826 Operating expenses 1,434 331,597 Other expense - (12,895 ) Provision for income taxes - - Loss from discontinued operations $ (1,434 ) $ (226,666 ) ** Revenues from services in the three months ended March 31, 2021 includes related party revenue of $ 62,316 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 14 – Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). 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 | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Conversions of Series N Preferred Stock Subsequent to March 31, 2022 and through May 20, 2022, the Company issued an aggregate of 1,212,145,066 shares of its common stock upon conversions of 1,092.052 shares of its Series N Preferred Stock with a stated value of $ 1,092,052 and 58.05 shares of its Series O Preferred Stock with a stated value of $ 58,050 . Potential Common Stock as of May 20, 2022 The following table presents the dilutive effect of our various potential shares of common stock as of May 20, 2022: Schedule of Dilutive Effect of Various Potential Common Shares May 20, 2022 Shares of common stock outstanding 1,229,322,256 Dilutive potential shares: Stock options 26 Warrants 255,666,675,553 Convertible debt 14,443,166,667 Convertible preferred stock 195,964,117,657 Total dilutive potential shares of common stock, including outstanding common stock 467,303,282,159 As a result of: (i) the Voting Agreement discussed in Note 10; (ii) the November 5, 2021 Amendment to its Certificate of Incorporation, as amended, providing for the affirmative vote of the holders of a majority in voting power of the stock of the Company to authorize an increase in the number of authorized shares of the Company’s common stock, as more fully discussed in Note 1; (iii) the recent increase in authorized shares of common stock; and (iv) the recent reverse common stock split discussed in Note 1, the Company believes that it has the practical ability to ensure that it has a sufficient number of authorized shares of its common stock to accommodate all potentially dilutive instruments. Issuances of Series P Preferred Stock Under Securities Purchase Agreement Dated January 31, 2022 On April 1, 2022, under the terms of a securities purchase agreement dated January 31, 2022, which is more fully discussed in Note 10, the Company issued 550 0.5 Receipt of HHS Provider Relief Funds On April 13, 2022, the Company received $ 0.3 O’Killough Note Payable In February 2020, Mr. 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 2.2 450,000 750,000 750,000 1.6 118,500 250,000 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Rennova Health, Inc. (“Rennova”, together with its subsidiaries, the “Company”, “we”, “us”, “its” 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 practice in Jamestown, Tennessee that it plans to reopen and operate and a rural clinic in Kentucky. We operate in one business segment. |
Basis of Presentation | Basis of Presentation The 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, 2021, filed with the Securities and Exchange Commission on April 15, 2022. 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 March 31, 2022, and the results of its operations, changes in stockholders’ deficit and cash flows for the three months ended March 31, 2022 and 2021. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2022 may not be indicative of results for the year ending December 31, 2022. |
Principles of Consolidation | Principles of Consolidation The 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 Loss | Comprehensive Loss During the three months ended March 31, 2022 and 2021, comprehensive loss was equal to the net loss amounts presented in the accompanying unaudited condensed consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include the estimates of fair values of assets acquired and liabilities assumed in business combinations, reserves, contractual allowances and write-downs related to receivables, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, the valuations of investments, equity and derivative instruments, income from HHS Provider Relief Funds and deemed dividends, among others. Actual results could differ from those estimates and would impact future results of operations and cash flows. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
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 16, 2021 and March 15, 2022, the Company effected a 1-for-1,000 1-for-10,000 As a result of the Reverse Stock Splits, 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 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 |
Amendment to Certificate of Incorporation, as Amended | Amendment to Certificate of Incorporation, as Amended Effective November 5, 2021, the Company filed an Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to provide that the number of authorized shares of the Company’s common stock or preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company entitled to vote generally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased unless a vote by any holders of one or more series of preferred stock is required by the express terms of any series of preferred stock pursuant to the terms thereof. |
Increase in Authorized Shares of Common Stock | Increase in Authorized Shares of Common Stock Effective November 5, 2021, the Company increased the authorized shares of common stock from 10 50 50 250 |
Discontinued Operations | Discontinued Operations 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 Corporation. HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. The financial results of HTS and AMSG prior to the sale are reflected herein as discontinued operations. The sale is more fully discussed in Note 13. EPIC Reference Labs, Inc During the third quarter of 2020, we announced that we had decided to sell our last clinical laboratory, EPIC Reference Labs, Inc. (“EPIC”), and as a result, EPIC’s operations have been included in discontinued operations for all periods presented. The Company has been unable to find a buyer for EPIC and, therefore, has ceased all efforts to sell EPIC and closed down its operations. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standard Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606),” Our revenues relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). There were no adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during the three months ended March 31, 2022 and 2021. The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment. Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive. The federal poverty level is established by the federal government and is based on income and family size. The Company considers the poverty level in determining whether patients qualify for free or reduced cost of care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care. In implementing the uninsured discount policy, we may first attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable (the “hindsight analysis”) as a primary source of information in estimating the collectability of our accounts receivable. |
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. During the three months ended March 31, 2022 and 2021, estimated contractual allowances of $ 8.1 million and $ 5.5 million, respectively, and estimated implicit price concessions of $ 1.4 million and $ 3.0 million, respectively, have been recorded as reductions to our revenues and accounts receivable balances to enable us to record our revenues and accounts receivable at the estimated amounts we expect to collect. As required by Topic 606, for the three months ended March 31, 2022 and 2021, after estimated implicit price concessions and contractual and related allowance adjustments to revenues of $ 9.5 million and $ 8.5 million, respectively, we reported positive net revenues of $ 1.1 million and negative net revenues of $ 0.7 million, respectively. We continue to review the provision for implicit price concessions and contractual allowances. See Note 4 – Accounts Receivable. |
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 |
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) |
Fair Value Measurements | Fair Value Measurements In accordance with ASC 820, “ Fair Value Measurements and Disclosures ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). ● Level 3 applies to assets or liabilities for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including our own assumptions. On March 31, 2022 and December 31, 2021, we applied the Level 3 fair value hierarchy in determining the fair value of the InnovaQor Series B Preferred Stock, which is reflected on our condensed balance sheets as Investment, as more fully discussed in Notes 9 and 13. |
Derivative Financial Instruments and Fair Value, Including the Adoption of ASU 2017-11 and ASU 2021-04 | Derivative Financial Instruments and Fair Value, Including the Adoption of ASU 2017-11 and ASU 2021-04 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). 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. Deemed dividends associated with down round provisions represent the economic transfer of value to holders of equity classified freestanding financial instruments when certain down round provisions (commonly referred to as “ratchets”) are triggered. Deemed dividends associated with modifications or exchanges of freestanding equity classified written call options that remain equity classified are presented as a reduction in net income available to common stockholders and the related earnings per share and a corresponding increase to additional paid-in-capital resulting in no change to stockholders’ equity/deficit. Under the new guidance effective on January 1, 2022, as more fully discussed in the paragraph above, the FASB decided not to include convertible debt instruments in the guidance because ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) 135.7 million and $ 50.4 million were recorded as deemed dividends for the three months ended March 31, 2022 and 2021, respectively. In addition, we recorded deemed dividends of approximately $0.2 million during the three months ended March 31, 2022 as a result of the issuance of 1,100 shares of our Series P Convertible Redeemable Preferred Stock (the “Series P Preferred Stock”), which is more fully discussed in Note 10. See Note 9 for an additional discussion of derivative financial instruments and deemed dividends. |
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 March 31, 2022 and December 31, 2021. |
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, with options and warrants 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 loss per share for the three months ended March 31, 2022 and 2021. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share (unaudited) during the three months ended March 31, 2022 and 2021: Schedule of Earnings Per Share 2022 2021 Three Months Ended March 31, 2022 2021 Numerator Net loss from continuing operations $ (2,266,132 ) $ (3,667,328 ) Deemed dividends (135,924,745 ) (50,358,149 ) Net loss attributable to common stockholders, continuing operations $ (138,190,877 ) $ (54,025,477 ) Net loss from discontinued operations (1,434 ) (226,666 ) Net loss available to common stockholders $ (138,192,311 ) $ (54,252,143 ) Denominator Weighted average number of shares of common stock outstanding during the period - basic and diluted 4,812,754 25 Net loss per share of common stock available to common stockholders - basic and diluted: Basic and diluted, continuing operations $ (28.71 ) $ (2,161,019.08 ) Basic and diluted, discontinued operations $ (0.00 ) $ (9,066.64 ) Total basic and diluted $ (28.71 ) $ (2,170,085.72 ) |
Schedule of Anti-dilutive 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 March 31, 2022 and 2021, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended March 31, 2022 2021 Warrants 5,002,174,096 1,383 Convertible preferred stock 3,093,872,894 1,087 Convertible debentures 388,960,870 77 Stock options 26 26 8,485,007,886 2,573 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at March 31, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Accounts Receivable March 31, December 31, 2022 2021 Accounts receivable $ 10,840,792 $ 12,961,817 Less: Allowance for contractual obligations (7,175,150 ) (8,737,502 ) Allowance for doubtful accounts (1,038,274 ) (1,456,791 ) Accounts receivable owed under settlements/sales agreements (529,411 ) (688,236 ) Accounts receivable, net $ 2,097,957 $ 2,079,288 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at March 31, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Accrued Expenses March 31, December 31, 2022 2021 Accrued payroll and related liabilities $ 7,675,786 $ 7,528,464 HHS Provider Relief Funds 863,452 863,452 Accrued interest 4,891,351 5,027,459 Accrued legal 622,318 632,318 Other accrued expenses 1,907,397 1,448,242 Accrued expenses $ 15,960,304 $ 15,499,935 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company and its subsidiaries are party to a number of loans with third parties and affiliates. At March 31, 2022 (unaudited) and December 31, 2021, notes payable consisted of the following: Schedule of Notes Payable Notes Payable – Third Parties March 31, 2022 December 31, 2021 100,000 250,000 Settlement amount/loan payable to TCA Global Credit Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 16 500,000 $ 100,000 $ 250,000 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 6 291,557 291,557 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 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 23,325 400,800 Notes payable dated January 31, 2021 and February 16, 2021 in the original aggregate amount of $ 245,000 10 100 - 122,500 Notes payable to Western Healthcare, LLC dated August 10, 2021, in the aggregate principal amount of $ 2.4 18 0.2 August 30, 2022 1,534,700 2,152,962 Note payable 3,399,582 4,667,819 Less current portion (3,399,582 ) (4,667,819 ) Notes payable - third parties, net of current portion $ - $ - |
Schedule of Notes Payable Related Parties | At March 31, 2022 (unaudited) and December 31, 2021, note payable - related party consisted of the following: Schedule of Notes Payable Related Parties March 31, December 31, Loan payable to Christopher Diamantis $ 2,877,000 $ 2,127,000 Less current portion of note payable, related party (2,877,000 ) (2,127,000 ) Total note payable, related party, net of current portion $ — $ — |
Schedule of Debentures | The carrying amount of all outstanding debentures with institutional investors as of March 31, 2022 (unaudited) and December 31, 2021 was as follows: Schedule of Debentures March 31, December 31, Debentures $ 8,222,240 $ 8,222,240 Debentures Less current portion (8,222,240 ) (8,222,240 ) Debentures, net of current portion $ - $ - |
Finance and Operating Lease O_2
Finance and Operating Lease Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Finance And Operating Lease Obligations | |
Schedule of Lease-related Assets and Liabilities | The following table presents our lease-related assets and liabilities at March 31, 2022 (unaudited) and December 31, 2021: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification March 31, 2022 December 31, 2021 Assets: Operating leases Right-of-use operating lease assets $ 793,862 $ 821,274 Finance lease Property and equipment, net 220,461 220,461 Total lease assets $ 1,014,323 $ 1,041,735 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 247,017 $ 247,017 Finance lease Current liabilities 220,461 220,461 Noncurrent: Operating leases Right-of-use operating lease obligations 546,845 574,257 Total lease liabilities $ 1,014,323 $ 1,041,735 Weighted-average remaining term: Operating leases 3.62 years 3.57 Finance lease (1) 0 0 Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance leases 4.9 % 4.9 % |
Schedule of Lease Expense | The following table presents certain information related to lease expense for finance and operating leases for the three months ended March 31, 2022 and 2021 (unaudited): Schedule of Lease Expense Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Finance lease expense: Depreciation/amortization of leased assets $ - $ - Interest on lease liabilities - - Operating leases: Short-term lease expense (2) 49,182 72,650 Total lease expense $ 49,182 $ 72,650 |
Schedule of Lease Supplemental Cash Flow Information | The following table presents supplemental cash flow information for the three months ended March 31, 2022 and 2021 (unaudited): Schedule of Lease Supplemental Cash Flow Information Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases obligations $ 56,208 $ 34,861 Operating cash flows for finance lease $ - $ - Financing cash flows for finance lease payments $ - $ - |
Schedule of Future Minimum Rentals Under Right-of-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-of-use Operating and Finance Leases Right-of-Use Operating Leases Finance Lease Twelve months ending March 31: 2023 $ 341,718 224,252 2024 243,270 - 2025 221,088 - 2026 130,547 - Thereafter - - Total 936,623 224,252 Less interest (142,761 ) (3,791 ) Present value of minimum lease payments 793,862 220,461 Less current portion of lease obligations (247,017 ) (220,461 ) Lease obligations, net of current portion $ 546,845 - |
Derivative Financial Instrume_2
Derivative Financial Instruments, Fair Value and Deemed Dividends (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Financial Instruments Fair Value And Deemed Dividends | |
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 March 31, 2022 (unaudited) and December 31, 2021: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total As of March 31, 2022: 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 As of December 31, 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) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The following summarizes the information related to warrant activity during the three months ended March 31, 2022: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2021 54,280,658 $ 1.43 Expiration of warrants (33,601,203 ) (0.1608 ) Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 4,981,494,641 - Balance at March 31, 2022 5,002,174,096 $ 0.0144 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Schedule of Supplemental Cash Flow Information 2022 2021 Three Months Ended March 31, 2022 2021 (unaudited) (unaudited) Cash paid for interest $ 762,250 $ - Cash paid for income taxes $ - $ 281,025 Non-cash investing and financing activities: Series N Preferred Stock converted into common stock $ 593,330 $ 4,177,516 Deemed dividends from issuances of Series P Preferred Stock 222,222 - Deemed dividends for trigger of down round provisions $ 135,702,523 $ 50,358,149 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operation of Balance Sheet and Operation Statement | Carrying amounts of major classes of liabilities included as part of discontinued operations in the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement March 31, December 31, (unaudited) Accounts payable $ 1,108,066 $ 1,108,066 Accrued expenses 339,087 341,410 Current liabilities of discontinued operations $ 1,447,153 $ 1,449,476 Major line items constituting loss from discontinued operations in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 consisted of the following: Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Revenues from services** $ - $ 118,216 Cost of services - 390 Gross profit - 117,826 Operating expenses 1,434 331,597 Other expense - (12,895 ) Provision for income taxes - - Loss from discontinued operations $ (1,434 ) $ (226,666 ) ** Revenues from services in the three months ended March 31, 2021 includes related party revenue of $ 62,316 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Schedule of Dilutive Effect of Various Potential Common Shares | The following table presents the dilutive effect of our various potential shares of common stock as of May 20, 2022: Schedule of Dilutive Effect of Various Potential Common Shares May 20, 2022 Shares of common stock outstanding 1,229,322,256 Dilutive potential shares: Stock options 26 Warrants 255,666,675,553 Convertible debt 14,443,166,667 Convertible preferred stock 195,964,117,657 Total dilutive potential shares of common stock, including outstanding common stock 467,303,282,159 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Millions | Jul. 16, 2021 | Mar. 15, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 15, 2022 | Mar. 14, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Nov. 04, 2021 |
Reverse Stock Split | 1-for-1,000 | 1-for-10,000 | |||||||
Common stock, shares authorized | 250,000,000,000 | 250,000,000,000 | 50,000,000,000 | 250,000,000,000 | 50,000,000,000 | 10,000,000,000 | |||
[custom:EstimatedContractualAllowance] | $ 8.1 | $ 5.5 | |||||||
Accounts Receivable, Credit Loss Expense (Reversal) | 1.4 | 3 | |||||||
Allowance for adjustment of revenue | 9.5 | 8.5 | |||||||
Revenues | 1.1 | 0.7 | |||||||
Deemed dividend | $ 135.7 | $ 50.4 | |||||||
Common Stock [Member] | |||||||||
Reverse Stock Split | As a result of the Reverse Stock Splits, 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 | 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 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) | Apr. 13, 2022USD ($) | Jan. 31, 2018USD ($)ft² | Jan. 13, 2017USD ($)ft² | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 13, 2017a |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Relief funds | $ 13,300,000 | |||||||
Revenues | 1,100,000 | $ 700,000 | ||||||
Interest Payable, Current | 4,891,351 | $ 5,027,459 | ||||||
Employee retention credits | 1,500,000 | 1,500,000 | ||||||
Working capital deficit | 42,800,000 | |||||||
Stockholders' deficit | 28,569,099 | 52,911,746 | 27,301,524 | $ 49,017,752 | ||||
Operating Income (Loss) | 1,919,283 | 5,223,493 | ||||||
Cash used in operating activities | 1,151,680 | $ 1,113,572 | ||||||
Public Health and Social Services Emergency Fund [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Relief funds | 100,000,000,000 | |||||||
HHS Provider Relief Funds [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Revenues | 12,400,000 | |||||||
Revenue recognized | $ 4,400,000 | $ 8,000,000 | ||||||
Interest Payable, Current | $ 900,000 | |||||||
HHS Provider Relief Funds [Member] | Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Relief funds | $ 300,000 | |||||||
Jamestown Regional Medical Center [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Payments to acquire land | $ 700,000 | |||||||
Land [Member] | Jamestown Regional Medical Center [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Area of Land | ft² | 90,000 | |||||||
Asset Purchase Agreement [Member] | Scott County Community Hospital [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Bankruptcy claims, amount of claims filed | $ 1,000,000 | |||||||
Asset Purchase Agreement [Member] | Building [Member] | Scott County Community Hospital [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Area of Land | ft² | 52,000 | |||||||
Asset Purchase Agreement [Member] | Building Improvements [Member] | Scott County Community Hospital [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Area of Land | 6,300 | 4.3 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss from continuing operations | $ (2,266,132) | $ (3,667,328) |
Deemed dividends | (135,924,745) | (50,358,149) |
Net loss attributable to common stockholders, continuing operations | (138,190,877) | (54,025,477) |
Net loss from discontinued operations | (1,434) | (226,666) |
Net loss available to common stockholders | $ (138,192,311) | $ (54,252,143) |
Weighted average number of shares of common stock outstanding during the period - basic and diluted | 4,812,754 | 25 |
Basic and diluted, continuing operations | $ (28.71) | $ (2,161,019.08) |
Basic and diluted, discontinued operations | 0 | (9,066.64) |
Total basic and diluted | $ (28.71) | $ (2,170,085.72) |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 8,485,007,886 | 2,573 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 5,002,174,096 | 1,383 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 3,093,872,894 | 1,087 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 388,960,870 | 77 |
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 | May 20, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Common Stock, Shares, Outstanding | 17,177,190 | 4,244,700 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common Stock, Shares, Outstanding | 467,300,000,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 10,840,792 | $ 12,961,817 |
Allowance for contractual obligations | (7,175,150) | (8,737,502) |
Allowance for doubtful accounts | (1,038,274) | (1,456,791) |
Accounts receivable owed under settlements/sales agreements | (529,411) | (688,236) |
Accounts receivable, net | $ 2,097,957 | $ 2,079,288 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Sep. 14, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Bad debts | $ 1,400,000 | $ 3,000,000 | ||||
Allowance for doubtful accounts | 1,038,274 | $ 1,456,791 | ||||
Accounts receivable sales | $ 3,300,000 | |||||
Proceeds from accounts Receivable securitization | 2,200,000 | |||||
Loan origination fees | 100,000 | |||||
Gain (loss) on sale of accounts receivable | 1,200,000 | |||||
Accounts receivable | $ 1,700,000 | |||||
Three Funding Parties [Member] | Sales Agreements [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accounts receivable | $ 500,000 | 700,000 | ||||
Amount need to be paid | $ 900,000 | |||||
Monthly payments | $ 52,941 | |||||
Gain from legal settlements | $ 600,000 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related liabilities | $ 7,675,786 | $ 7,528,464 |
HHS Provider Relief Funds | 863,452 | 863,452 |
Accrued interest | 4,891,351 | 5,027,459 |
Accrued legal | 622,318 | 632,318 |
Other accrued expenses | 1,907,397 | 1,448,242 |
Accrued expenses | $ 15,960,304 | $ 15,499,935 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Apr. 13, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | |||
Employee-related Liabilities | $ 2,400,000 | $ 2,300,000 | |
Accrued Payroll Taxes | 3,900,000 | 3,900,000 | |
[custom:EmployeeRetentionCredits-0] | 1,500,000 | 1,500,000 | |
Accrued interest | 4,891,351 | 5,027,459 | |
Relief funds | 13,300,000 | ||
Mr. Diamantis [Member] | |||
Line of Credit Facility [Line Items] | |||
Accrued interest | 400,000 | $ 300,000 | |
HHS Provider Relief Funds [Member] | |||
Line of Credit Facility [Line Items] | |||
Accrued interest | $ 900,000 | ||
HHS Provider Relief Funds [Member] | Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Relief funds | $ 300,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 01, 2020 |
Short-Term Debt [Line Items] | |||
Note payable | $ 3,399,582 | $ 4,667,819 | $ 450,000 |
Less current portion | (3,399,582) | (4,667,819) | |
Notes payable - third parties, net of current portion | |||
Notes Payable Third Parties One [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable | 100,000 | 250,000 | |
Notes Payable Third Parties Two [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable | 291,557 | 291,557 | |
Notes Payable Third Parties Three [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable | 1,450,000 | 1,450,000 | |
Notes Payable Third Parties Four [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable | 23,325 | 400,800 | |
Notes Payable Third Parties Five [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable | 122,500 | ||
Notes Payable Third Parties Six [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable | $ 1,534,700 | $ 2,152,962 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Short-Term Debt [Line Items] | |||
Repayments of notes payable | $ 933,418 | $ 24,276 | |
Number of shares issued, shares | 1,100 | ||
Notes Payable Third Parties One [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | $ 3,000,000 | ||
Debt instruments interest rate | 16.00% | ||
Repayments of notes payable | $ 500,000 | ||
Notes Payable Third Parties Two [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | $ 500,000 | ||
Debt instruments interest rate | 6.00% | ||
Notes Payable Third Parties Three [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | $ 1,900,000 | ||
Debt discount | 300,000 | ||
Deferred financing fees | $ 100,000 | ||
Notes Payable Third Parties Four [Member] | Paycheck Protection Program [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instruments interest rate | 1.00% | ||
Notes Payable Third Parties Five [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | $ 245,000 | ||
Debt instruments interest rate | 10.00% | ||
Number of shares issued, shares | 100 | ||
Notes Payable Third Parties Six [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | $ 2,400,000 | ||
Debt instruments interest rate | 18.00% | ||
Debt instrument periodic payment | $ 200,000 | ||
Debt instrument maturity date | Aug. 30, 2022 |
Schedule of Notes Payable Relat
Schedule of Notes Payable Related Parties (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Total note payable related party | $ 2,877,000 | $ 2,127,000 |
Less current portion of note payable, related party | (2,877,000) | (2,127,000) |
Total note payable related party net of current portion |
Schedule of Debentures (Details
Schedule of Debentures (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Debentures | $ 8,222,240 | $ 8,222,240 |
Less current portion | (8,222,240) | (8,222,240) |
Debentures, net of current portion |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jan. 18, 2022 | Jan. 18, 2022 | Sep. 14, 2021 | Aug. 10, 2021 | Apr. 20, 2020 | Sep. 27, 2019 | Sep. 30, 2021 | May 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2022 | Feb. 29, 2020 | Dec. 31, 2018 | Nov. 03, 2016 |
Short-Term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 100,000 | |||||||||||||||
Repayments of Related Party Debt | 127,313 | |||||||||||||||
Notes Payable, Related Parties | 2,877,000 | $ 2,127,000 | ||||||||||||||
Anthony O Killough [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 1,900,000 | |||||||||||||||
Proceeds from Issuance of Debt | 1,500,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | 300,000 | |||||||||||||||
Debt Issuance Costs, Net | 100,000 | |||||||||||||||
Mr. Christopher Diamantis [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Repayments of debt | $ 750,000 | $ 750,000 | $ 2,200,000 | |||||||||||||
Proceeds from Issuance of Debt | 1,600,000 | |||||||||||||||
[custom:NonpaymentOfPromissoryNote-0] | $ 2,200,000 | |||||||||||||||
Repayments of Related Party Debt | $ 450,000 | |||||||||||||||
Mr. Christopher Diamantis [Member] | First Principal Payment [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,000,000 | |||||||||||||||
Debt Instrument, Maturity Date | Nov. 8, 2019 | |||||||||||||||
Mr. Christopher Diamantis [Member] | Remaining Principal Payment [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 900,000 | |||||||||||||||
Debt Instrument, Maturity Date | Dec. 26, 2019 | |||||||||||||||
Mr. Diamantis [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Repayments of debt | 2,900,000 | |||||||||||||||
Notes Payable, Related Parties | $ 750,000 | $ 750,000 | ||||||||||||||
Loans Payable | 750,000 | 500,000 | ||||||||||||||
Mr. Diamantis [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Accrued interest on loan | $ 400,000 | 300,000 | ||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Interest expense | $ 100,000 | 53,000 | ||||||||||||||
Tegal Notes [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Repayments of debt | 50,055 | |||||||||||||||
Principal amount | $ 341,612 | |||||||||||||||
Accrued interest on loan | $ 43,000 | |||||||||||||||
Paycheck Protection Program Notes [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Proceeds from Issuance of Long-Term Debt | $ 2,400,000 | |||||||||||||||
Debt instrument forgiven | $ 2,300,000 | 2,000,000 | $ 300,000 | |||||||||||||
Debenture [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 18.00% | |||||||||||||||
Outstanding debentures | $ 1,900,000 | 1,900,000 | ||||||||||||||
Penalty | 30.00% | |||||||||||||||
Interest expense | $ 400,000 | $ 600,000 | ||||||||||||||
Accrued interest | 4,000,000 | 3,600,000 | ||||||||||||||
Debenture [Member] | Investor [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Outstanding debentures | 8,200,000 | 8,200,000 | ||||||||||||||
March 2017 Debentures [Member] | March Debentures Holders [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Outstanding debentures | $ 2,600,000 | 2,600,000 | ||||||||||||||
Conversion price per share | $ 0.0092 | |||||||||||||||
Debt converted into shares, value | $ 280,500,000 | |||||||||||||||
2018 Debentures [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 14,500,000 | |||||||||||||||
Conversion price per share | $ 0.052 | |||||||||||||||
Debt converted into shares, value | $ 5,600,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 108.5 | |||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Repayments of debt to be paid | $ 500,000 | |||||||||||||||
Repayments of debt | $ 150,000 | $ 250,000 | ||||||||||||||
Debt payment terms | The remaining $0.1 million is due in two consecutive monthly installments of $50,000 payable on or before the fifth day of each month. | |||||||||||||||
Debt periodic payment | $ 50,000 | |||||||||||||||
Gain from legal settlement | $ 2,200,000 | |||||||||||||||
Repayments of Related Party Debt | $ 52,941 | |||||||||||||||
Settlement Agreement [Member] | Western Health Care [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Repayments of debt | $ 200,000 | |||||||||||||||
Principal amount | 2,400,000 | 900,000 | ||||||||||||||
Accrued interest on loan | $ 100,000 | |||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 200,000 | |||||||||||||||
Interest rate | 18.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
[custom:TechnologyrelatedServices] | $ 54,000 | ||
Lease, Cost | 49,182 | $ 72,650 | |
Alcimede LLC and Alcimede Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Professional fees | 100,000 | $ 100,000 | |
InnovaQor [Member] | |||
Related Party Transaction [Line Items] | |||
[custom:WorkingCapitalAdvance] | 500,000 | $ 400,000 | |
Lease, Cost | $ 9,700 |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Finance And Operating Lease Obligations | |||
Operating leases, Right-of-use operating lease obligations | $ 793,862 | $ 821,274 | |
Finance leases, Property and equipment, net | 220,461 | 220,461 | |
Total lease assets | 1,014,323 | 1,041,735 | |
Operating leases Right-of-use operating lease obligations | 247,017 | 247,017 | |
Finance leases Current liabilities | 220,461 | 220,461 | |
Operating leases Right-of-use operating lease obligations | 546,845 | 574,257 | |
Total lease liabilities | $ 1,014,323 | $ 1,041,735 | |
Weighted-average remaining term: Operating leases | 3 years 7 months 13 days | 3 years 6 months 25 days | |
Weighted-average remaining term: Finance leases | [1] | 0 years | 0 years |
Weighted-average discount rate: Operating leases | 13.00% | 13.00% | |
Weighted-average discount rate: Finance leases | 4.90% | 4.90% | |
[1] | As of March 31, 2022 and December 31, 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 in the amount of $ 0.2 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finance And Operating Lease Obligations | ||
Depreciation/amortization of leased assets | ||
Interest on lease liabilities | ||
Short-term lease expense (2) | 49,182 | 72,650 |
Total lease expense | $ 49,182 | $ 72,650 |
Schedule of Lease Supplemental
Schedule of Lease Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finance And Operating Lease Obligations | ||
Operating cash flows for operating leases obligations | $ 56,208 | $ 34,861 |
Operating cash flows for finance lease | ||
Financing cash flows for finance lease payments |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid, Rolling Maturity [Abstract] | ||
2023 | $ 341,718 | |
2024 | 243,270 | |
2025 | 221,088 | |
2026 | 130,547 | |
Thereafter | ||
Total | 936,623 | |
Less interest | (142,761) | |
Present value of minimum lease payments | 793,862 | |
Less current portion of lease obligations | (247,017) | $ (247,017) |
Lease obligations, net of current portion | 546,845 | 574,257 |
Finance Lease, Liability, to be Paid, Rolling Maturity [Abstract] | ||
2023 | 224,252 | |
2024 | ||
2025 | ||
2026 | ||
Thereafter | ||
Total | 224,252 | |
Less interest | (3,791) | |
Present value of minimum lease payments | 220,461 | |
Less current portion of lease obligations | (220,461) | $ (220,461) |
Lease obligations, net of current portion |
Finance and Operating Lease O_3
Finance and Operating Lease Obligations (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Finance And Operating Lease Obligations | |
Finance lease future minimum lease payments | $ 224,252 |
Finance lease, accrued interest | $ 200,000 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | $ 9,471,408 | $ 9,471,408 |
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 | 9,471,408 |
InnovaQor Series B Preferred Stock [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 9,016,072 | 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 | 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 |
Derivative Financial Instrume_3
Derivative Financial Instruments, Fair Value and Deemed Dividends (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Derivative Liability | $ 9,471,408 | $ 9,471,408 | |
Market price, percentage | 85.00% | ||
Change in value of embedded conversion option | $ 0 | 0 | |
[custom:DeemedDividends] | $ 135,700,000 | $ 50,400,000 | |
Stock Issued During Period, Shares, New Issues | shares | 1,100 | ||
Series P Preferred Stock [Member] | |||
[custom:DeemedDividends] | $ 200,000 | ||
Stock Issued During Period, Shares, New Issues | shares | 1,100 | ||
Debentures [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||
Debt Instrument, Measurement Input | 0 | 0.06 | |
Debentures [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||
Debt Instrument, Measurement Input | 2.55 | 0.10 | |
Debentures [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||
Debt Instrument, Measurement Input | 1.94 | 213.25 | |
Debentures [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||
Debt Instrument, Measurement Input | 1,564 | 243.58 | |
Debentures [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||
Debt Instrument, Term | 3 days | 10 months 28 days | |
Debentures [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||
Debt Instrument, Term | 2 years 5 months 12 days | 1 year 2 months 15 days | |
InnovaQor Series B Preferred Stock [Member] | |||
Derivative Liability | $ 9,016,072 | 9,016,072 | |
Embedded Conversion Options [Member] | |||
Derivative Liability | $ 455,336 | $ 455,336 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares of common stock issuable for warrants, beginning balance | 54,280,658 |
Weighted average exercise price, beginning balance | $ / shares | $ 1.43 |
Number of shares of common stock issuable for warrants, expiration of warrants | (33,601,203) |
Weighted average exercise price expiration of warrants | $ / shares | $ (0.1608) |
Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions | 4,981,494,641 |
Number of shares of common stock issuable for warrants, ending balance | 5,002,174,096 |
Weighted average exercise price, ending balance | $ / shares | $ 0.0144 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | May 20, 2022 | Apr. 02, 2022 | Apr. 01, 2022 | Mar. 11, 2022 | Dec. 31, 2021 | Nov. 07, 2021 | Aug. 27, 2021 | Jun. 30, 2020 | Sep. 27, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 15, 2022 | Mar. 14, 2022 | Nov. 05, 2021 | Nov. 04, 2021 | Aug. 31, 2020 |
Class of Stock [Line Items] | |||||||||||||||||
Common stock shares authorized | 250,000,000,000 | 250,000,000,000 | 250,000,000,000 | 250,000,000,000 | 50,000,000,000 | 50,000,000,000 | 10,000,000,000 | ||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||
Preferred stock, stated value | $ 0.01 | ||||||||||||||||
Stock issued during period, shares, new issues | 1,100 | ||||||||||||||||
Number of common stock issued, value | $ 100,000 | ||||||||||||||||
[custom:PreferredStockVotingPercentage] | 51.00% | ||||||||||||||||
Common stock, shares issued | 4,244,700 | 17,177,190 | 4,244,700 | ||||||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 1,000,000 | ||||||||||||||||
Dividends | $ 1,100,000 | ||||||||||||||||
Conversion price discount percentage | 10.00% | ||||||||||||||||
Debt instrument, unamortized discount | $ 100,000 | ||||||||||||||||
Common stock shares outstanding | 4,244,700 | 17,177,190 | 4,244,700 | ||||||||||||||
Stock options outstanding weighted average exercise price | $ 2,900,000 | ||||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Warrant maturity date | Mar. 21, 2024 | ||||||||||||||||
March 2017 Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price per share | $ 0.0092 | ||||||||||||||||
Number of warrants exercisable | 1,900,000,000 | ||||||||||||||||
2007 Equity Plan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Weighted average period | 4 years 1 month 13 days | 4 years 1 month 13 days | |||||||||||||||
Intrinsic value of options exercisable | $ 0 | $ 0 | $ 0 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock shares outstanding | 467,300,000,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares issued | 44 | ||||||||||||||||
Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock exercisable | 5,000,000,000 | ||||||||||||||||
Warrants expired | 33,600,000,000 | ||||||||||||||||
Number of warrants issued as anti dilution provision | 5,000,000,000 | ||||||||||||||||
March Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants issued as anti dilution provision | 5,000,000,000 | ||||||||||||||||
Series B Warrant [Member] | March 2017 Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants exercisable | 1,200,000,000 | ||||||||||||||||
Series B Warrants [Member] | March 2017 Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants exercisable | 1,900,000,000 | ||||||||||||||||
Series C Warrant [Member] | March 2017 Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Series F Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock shares outstanding | 1,750,000 | ||||||||||||||||
Series F Convertible Preferred Stock [Member] | Genomas, Inc [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 1,750,000 | ||||||||||||||||
Number of common stock issued, value | $ 174,097 | ||||||||||||||||
Series H Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock shares outstanding | 10 | ||||||||||||||||
Series L Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock shares outstanding | 250,000 | ||||||||||||||||
Series M Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 30,000 | 30,000 | 30,000 | ||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock shares outstanding | 20,810 | 20,810.35 | 20,810 | ||||||||||||||
Preferred stock, shares issued | 20,810 | 20,810 | 20,810 | ||||||||||||||
Conversion percentage | 90.00% | ||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||||||
Series M Preferred Stock [Member] | Mr. Diamantis [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, stated value | $ 0.01 | ||||||||||||||||
Gain loss on extinguishment of debt | $ 18,800,000 | ||||||||||||||||
Stock repurchased during period, shares | 22,000 | 570 | |||||||||||||||
Preferred stock par value | $ 1,000 | ||||||||||||||||
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 | 45 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,500 | ||||||||||||||||
Conversion of stock, shares converted | 20,810.35 | ||||||||||||||||
Conversion of Stock, Shares Issued | 383,500,000 | ||||||||||||||||
Series M Preferred Stock [Member] | Mr. Diamantis [Member] | Exchange Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 570 | ||||||||||||||||
Stock issued during period, shares, new issues | 9,500 | ||||||||||||||||
Warrant to purchase shares of common stock | 4,750 | ||||||||||||||||
Exercise price per share | $ 70 | $ 0.0092 | |||||||||||||||
Class of warrant or rights term description | three | ||||||||||||||||
Series M Preferred Stock [Member] | Mr. Diamantis [Member] | Exchange Agreements [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants exercisable | 36,100,000 | ||||||||||||||||
Series N Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 50,000 | 50,000 | 50,000 | ||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock shares outstanding | 5,936 | 5,342.554 | 5,936 | ||||||||||||||
Stock issued during period, shares, new issues | 12,900,000 | 44 | |||||||||||||||
Preferred stock, shares issued | 5,936 | 5,343 | 5,936 | ||||||||||||||
Conversion percentage | 90.00% | ||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 24,499.64 | ||||||||||||||||
Conversion of stock, shares converted | 5,342.55 | 593.33 | 4,177.5 | ||||||||||||||
Conversion of Stock, Shares Issued | 580,700,000 | ||||||||||||||||
Stock issued during period, value, conversion of units | $ 24,500,000 | ||||||||||||||||
Common stock, shares issued | 4.2 | 4.2 | |||||||||||||||
Series N Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 1,212,145,066 | ||||||||||||||||
Conversion of Stock, Shares Issued | 1,092.052 | ||||||||||||||||
Series N Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||||||||
Series N Preferred Stock [Member] | Holders [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 12,900,000 | 12,900,000 | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 593.33 | 4,177.5 | |||||||||||||||
Stock issued during period, value, conversion of units | $ 600,000 | $ 4,200,000 | |||||||||||||||
Series O Convertible Redeemable Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock shares outstanding | 9,900 | ||||||||||||||||
Series P Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 30,000 | 30,000 | 30,000 | ||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 1,000 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock shares outstanding | 8,545 | 9,644.870 | 8,545 | ||||||||||||||
Stock issued during period, shares, new issues | 1,100 | ||||||||||||||||
Preferred stock, shares issued | 8,545 | 9,645 | 8,545 | ||||||||||||||
Conversion percentage | 90.00% | ||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||||||
Indebtedness and accrued interest shares | 8,544.87 | ||||||||||||||||
Dividends | $ 200,000 | ||||||||||||||||
Series P Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 550 | ||||||||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 500,000 | ||||||||||||||||
Series P Preferred Stock [Member] | Exchange Aggrement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Long-term debt | $ 1,500,000 | ||||||||||||||||
Series P Preferred Stock [Member] | Security Purchase Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock shares outstanding | 9,644.87 | ||||||||||||||||
Conversion of stock, shares converted | 1,000,000 | ||||||||||||||||
Series P Preferred Stock [Member] | Institutional Investors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 1,100 | ||||||||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 1,000,000 | ||||||||||||||||
Series P Preferred Stock [Member] | Institutional Investors [Member] | Subsequent Event [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 550 | ||||||||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 500,000 | ||||||||||||||||
Series H Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 14,202 | 14,202 | 14,202 | ||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock shares outstanding | 10 | 10 | 10 | ||||||||||||||
Preferred stock, shares issued | 10 | 10 | 10 | ||||||||||||||
Convertible preferred stock stated stated value | $ 1,000 | ||||||||||||||||
Conversion percentage | 85.00% | ||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||
Series L Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 250,000 | 250,000 | 250,000 | ||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock shares outstanding | 250,000 | 250,000 | 250,000 | ||||||||||||||
Preferred stock, shares issued | 250,000 | 250,000 | 250,000 | ||||||||||||||
Convertible preferred stock, shares issued upon conversion | 4,100,000 | ||||||||||||||||
Preferred stock par value | $ 1 | $ 1 | $ 1 | ||||||||||||||
Series L Preferred Stock [Member] | Alcimede LLC [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, stated value | $ 1 | ||||||||||||||||
Series I-1 and Series I-2 Preferred Stock [Member] | Exchange and Redemption Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock shares outstanding | 30,435.52 | ||||||||||||||||
Series O Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | ||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock shares outstanding | 9,900 | 9,900 | 9,900 | ||||||||||||||
Preferred stock, shares issued | 9,900 | 9,900 | 9,900 | ||||||||||||||
Conversion percentage | 90.00% | ||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 1,100,000,000 | ||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 9,000,000 | ||||||||||||||||
Series O Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 58.05 | ||||||||||||||||
Series O Preferred Stock [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued | 9,900 | ||||||||||||||||
Series O Preferred Stock [Member] | Director [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||||||||
Series P Prefered Stock [Member] | Exchange Aggrement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants and rights outstanding | 1,100,000 | ||||||||||||||||
Non convertible debentures | $ 4,500,000 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 762,250 | |
Cash paid for income taxes | 281,025 | |
Series N Preferred Stock converted into common stock | 593,330 | 4,177,516 |
Deemed dividends from issuances of Series P Preferred Stock | 222,222 | |
Deemed dividends for trigger of down round provisions | $ 135,702,523 | $ 50,358,149 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May 20, 2022 | Jan. 18, 2022 | Jan. 18, 2022 | Nov. 04, 2021 | Sep. 14, 2021 | Aug. 15, 2021 | Jun. 30, 2021 | Sep. 13, 2018 | Feb. 08, 2017 | May 31, 2020 | May 31, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 01, 2020 | Feb. 29, 2020 | Jan. 24, 2017 | Dec. 07, 2016 | Nov. 30, 2016 | Sep. 27, 2016 |
Income tax liability | $ 1,000,000 | |||||||||||||||||||||||
Income taxes receivable | $ 900,000 | |||||||||||||||||||||||
Proceeds from income tax refunds | $ 300,000 | |||||||||||||||||||||||
Other comprehensive income net of tax | 600,000 | |||||||||||||||||||||||
Payment for notes payable | $ 933,418 | $ 24,276 | ||||||||||||||||||||||
Loss contingency, settlement agreement, terms | 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, leaving a balance due as of March 31, 2022 of $0.1 million (see Note 6) | |||||||||||||||||||||||
Notes Payable | $ 3,399,582 | $ 4,667,819 | $ 450,000 | |||||||||||||||||||||
Repayments of related party debt | 127,313 | |||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||
Repayments of Debt | 150,000 | 250,000 | ||||||||||||||||||||||
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 | |||||||||||||||||||||||
Settlement Agreement [Member] | August 15, 2021 and 24 [Member] | ||||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 32,922 | |||||||||||||||||||||||
Holders of Tegal Notes [Member] | ||||||||||||||||||||||||
Equipment lease outstanding balance | $ 341,612 | |||||||||||||||||||||||
Accrued interest | $ 43,000 | |||||||||||||||||||||||
Payment for notes payable | 50,055 | |||||||||||||||||||||||
Mr. Diamantis [Member] | ||||||||||||||||||||||||
Accrued interest | 400,000 | 300,000 | ||||||||||||||||||||||
Payment in settlement of judgment | $ 2,200,000 | |||||||||||||||||||||||
Mr. Diamantis [Member] | Promissory Note [Member] | ||||||||||||||||||||||||
Due to related party | $ 2,000,000 | |||||||||||||||||||||||
Mr. Christopher Diamantis [Member] | ||||||||||||||||||||||||
Repayments of Debt | $ 750,000 | $ 750,000 | $ 2,200,000 | |||||||||||||||||||||
Repayments of related party debt | 450,000 | |||||||||||||||||||||||
Mr. Christopher Diamantis [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Repayments of Debt | $ 118,500 | |||||||||||||||||||||||
Anthony O Killough [Member] | ||||||||||||||||||||||||
Notes Payable | 1,600,000 | |||||||||||||||||||||||
Anthony O Killough [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Repayments of Debt | $ 250,000 | |||||||||||||||||||||||
Florida Department of Revenue [Member] | ||||||||||||||||||||||||
Income tax penalties and interest paid | $ 1,000,000 | $ 900,000 | ||||||||||||||||||||||
Due to related party | 400,000 | |||||||||||||||||||||||
DeLage Landen Financial Services, Inc. [Member] | ||||||||||||||||||||||||
Implicit interest rate | 4.97% | |||||||||||||||||||||||
Equipment lease outstanding balance | 200,000 | |||||||||||||||||||||||
Other Net Operating Losses [Member] | ||||||||||||||||||||||||
Proceeds from income tax refunds | 300,000 | |||||||||||||||||||||||
2015 Federal Income Tax Audit [Member] | ||||||||||||||||||||||||
Income tax liability | 700,000 | 700,000 | ||||||||||||||||||||||
Income taxes receivable | 1,100,000 | 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 | |||||||||||||||||||||||
Gain on legal settlement | 2,200,000 | |||||||||||||||||||||||
TCA Global Master Fund LP [Member] | ||||||||||||||||||||||||
Loss contingency, damages sought, value | $ 200,000 | $ 500,000 | ||||||||||||||||||||||
CHSPCS [Member] | ||||||||||||||||||||||||
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 | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | ||
Accounts payable | $ 1,108,066 | $ 1,108,066 | ||
Accrued expenses | 339,087 | 341,410 | ||
Current liabilities of discontinued operations | 1,447,153 | $ 1,449,476 | ||
Revenue from services | [1] | $ 118,216 | ||
Cost of services | 390 | |||
Gross profit | 117,826 | |||
Operating expenses | 1,434 | 331,597 | ||
Other expense | (12,895) | |||
Provision for income taxes | ||||
loss from discontinued operations | $ (1,434) | (226,666) | ||
Service [Member] | ||||
Related party revenue | $ 62,316 | |||
[1] | Expenses are included in general and administrative expenses in the condensed consolidated statements of operations. |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | Jun. 25, 2021shares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Nov. 01, 2020USD ($) |
Sale of stock, number of shares issued in transaction | shares | 14,950 | |||
Stock issued during period, shares, new issues | shares | 1,100 | |||
Stock issued during period, value, new issues | $ 100,000 | |||
Notes payable | $ 3,399,582 | $ 4,667,819 | $ 450,000 | |
Valuation Technique, Option Pricing Model [Member] | ||||
Long-term debt, term | 5 years | |||
Measurement Input, Risk Free Interest Rate [Member] | Valuation Technique, Option Pricing Model [Member] | ||||
Equity securities, FV-NI, measurement input | 0.84 | |||
Measurement Input, Price Volatility [Member] | Valuation Technique, Option Pricing Model [Member] | ||||
Equity securities, FV-NI, measurement input | 250 | |||
Measurement Input, Discount Rate [Member] | Valuation Technique, Option Pricing Model [Member] | ||||
Equity securities, FV-NI, measurement input | 35 | |||
AMSG [Member] | ||||
Gain on sale of investments | 11,300,000 | |||
Sale of stock, consideration received on transaction | $ 2,200,000 | |||
Series B Non Voting Convertible Preferred Stock [Member] | ||||
Number of shares converted | shares | 14,950 | |||
Series B Preferred Stock [Member] | ||||
Preferred stock, stated value | $ / shares | $ 1,000 | |||
Long-term debt | 90.00% | |||
Debt instrument, interest rate during period | 4.99% | |||
Long-term debt | $ 9,100,000 | |||
Series B Preferred Stock [Member] | Option Price Method [Member] | ||||
Long-term debt | $ 9,100,000 | |||
Series P Preferred Stock [Member] | ||||
Preferred stock, stated value | $ / shares | $ 1,000 | $ 1,000 | ||
Long-term debt | 10.00% | |||
Stock issued during period, shares, new issues | shares | 1,100 | |||
Series P Preferred Stock [Member] | AMSG [Member] | ||||
Sale of stock, consideration received on transaction | $ 9,100,000 | |||
InnovaQor Series B Preferred Stock [Member] | ||||
Notes payable | $ 9,000,000 | $ 9,000,000 | ||
InnovaQor Series B Preferred Stock [Member] | Preferred Stock [Member] | ||||
Stock issued during period, shares, new issues | shares | 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 | 2 Months Ended | 3 Months Ended | |
May 20, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 8,485,007,886 | 2,573 | |
Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 5,002,174,096 | 1,383 | |
Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 3,093,872,894 | 1,087 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 467,303,282,159 | ||
Subsequent Event [Member] | Shares Of Common Stock Outstanding [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 1,229,322,256 | ||
Subsequent Event [Member] | Equity Option [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 26 | ||
Subsequent Event [Member] | Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 255,666,675,553 | ||
Subsequent Event [Member] | Convertible Debt [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 14,443,166,667 | ||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 195,964,117,657 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 20, 2022 | Apr. 13, 2022 | Apr. 02, 2022 | Jan. 18, 2022 | Jan. 18, 2022 | Dec. 31, 2021 | May 31, 2020 | May 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Nov. 01, 2020 | Feb. 29, 2020 |
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | 1,100 | |||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 1,000,000 | |||||||||||
Notes Payable | $ 4,667,819 | 3,399,582 | $ 450,000 | |||||||||
Mr. Diamantis [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Payment in settlement of judgment | $ 2,200,000 | |||||||||||
Mr. Diamantis [Member] | Promissory Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Due to Related Parties | $ 2,000,000 | |||||||||||
Mr. Christopher Diamantis [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Repayments of Debt | $ 750,000 | $ 750,000 | $ 2,200,000 | |||||||||
Anthony O Killough [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Notes Payable | $ 1,600,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from loans | $ 300,000 | |||||||||||
Subsequent Event [Member] | Mr. Christopher Diamantis [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Repayments of Debt | $ 118,500 | |||||||||||
Subsequent Event [Member] | Anthony O Killough [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Repayments of Debt | $ 250,000 | |||||||||||
Series N Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | 12,900,000 | 44 | ||||||||||
Conversion of Stock, Shares Issued | 580,700,000 | |||||||||||
Series N Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | 1,212,145,066 | |||||||||||
Conversion of Stock, Shares Issued | 1,092.052 | |||||||||||
Conversion of Stock, Amount Issued | $ 1,092,052 | |||||||||||
Series O Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 9,000,000 | |||||||||||
Series O Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Conversion of Stock, Shares Issued | 58.05 | |||||||||||
Conversion of Stock, Amount Issued | $ 58,050 | |||||||||||
Series P Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | 1,100 | |||||||||||
Series P Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | 550 | |||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 500,000 |