Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 29,084,322,257 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 10,958 | $ 724,524 |
Accounts receivable, net | 3,330,734 | 2,079,288 |
Note receivable / receivable from related party | 961,169 | 374,473 |
Inventory | 273,644 | 280,513 |
Prepaid expenses and other current assets | 116,848 | 121,879 |
Income tax refunds receivable | 1,139,226 | 1,139,226 |
Total current assets | 5,832,579 | 4,719,903 |
Property and equipment, net | 4,312,188 | 4,630,090 |
Intangible asset | 259,443 | 259,443 |
Investment | 9,016,072 | 9,016,072 |
Deposits | 227,814 | 187,814 |
Right-of-use assets | 640,386 | 821,274 |
Total assets | 20,288,482 | 19,634,596 |
Current liabilities: | ||
Accounts payable (includes related party amounts of $0.3 million and $0.3 million, respectively) | 12,380,408 | 12,135,237 |
Accrued expenses (includes related party amounts of $0.1 million and $0.3 million, respectively) | 19,352,488 | 15,499,935 |
Income taxes payable | 1,337,342 | 1,337,342 |
Current portion of notes payable | 3,119,505 | 4,667,819 |
Current portion of loan payable, related party | 3,027,000 | 2,127,000 |
Current portion of debentures | 8,222,240 | 8,222,240 |
Current portion of right-of-use operating lease obligations | 239,449 | 247,017 |
Current portion of finance lease obligation | 220,461 | 220,461 |
Derivative liabilities | 455,336 | 455,336 |
Current liabilities of discontinued operations | 1,447,762 | 1,449,476 |
Total current liabilities | 49,801,991 | 46,361,863 |
Right-of-use operating lease obligations, net of current portion | 400,937 | 574,257 |
Total liabilities | 50,202,928 | 46,936,120 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 250,000,000,000 shares authorized, 15,094,322,257 and 4,244,700 shares issued and outstanding, respectively | 1,509,432 | 424 |
Additional paid-in-capital | 1,672,970,822 | 1,342,085,957 |
Accumulated deficit | (1,704,397,638) | (1,369,408,356) |
Total stockholders’ deficit | (29,914,446) | (27,301,524) |
Total liabilities and stockholders’ deficit | 20,288,482 | 19,634,596 |
Series F Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series P preferred stock, $0.01 par value, $1,000 stated value per share, 30,000 shares authorized, 10,195 and 8,545 shares issued and outstanding, respectively | 17,500 | |
Series H Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series P preferred stock, $0.01 par value, $1,000 stated value per share, 30,000 shares authorized, 10,195 and 8,545 shares issued and outstanding, respectively | ||
Series L Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series P preferred stock, $0.01 par value, $1,000 stated value per share, 30,000 shares authorized, 10,195 and 8,545 shares issued and outstanding, respectively | 2,500 | 2,500 |
Series M Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series P preferred stock, $0.01 par value, $1,000 stated value per share, 30,000 shares authorized, 10,195 and 8,545 shares issued and outstanding, respectively | 208 | 208 |
Series N Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series P preferred stock, $0.01 par value, $1,000 stated value per share, 30,000 shares authorized, 10,195 and 8,545 shares issued and outstanding, respectively | 36 | 59 |
Series O Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series P preferred stock, $0.01 par value, $1,000 stated value per share, 30,000 shares authorized, 10,195 and 8,545 shares issued and outstanding, respectively | 92 | 99 |
Series P Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Series P preferred stock, $0.01 par value, $1,000 stated value per share, 30,000 shares authorized, 10,195 and 8,545 shares issued and outstanding, respectively | $ 102 | $ 85 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Payable, Related Parties, Current | $ 0.3 | $ 0.3 |
Accrued expenses related parties | $ 0.1 | $ 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 | 15,094,322,257 | 4,244,700 |
Common stock shares outstanding | 15,094,322,257 | 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 | 0 | 1,750,000 |
Preferred stock shares outstanding | 0 | 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 | 3,583 | 5,936 |
Preferred stock shares outstanding | 3,582.96 | 5,936 |
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 | 9,262 | 9,900 |
Preferred stock shares outstanding | 9,262 | 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 | 10,195 | 8,545 |
Preferred stock shares outstanding | 10,194.87 | 8,545 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenues | $ 2,825,937 | $ 1,010,245 | $ 7,576,693 | $ 1,288,402 |
Operating expenses: | ||||
Direct costs of revenues | 1,823,473 | 1,207,749 | 4,769,789 | 4,074,149 |
General and administrative expenses | 1,809,835 | 2,019,086 | 5,262,338 | 6,915,453 |
Depreciation and amortization | 117,441 | 135,065 | 351,481 | 513,929 |
Total operating expenses | 3,750,749 | 3,361,900 | 10,383,608 | 11,503,531 |
Loss from continuing operations before other income (expense) and income taxes | (924,812) | (2,351,655) | (2,806,915) | (10,215,129) |
Other income (expense): | ||||
Other income (expense), net | 129,451 | (346,197) | 87,170 | 4,140,049 |
Gain from forgiveness of debt | 1,027,000 | 334,819 | 1,027,000 | |
Gain (loss) from legal settlements, net | 60,808 | 3,157,203 | (15,410) | 3,179,393 |
Interest expense | (605,312) | (700,786) | (1,705,502) | (2,503,173) |
Total other income (expense), net | (415,053) | 3,137,220 | (1,298,923) | 5,843,269 |
Net (loss) income from continuing operations before income taxes | (1,339,865) | 785,565 | (4,105,838) | (4,371,860) |
Provision for income taxes | ||||
Net (loss) income from continuing operations | (1,339,865) | 785,565 | (4,105,838) | (4,371,860) |
Loss from discontinued operations | (1,696) | (31,388) | (7,075) | (423,791) |
Gain from sale | 576,787 | 11,303,939 | ||
Net (loss) income from discontinued operations | (1,696) | 545,399 | (7,075) | 10,880,148 |
Net (loss) income | (1,341,561) | 1,330,964 | (4,112,913) | 6,508,288 |
Deemed dividends | (259,530,999) | (330,876,369) | (409,142,478) | |
Net loss available to common stockholders | $ (1,341,561) | $ (258,200,035) | $ (334,989,282) | $ (402,634,190) |
Net loss per share of common stock available to common stockholders - basic and diluted: | ||||
Continuing operations | $ 0 | $ (5,893.97) | $ (0.08) | $ (27,483.34) |
Discontinued operations | 0 | 12.42 | 0 | 723.13 |
Total basic and diluted | $ 0 | $ (5,881.55) | $ (0.08) | $ (26,760.21) |
Weighted average number of shares of common stock outstanding during the period: | ||||
Basic and diluted | 10,569,572,256 | 43,900 | 4,130,876,898 | 15,046 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in StockHolders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance 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 income (loss) | (3,893,994) | (3,893,994) | |||
Ending balance 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 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 | |||
Net income (loss) | 6,508,288 | ||||
Ending balance at Sep. 30, 2021 | $ 20,374 | $ 5 | 1,233,640,501 | (1,271,170,696) | (37,509,708) |
Ending balance, shares at Sep. 30, 2021 | 2,037,404 | 477,735 | |||
Beginning balance 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 | |||
Ending balance at Dec. 31, 2021 | $ 20,451 | $ 424 | 1,342,085,957 | (1,369,408,356) | (27,301,524) |
Ending balance, shares at Dec. 31, 2021 | 2,045,201 | 4,244,700 | |||
Beginning balance at Mar. 31, 2021 | $ 20,472 | 869,856,431 | (922,788,649) | (52,911,746) | |
Beginning balance, shares at Mar. 31, 2021 | 2,047,267 | 48 | |||
Conversion of Series N Preferred Stock into common stock | $ (89) | 89 | |||
Conversion of Series N Preferred Stock into common stock, shares | (8,888) | 907 | |||
Deemed dividends from triggers of down round provisions | 99,253,330 | (99,253,330) | |||
Net income (loss) | 9,071,318 | 9,071,318 | |||
Conversion of Series M Preferred Stock into common stock | $ (6) | 6 | |||
Conversion of Series M Preferred Stock into common stock, shares | (620) | 45 | |||
Issuance of Series O Preferred Stock | $ 28 | 2,499,972 | 2,500,000 | ||
Issuance of Series O Preferred Stock, shares | 2,750 | ||||
Ending balance at Jun. 30, 2021 | $ 20,405 | 971,609,828 | (1,012,970,661) | (41,340,428) | |
Ending balance, shares at Jun. 30, 2021 | 2,040,509 | 1,000 | |||
Conversion of Series N Preferred Stock into common stock | $ (53) | $ 5 | 48 | ||
Conversion of Series N Preferred Stock into common stock, shares | (5,285) | 467,235 | |||
Payment of cash in lieu of fractional shares | (244) | (244) | |||
Deemed dividends from triggers of down round provisions | 258,897,882 | (258,897,882) | |||
Net income (loss) | 1,330,964 | 1,330,964 | |||
Issuance of Series O Preferred Stock | $ 28 | 2,499,972 | 2,500,000 | ||
Issuance of Series O Preferred Stock, shares | 2,750 | ||||
Exchange of Series M Preferred Stock for common stock | $ (6) | 6 | |||
Exchange of Series M Preferred Stock into common stock, shares | (570) | 9,500 | |||
Deemed dividends from extensions of warrants | 291,592 | (291,592) | |||
Deemed dividends from issuance of warrants under exchange agreement | 341,525 | (341,525) | |||
Ending balance at Sep. 30, 2021 | $ 20,374 | $ 5 | 1,233,640,501 | (1,271,170,696) | (37,509,708) |
Ending balance, shares at Sep. 30, 2021 | 2,037,404 | 477,735 | |||
Beginning balance 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 | |||
Issuance of Series P Preferred Stock | $ 11 | 999,989 | 1,000,000 | ||
Issuance of Series P Preferred stock, shares | 1,100 | ||||
Deemed dividends from issuance 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 income (loss) | (2,267,566) | (2,267,566) | |||
Ending balance 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 | |||
Beginning balance 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 | |||
Net income (loss) | (4,112,913) | ||||
Ending balance at Sep. 30, 2022 | $ 2,938 | $ 1,509,432 | 1,672,970,822 | (1,704,397,638) | (29,914,446) |
Ending balance, shares at Sep. 30, 2022 | 293,860 | 15,094,322,257 | |||
Beginning balance at Mar. 31, 2022 | $ 20,456 | $ 1,717 | 1,479,009,395 | (1,507,600,667) | (28,569,099) |
Beginning balance, shares at Mar. 31, 2022 | 2,045,708 | 17,177,190 | |||
Conversion of Series N Preferred Stock into common stock | $ (12) | $ 262,715 | (262,703) | ||
Conversion of Series N Preferred Stock into common stock, shares | (1,240) | 2,627,145,066 | |||
Issuance of Series P Preferred Stock | $ 6 | 499,994 | 500,000 | ||
Issuance of Series P Preferred stock, shares | 550 | ||||
Deemed dividends from issuance of Series P Preferred Stock | 111,111 | (111,111) | |||
Deemed dividends from triggers of down round provisions | 194,840,513 | (194,840,513) | |||
Net income (loss) | (503,786) | (503,786) | |||
Conversion of Series O Preferred Stock into common stock | $ (2) | $ 158,100 | (158,098) | ||
Conversion of Series O Preferred Stock into common stock, shares | (179) | 1,581,000,000 | |||
Ending balance at Jun. 30, 2022 | $ 20,448 | $ 422,532 | 1,674,040,212 | (1,703,056,077) | (28,572,885) |
Ending balance, shares at Jun. 30, 2022 | 2,044,838 | 4,225,322,256 | |||
Conversion of Series N Preferred Stock into common stock | $ (5) | $ 576,900 | (576,895) | ||
Conversion of Series N Preferred Stock into common stock, shares | (519) | 5,769,000,000 | |||
Net income (loss) | (1,341,561) | (1,341,561) | |||
Conversion of Series O Preferred Stock into common stock | $ (5) | $ 510,000 | (509,995) | ||
Conversion of Series O Preferred Stock into common stock, shares | (459) | 5,100,000,000 | |||
Conversion of Series F Preferred Stock into common stock | $ (17,500) | (17,500) | |||
Conversion of Series F Preferred Stock into common stock, shares | (1,750,000) | 1 | |||
Ending balance at Sep. 30, 2022 | $ 2,938 | $ 1,509,432 | $ 1,672,970,822 | $ (1,704,397,638) | $ (29,914,446) |
Ending balance, shares at Sep. 30, 2022 | 293,860 | 15,094,322,257 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||
Net loss from continuing operations | $ (1,339,865) | $ 785,565 | $ (4,105,838) | $ (4,371,860) | |
Adjustments to reconcile net loss to net cash used in operations: | |||||
Depreciation and amortization | 117,441 | 135,065 | 351,481 | 513,929 | |
Non-cash interest (income) expense | (80,156) | 113,552 | |||
Other income from forgiveness of PPP notes payable | (334,819) | (1,027,000) | |||
Loss (gain) from legal settlements | (60,808) | (3,157,203) | 15,410 | (3,179,393) | |
Loss on disposal of equipment | 1,215 | 274,468 | |||
Loss (income) from federal government provider relief funds | 267,758 | (4,400,000) | |||
Gain on sale of discontinued operations | (576,787) | (11,303,939) | |||
(Loss) income from discontinued operations | (7,075) | 10,880,148 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (774,975) | 377,088 | |||
Inventory | 6,869 | 164,653 | |||
Prepaid expenses and other current assets | 5,031 | (3,416) | |||
Security deposits | (40,000) | 42,558 | |||
Change in right-of-use assets | 180,888 | 122,860 | |||
Accounts payable | 808,097 | 1,918,004 | |||
Accrued expenses | 2,722,120 | 4,208,698 | |||
Change in right-of-use operating lease obligations | (180,888) | (122,860) | |||
Net cash used in operating activities of continuing operations | (1,164,882) | (5,792,510) | |||
Net cash (used in) provided by operating activities of discontinued operations | (1,714) | 102,567 | |||
Net cash used in operating activities | (1,166,596) | (5,689,943) | |||
Cash flows from investing activities: | |||||
Purchases of equipment | (34,794) | ||||
Note receivable/receivable from related party | (506,540) | (158,118) | |||
Net cash used in investing activities of continuing operations | (541,334) | (158,118) | |||
Net cash (used in) provided by investing activities of discontinued operations | |||||
Net cash used in investing activities | (541,334) | (158,118) | |||
Cash flows from financing activities: | |||||
Proceeds from the issuances of notes payable | 1,245,000 | ||||
Proceeds from issuance of related party loan | 900,000 | 890,000 | |||
Payments on related party loan | (360,000) | ||||
Payments on notes payable | (1,213,495) | (350,508) | |||
Receivables paid under accounts receivable sales agreements | (476,471) | (300,927) | |||
Federal government provider relief funds | 284,339 | ||||
Proceeds from issuance of Series O Preferred Stock | 5,000,000 | ||||
Proceeds from issuances of Series P Preferred Stock | 1,500,000 | ||||
Payment on finance lease obligation | (29,524) | ||||
Cash paid for fractional shares in connection with reverse stock splits | (9) | (244) | |||
Net cash provided by financing activities of continuing operations | 994,364 | 6,093,797 | |||
Net cash provided by financing activities of discontinued operations | 60,402 | ||||
Net cash provided by financing activities | 994,364 | 6,154,199 | |||
Net change in cash | (713,566) | 306,138 | |||
Cash at beginning of period | 724,524 | 25,353 | $ 25,353 | ||
Cash at end of period | $ 10,958 | $ 331,491 | $ 10,958 | $ 331,491 | $ 724,524 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 health 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. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of September 30, 2022, and the results of its operations and changes in stockholders’ deficit for the three and nine months ended September 30, 2022 and 2021 and its cash flows for the nine months ended September 30, 2022 and 2021. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 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) Income During the three and nine months ended September 30, 2022 and 2021, comprehensive (loss) income was equal to the net (loss) income amounts presented in the 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 net 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, contractual allowances and bad debt reserves, 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, litigation and related reserves, 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 every 10,000 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. Increases 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 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. 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 was unable to find a buyer for EPIC and, therefore, 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 averaging approximately three days, and revenues are recognized based on charges incurred. Our performance obligations for outpatient services, including emergency room-related 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, because of the Big South Fork Medical Center’s designation as a Critical Access Hospital, generally pays for inpatient and outpatient services at rates related to the hospital’s costs. 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 net revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. 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). Subsequent to September 30, 2022, the Company’s Big South Fork Medical Center received a communication from its fiscal intermediary stating that its Medicare cost report for the six months ending December 31, 2021 has been accepted and the fiscal intermediary has computed a tentative retroactive adjustment reflecting an overpayment by the fiscal intermediary in the amount of $ 1.9 1.6 The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of operating 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 estimated 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 September 30, 2022 and 2021, estimated contractual allowances of $ 10.2 6.8 1.6 1.9 11.8 8.7 2.8 1.6 1.0 During the nine months ended September 30, 2022 and 2021, estimated contractual allowances of $ 23.4 16.2 5.7 6.2 29.1 22.4 7.6 1.3 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 September 30, 2022 and December 31, 2021, we applied the Level 3 fair value hierarchy in determining the fair value of the InnovaQor Series B-1 Preferred Stock, which is reflected on our condensed consolidated balance sheets as an investment, as more fully discussed in Notes 9 and 13. Also, on September 30, 2022 and December 31, 2021, we applied the Level 3 fair value hierarchy in determining the fair value of a derivative liability for an embedded conversion option of an outstanding convertible debenture, as more fully discussed in Note 9. Derivative Financial Instruments and Fair Value, Including 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. ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) 5.4 253.5 330.6 403.1 In addition, we recorded deemed dividends of approximately $ 0.3 0.3 0.3 0.3 Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. When projected future taxable income is insufficient to provide for the realization of deferred tax assets, the Company recognizes a valuation allowance. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 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 and nine months ended September 30, 2022 and 2021. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Financial Condition | Note 2 – Liquidity and Financial Condition Big South Fork Medical Center On January 13, 2017, we acquired certain assets related to Scott County Community Hospital, based in Oneida, Tennessee (the “Oneida Assets”). The Oneida Assets include a 52,000 6,300 1.0 Jamestown Regional Medical Center and Mountain View Physician Practice On June 1, 2018, the Company acquired from Community Health Systems, Inc. certain assets related to an acute care hospital located in Jamestown, Tennessee, referred to as Jamestown Regional Medical Center, 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 is evaluating whether to reopen the facility as an acute care hospital or as another type of healthcare facility. Jamestown is located 38 miles west of Big South Fork Medical Center. Jellico Community Hospital and CarePlus Rural Health Clinic On March 5, 2019, 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. On March 1, 2021, the Company closed Jellico Community Hospital, after the City of Jellico issued a 30-day termination notice for the lease of the building. Jellico Community Hospital was located 33 miles east of our Big South Fork Medical Center. The CarePlus Clinic offers compassionate care in a patient-friendly facility. The CarePlus Clinic is located 32 miles northeast 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. 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. HHS Provider Relief Funds The Company received HHS Provider Relief Funds, which were provided to eligible healthcare providers out of the $ 100 billion Public Health and Social Services Emergency Fund provided for in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The funds were allocated to eligible healthcare providers for expenses and lost revenue attributable to the COVID-19 pandemic. As of September 30, 2022, our facilities have received approximately $ 13.5 million in relief funds. The fund payments are grants, not loans, and HHS will not require repayment, but the funds must be used only for grant approved purposes. Based on an analysis of the compliance and reporting requirements of the Provider Relief Funds and the impact of the pandemic on our operating results through September 30, 2022, we have recognized a net of $ 12.1 million of these funds as income of which $ 4.4 million was recognized as income during the nine months ended September 30, 2021 and $ 8.0 million was recognized as income in 2020, offset by a reduction of income of $ 0.3 million during the three and nine months ended September 30, 2022, based on a review and further analysis of the amount of income previously recorded. Accordingly, $ 1.4 million of relief funds received as of September 30, 2022 are included on our unaudited condensed consolidated balance sheet in accrued expenses as more fully discussed in Note 5. As of September 30, 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 and nine months ended September 30, 2022. The Company believes that it was appropriate to recognize a net of $ 12.1 12.1 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 September 30, 2022, the Company had a working capital deficit and a stockholders’ deficit of $ 44.0 29.9 4.1 4.4 1.2 5.7 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, 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 net 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 | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2022 and 2021: Schedule of Earnings Per Share Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net (loss) income from continuing operations $ (1,339,865 ) $ 785,565 $ (4,105,838 ) $ (4,371,860 ) Deemed dividends - (259,530,999 ) (330,876,369 ) (409,142,478 ) Net loss available to common stockholders, continuing operations (1,339,865 ) (258,745,434 ) (334,982,207 ) (413,514,338 ) Net (loss) income from discontinued operations (1,696 ) 545,399 (7,075 ) 10,880,148 Net loss available to common stockholders $ (1,341,561 ) $ (258,200,035 ) $ (334,989,282 ) $ (402,634,190 ) Denominator Weighted average number of shares of common stock outstanding during the period - basic and diluted 10,569,572,256 43,900 4,130,876,898 15,046 Net loss per share of common stock available to common stockholders - basic and diluted: Continuing operations $ (0.00 ) $ (5,893.97 ) $ (0.08 ) $ (27,483.34 ) Discontinued operations (0.00 ) 12.42 (0.00 ) 723.13 Total basic and diluted $ (0.00 ) $ (5,881.55 ) $ (0.08 ) $ (26,760.21 ) Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 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 Nine Months September 30, 2022 2021 Warrants 511,333,351,092 18,266,394 Convertible preferred stock 466,707,633,333 8,977,081 Convertible debentures 28,777,833,333 966,494 Stock options 26 26 1,006,818,817,784 28,209,995 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 1.0 trillion |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Note 4 – Accounts Receivable Accounts receivable at September 30, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Accounts Receivable September 30, December 31, 2022 2021 Accounts receivable $ 13,393,254 $ 12,961,817 Less: Allowance for contractual obligations (8,125,400 ) (8,737,502 ) Allowance for doubtful accounts (1,725,356 ) (1,456,791 ) Accounts receivable owed under settlements/sales agreements (211,764 ) (688,236 ) Accounts receivable, net $ 3,330,734 $ 2,079,288 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 5 – Accrued Expenses Accrued expenses at September 30, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Accrued Expenses September 30, December 31, 2022 2021 Accrued payroll and related liabilities $ 7,833,193 $ 7,528,464 HHS Provider Relief Funds 1,415,549 863,452 Accrued interest 5,413,828 5,027,459 Accrued legal expenses and settlements 454,486 632,318 Medicare overpayment reserve 1,600,000 - Other accrued expenses 2,635,432 1,448,242 Accrued expenses $ 19,352,488 $ 15,499,935 Payroll and related liabilities at September 30, 2022 and December 31, 2021 included approximately $ 2.6 2.3 4.1 3.9 1.5 1.5 As of September 30, 2022 and December 31, 2021, the Company has accrued $ 1.4 0.9 Accrued interest at September 30, 2022 and December 31, 2021 included accrued interest of $ 0.1 0.3 Subsequent to September 30, 2022, the Company’s Big South Fork Medical Center received a communication from its fiscal intermediary stating that its Medicare cost report for the six months ending December 31, 2021 has been accepted and there was an overpayment by the fiscal intermediary as more fully discussed in Notes 1 and 15. As a result of the communication, during the three and nine months ended September, 30, 2022, the Company recorded a $ 1.6 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt At September 30, 2022 (unaudited) and December 31, 2021, debt consisted of the following: Schedule of Debt September 30, 2022 December 31, 2021 Notes payable- third parties $ 3,119,505 $ 4,667,819 Loan payable – related party 3,027,000 2,127,000 Debentures 8,222,240 8,222,240 Total debt 14,368,745 15,017,059 Less current portion of debt (14,368,745 ) (15,017,059 ) Total debt, net of current portion $ - $ - At September 30, 2022 (unaudited) and December 31, 2021, notes payable with third parties consisted of the following: Notes Payable – Third Parties Schedule of Notes Payable Third Parties September 30, 2022 December 31, 2021 - 250,000 Settlement amount/loan payable to TCA Global Credit Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 500,000 $ - $ 250,000 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 291,557 291,557 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 1,339,495 1,450,000 Notes payable under the PPP loans issued on April 20, 2020 through May 1, 2020. - 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 1,488,453 2,152,962 Note payable 3,119,505 4,667,819 Less current portion (3,119,505 ) (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 $ 500,000 250,000 250,000 2.2 The Company did not make the second annual principal payment under the Tegal Notes that was due on July 12, 2016. On November 3, 2016, the Company received a default notice from the holders of the Tegal Notes demanding immediate repayment of the outstanding principal at that time of $ 341,612 43,000 50,055 On September 27, 2019, the Company issued a promissory note payable to Anthony O’Killough in the principal amount of $ 1.9 1.5 0.3 0.1 1.0 0.9 2.2 2.2 450,000 750,000 750,000 250,000 150,000 750,000 400,000 1.3 The Company, including its subsidiaries, received PPP loan proceeds in the aggregate amount of approximately $ 2.4 2.3 0.3 1.0 1.0 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 Loan Payable – Related Party At September 30, 2022 (unaudited) and December 31, 2021, loan payable - related party consisted of the following: Schedule of Notes Payable Related Parties September 30, 2022 December 31, 2021 Loan payable to Christopher Diamantis $ 3,027,000 $ 2,127,000 Less current portion of loan payable, related party (3,027,000 ) (2,127,000 ) Total loan 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 nine months ended September 30, 2022, Mr. Diamantis loaned the Company $ 0.9 Notes Payable –Third Parties 0.9 0.4 3.0 During the three months ended September 30, 2022 and 2021, the Company incurred interest expense of $ 15,000 0 0.1 0.1 0.2 0.3 0.1 0.3 10 Debentures The carrying amount of all outstanding debentures with institutional investors as of September 30, 2022 (unaudited) and December 31, 2021 was as follows: Schedule of Debentures September 30, 2022 December 31, 2021 Debentures $ 8,222,240 $ 8,222,240 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 1.1 1.7 4.7 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 0.00009 28.7 The March 2017 Debenture was issued with warrants exercisable into 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 0.052 0.052 5.6 108.5 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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. Pursuant to the respective consulting agreements, Alcimede Limited billed $ 0.1 0.3 0.1 0.3 InnovaQor In addition to the investment in InnovaQor’s Series B-1 Preferred Stock resulting from the sale of HTS and AMSG to InnovaQor in June 2021 (see Notes 1 and 13), at September 30, 2022 and December 31, 2021, the Company had a note receivable/related party receivable resulting from working capital advances to InnovaQor of approximately $ 1.0 0.4 1.0 As of July 1, 2022, the Company had an outstanding receivable from InnovaQor of $ 803,416 883,757 10 18 80,156 During the three and nine months ended September 30, 2022, the Company contracted with InnovaQor to provide ongoing health information technology-related services totaling approximately $ 53,555 133,841 51,229 9,700 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2022 (unaudited) and December 31, 2021: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification September 30, 2022 December 31, 2021 Assets: Operating leases Right-of-use operating lease assets $ 640,386 $ 821,274 Finance lease Property and equipment, net 220,461 220,461 Total lease assets $ 860,847 $ 1,041,735 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 239,449 $ 247,017 Finance lease Current liabilities 220,461 220,461 Noncurrent: Operating leases Right-of-use operating lease obligations 400,937 574,257 Total lease liabilities $ 860,847 $ 1,041,735 Weighted-average remaining term: Operating leases 2.68 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 and nine months ended September 30, 2022 and 2021 (unaudited): Schedule of Lease Expense Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Finance lease expense: Depreciation/amortization of lease assets $ - $ - $ - $ - Interest on lease liabilities - - - - Operating leases: Short-term lease expense (2) 83,211 44,342 248,250 151,025 Total lease expense $ 83,211 $ 44,342 $ 248,250 $ 151,025 (1) As of September 30, 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 unaudited condensed consolidated statements of operations. Other Information The following table presents supplemental cash flow information for the nine months ended September 30, 2022 and 2021 (unaudited): Schedule of Lease Supplemental Cash Flow Information Nine Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases obligations $ 218,846 $ 168,923 Operating cash flows for finance lease $ - $ - Financing cash flows for finance lease payments $ - $ 29,524 Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows (unaudited): Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases Right-of-Use Operating Leases Finance Lease Twelve months ending September 30: 2023 $ 307,082 $ 224,252 2024 217,839 - 2025 223,795 - 2026 18,650 - 2027 - - Thereafter - - Total 767,366 224,252 Less interest (126,980 ) (3,791 ) Present value of minimum lease payments 640,386 220,461 Less current portion of lease obligations (239,449 ) (220,461 ) Lease obligations, net of current portion $ 400,937 $ - |
Derivative Financial Instrument
Derivative Financial Instruments, Fair Value and Deemed Dividends | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 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 September 30, 2022: Asset - InnovaQor Series B-1 Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Liability - Embedded conversion option of debenture - - 455,336 455,336 As of December 31, 2021: Asset - InnovaQor Series B-1 Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Liability - Embedded conversion option of debenture - - 455,336 455,336 The fair value of the InnovaQor Series B-1 Preferred Stock of $ 9.0 The Company utilized the following method to value its derivative liability as of September 30, 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 nine months ended September 30, 2022 and during the three and nine months ended September 30, 2021, the conversions of preferred stock triggered a further reduction in the exercise prices of warrants (and conversion prices of debentures in the 2021 periods) 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/conversion prices, was measured using Black Scholes valuation models. The following assumptions were utilized in the Black Scholes valuation models for the three and nine months ended September 30, 2021: risk free rates ranging from 0.04 0.55 25.0 574.0 one day three years 0.0 2.73 1.94 1,564 0.01 2.45 258.9 330.5 408.5 In addition, deemed dividends of $ 0.1 0.3 0.3 4,750 0.3 |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 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 September 30, 2022, the Company had outstanding shares of preferred stock consisting of 10 250,000 20,810.35 3,582.96 9,261.54 10,194.87 Series F Preferred Stock On September 27, 2022, the Company’s then outstanding 17,500 174,097 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 2.5 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 10 provided however 51 During the nine months ended September 30, 2021, Mr. Diamantis converted a total of 610.65 0.6 45 570 0.6 9,500 4,750 70.00 0.3 three 3.7 0.00009 20,810.35 Series N Preferred Stock The Company’s Board of Directors has designated 50,000 5,000,000 1,000 30,435.52 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 10 provided however During the nine months ended September 30, 2022 and 2021, the holders converted 2,352 18,350.1 2.4 18.4 8.4 486,186 24,499.64 24.5 4.2 3,582.96 39.8 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. Under these agreements, the Company issued 9,900 9.0 5.0 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 During the nine months ended September 30, 2022, the holders converted 638 0.6 6.7 9,261.54 102.9 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 million principal value of then outstanding warrant promissory notes payable and $ 4.5 million of then outstanding non-convertible debentures, plus accrued interest thereon of $ 1.5 million, by exchanging the indebtedness and accrued interest for 8,544.87 shares of the Company’s Series P Preferred Stock. Each share of the Series P Preferred Stock has a stated value of $ 1,000 . In addition, pursuant to the November 2021 Exchange Agreements, the expiration dates of the March Warrants that were issued by the Company to the debenture holders in March 2017 were extended from March 21, 2022 to March 21, 2024. 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 1.0 550 0.5 0.3 10 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 On September 30, 2022, 10,194.87 113.3 Common Stock The Company had 15.1 4.2 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 November 10, 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 the Voting Agreement discussed above and the November 5, 2021 Amendment to the Company’s Certificate of Incorporation, as amended, 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, as of the date of filing this report, the Company believes that it has the ability to ensure that it has and or can obtain sufficient authorized shares of its common stock to cover all potentially dilutive common shares outstanding. Stock Options The Company maintained and sponsored the Tegal Corporation 2007 Incentive Award Equity Plan (the “2007 Equity Plan”). Tegal Corporation is the prior name of the Company. The 2007 Equity Plan, as amended, provided for the issuance of stock options and other equity awards to the Company’s officers, directors, employees and consultants. The 2007 Equity Plan terminated pursuant to its terms in September 2017. As of September 30, 2022 and December 31, 2021, the Company had 26 stock options outstanding with a weighted average exercise price of $ 2.9 3.62 0 Warrants The following summarizes the information related to warrant activity during the nine months ended September 30, 2022: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average Balance at December 31, 2021 54,280,658 $ 1.43 Expiration of warrants (33,601,209 ) (0.8970 ) Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 511,312,671,644 - Balance at September 30, 2022 511,333,351,093 $ 0.00009 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 511.3 33.6 511.3 Included in the warrants outstanding at September 30, 2022 were warrants issued in March 2017 in connection with the March 2017 Debenture. (The March 2017 Debenture is more fully discussed in Note 6.) The Company issued these warrants to purchase shares of the Company’s common stock to several accredited investors (the “March Warrants”). On September 30, 2022, these warrants were exercisable into an aggregate of approximately 507.6 190.0 five years 127.6 190.0 March 21, 2024 0.00009 The number of shares of common stock issuable under outstanding warrants and 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 nine months ended September 30, 2022 and the three and nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, 2022 2021 Cash paid for interest $ 1,369,955 $ - Cash paid for income taxes $ - $ 281,025 Non-cash investing and financing activities: Preferred stock of InnovaQor received from the sale of HTS and AMSG $ - $ 9,117,500 Net liabilities of HTS and AMSG transferred to InnovaQor - 2,227,152 Settlement of liability with InnovaQor preferred stock - 60,714 Issuance of notes payable in settlement of accounts payable and accrued expenses - 2,352,961 Series F Preferred Stock converted into common stock 17,500 - Series M Preferred Stock converted/exchanged into common stock - 1,189,650 Deemed dividends from issuance of common stock warrants under exchange agreement - 341,525 Series N Preferred Stock converted into common stock 2,352,000 18,355,507 Series O Preferred Stock converted into common stock 638,000 - Preferred Stock converted into common stock 638,000 - Deemed dividends from issuances of Series P Preferred Stock 333,333 - Deemed dividends for trigger of down round provisions 330,543,036 408,509,361 Deemed dividends from extension of common stock warrants - 291,292 Non-cash interest income 80,056 - Original issue discounts on debt - 52,836 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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. 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 alleged 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 was due in six consecutive monthly installments of $50,000. Accordingly, the settlement amount was fully paid as of September 30, 2022 (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. On May 16, 2022, the Company paid $ 250,000 to Mr. Diamantis for further payment to Mr. O’Killough and on July 18, 2022, Mr. Diamantis paid a further $ 150,000 to Mr. O’Killough. As a result of the $ 750,000 payment to Mr. O’Killough made by Mr. Diamantis on January 18, 202 400,000 ’Killough on May 16, 2022 and July 18, 2022, the past due balance owed to Mr. O’Killough was $ 1.3 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 additional liability will materialize. HHS Provider Relief Funds are more fully discussed in Notes 2 and 5. 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 | 9 Months Ended |
Sep. 30, 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 14,000 950 1,000 90 4.99 As a result of the sale, the Company recorded the InnovaQor Series B-1 Preferred Stock as a long-term asset valued at $ 9.1 11.3 0.6 11.3 0.6 9.1 14,950 2.2 9.1 0.84 250.0 5 35 During the three months ended September 30, 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. and Other Non-Operating Subsidiaries 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’ liabilities 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 September 30, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement September 30, December 31, (unaudited) Accounts payable $ 1,108,066 $ 1,108,066 Accrued expenses 339,696 341,410 Current liabilities of discontinued operations $ 1,447,762 $ 1,449,476 Major line items constituting (loss) income from discontinued operations in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 consisted of the following: Consolidated (Loss) Income from Discontinued Operations: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 (unaudited) (unaudited) (unaudited) (unaudited) Net revenues $ - $ - $ - $ 216,941 Cost of revenues - - - 2,386 Operating expenses (1,696 ) (31,388 ) (5,941 ) (677,539 ) Other (expense) income - - (1,134 ) 39,193 Gain on sale - 576,787 - 11,303,939 Provision for income taxes - - - - (Loss) income from discontinued operations $ (1,696 ) $ 545,399 $ (7,075 ) $ 10,880,148 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 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. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. Topic 820, Fair Value Measurement Topic 820 Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Conversions of Series N and Series O Preferred Stock Subsequent to September 30, 2022 and through November 10, 2022, the Company issued an aggregate of 14.0 682.65 682,650 576.45 576,450 Potential Common Stock as of November 10, 2022 The following table presents the dilutive effect of our various potential shares of common stock as of November 10, 2022: Schedule of Dilutive Effect of Various Potential Common Shares November 10, 2022 Shares of common stock outstanding 29,084,322,257 Dilutive potential shares: Stock options 26 Warrants 511,333,351,092 Convertible debt 28,777,833,333 Convertible preferred stock 452,717,633,333 Total dilutive potential shares of common stock, including outstanding common stock 1,021,913,140,041 As a result of the Voting Agreement discussed in Note 10 and 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, 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. Issuance of Debentures On October 12, 2022, the Company issued debentures to institutional investors in the amount of $ 550,000 500,000 Big South Fork Medical Center Cost Report Subsequent to September 30, 2022, the Company’s Big South Medical Center Hospital received a communication from its fiscal intermediary stating that its Medicare cost report for the six months ending December 31, 2021 has been accepted and the fiscal intermediary has computed a tentative retroactive adjustment reflecting an overpayment by the fiscal intermediary in the amount of $ 1.9 1.6 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 health 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. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of September 30, 2022, and the results of its operations and changes in stockholders’ deficit for the three and nine months ended September 30, 2022 and 2021 and its cash flows for the nine months ended September 30, 2022 and 2021. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 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) Income | Comprehensive (Loss) Income During the three and nine months ended September 30, 2022 and 2021, comprehensive (loss) income was equal to the net (loss) income amounts presented in the 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 net 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, contractual allowances and bad debt reserves, 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, litigation and related reserves, 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 every 10,000 |
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. |
Increases in Authorized Shares of Common Stock | Increases 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 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. 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 was unable to find a buyer for EPIC and, therefore, 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 averaging approximately three days, and revenues are recognized based on charges incurred. Our performance obligations for outpatient services, including emergency room-related 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, because of the Big South Fork Medical Center’s designation as a Critical Access Hospital, generally pays for inpatient and outpatient services at rates related to the hospital’s costs. 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 net revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. 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). Subsequent to September 30, 2022, the Company’s Big South Fork Medical Center received a communication from its fiscal intermediary stating that its Medicare cost report for the six months ending December 31, 2021 has been accepted and the fiscal intermediary has computed a tentative retroactive adjustment reflecting an overpayment by the fiscal intermediary in the amount of $ 1.9 1.6 The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of operating 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 estimated 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 September 30, 2022 and 2021, estimated contractual allowances of $ 10.2 6.8 1.6 1.9 11.8 8.7 2.8 1.6 1.0 During the nine months ended September 30, 2022 and 2021, estimated contractual allowances of $ 23.4 16.2 5.7 6.2 29.1 22.4 7.6 1.3 |
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 September 30, 2022 and December 31, 2021, we applied the Level 3 fair value hierarchy in determining the fair value of the InnovaQor Series B-1 Preferred Stock, which is reflected on our condensed consolidated balance sheets as an investment, as more fully discussed in Notes 9 and 13. Also, on September 30, 2022 and December 31, 2021, we applied the Level 3 fair value hierarchy in determining the fair value of a derivative liability for an embedded conversion option of an outstanding convertible debenture, as more fully discussed in Note 9. |
Derivative Financial Instruments and Fair Value, Including ASU 2017-11 and ASU 2021-04 | Derivative Financial Instruments and Fair Value, Including 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. ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) 5.4 253.5 330.6 403.1 In addition, we recorded deemed dividends of approximately $ 0.3 0.3 0.3 0.3 |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. When projected future taxable income is insufficient to provide for the realization of deferred tax assets, the Company recognizes a valuation allowance. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 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 and nine months ended September 30, 2022 and 2021. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2022 and 2021: Schedule of Earnings Per Share Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net (loss) income from continuing operations $ (1,339,865 ) $ 785,565 $ (4,105,838 ) $ (4,371,860 ) Deemed dividends - (259,530,999 ) (330,876,369 ) (409,142,478 ) Net loss available to common stockholders, continuing operations (1,339,865 ) (258,745,434 ) (334,982,207 ) (413,514,338 ) Net (loss) income from discontinued operations (1,696 ) 545,399 (7,075 ) 10,880,148 Net loss available to common stockholders $ (1,341,561 ) $ (258,200,035 ) $ (334,989,282 ) $ (402,634,190 ) Denominator Weighted average number of shares of common stock outstanding during the period - basic and diluted 10,569,572,256 43,900 4,130,876,898 15,046 Net loss per share of common stock available to common stockholders - basic and diluted: Continuing operations $ (0.00 ) $ (5,893.97 ) $ (0.08 ) $ (27,483.34 ) Discontinued operations (0.00 ) 12.42 (0.00 ) 723.13 Total basic and diluted $ (0.00 ) $ (5,881.55 ) $ (0.08 ) $ (26,760.21 ) |
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 September 30, 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 Nine Months September 30, 2022 2021 Warrants 511,333,351,092 18,266,394 Convertible preferred stock 466,707,633,333 8,977,081 Convertible debentures 28,777,833,333 966,494 Stock options 26 26 1,006,818,817,784 28,209,995 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at September 30, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Accounts Receivable September 30, December 31, 2022 2021 Accounts receivable $ 13,393,254 $ 12,961,817 Less: Allowance for contractual obligations (8,125,400 ) (8,737,502 ) Allowance for doubtful accounts (1,725,356 ) (1,456,791 ) Accounts receivable owed under settlements/sales agreements (211,764 ) (688,236 ) Accounts receivable, net $ 3,330,734 $ 2,079,288 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at September 30, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Accrued Expenses September 30, December 31, 2022 2021 Accrued payroll and related liabilities $ 7,833,193 $ 7,528,464 HHS Provider Relief Funds 1,415,549 863,452 Accrued interest 5,413,828 5,027,459 Accrued legal expenses and settlements 454,486 632,318 Medicare overpayment reserve 1,600,000 - Other accrued expenses 2,635,432 1,448,242 Accrued expenses $ 19,352,488 $ 15,499,935 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At September 30, 2022 (unaudited) and December 31, 2021, debt consisted of the following: Schedule of Debt September 30, 2022 December 31, 2021 Notes payable- third parties $ 3,119,505 $ 4,667,819 Loan payable – related party 3,027,000 2,127,000 Debentures 8,222,240 8,222,240 Total debt 14,368,745 15,017,059 Less current portion of debt (14,368,745 ) (15,017,059 ) Total debt, net of current portion $ - $ - |
Schedule of Notes Payable Third Parties | At September 30, 2022 (unaudited) and December 31, 2021, notes payable with third parties consisted of the following: Notes Payable – Third Parties Schedule of Notes Payable Third Parties September 30, 2022 December 31, 2021 - 250,000 Settlement amount/loan payable to TCA Global Credit Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 500,000 $ - $ 250,000 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 291,557 291,557 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 1,339,495 1,450,000 Notes payable under the PPP loans issued on April 20, 2020 through May 1, 2020. - 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 1,488,453 2,152,962 Note payable 3,119,505 4,667,819 Less current portion (3,119,505 ) (4,667,819 ) Notes payable - third parties, net of current portion $ - $ - |
Schedule of Notes Payable Related Parties | At September 30, 2022 (unaudited) and December 31, 2021, loan payable - related party consisted of the following: Schedule of Notes Payable Related Parties September 30, 2022 December 31, 2021 Loan payable to Christopher Diamantis $ 3,027,000 $ 2,127,000 Less current portion of loan payable, related party (3,027,000 ) (2,127,000 ) Total loan payable, related party, net of current portion $ — $ — |
Schedule of Debentures | The carrying amount of all outstanding debentures with institutional investors as of September 30, 2022 (unaudited) and December 31, 2021 was as follows: Schedule of Debentures September 30, 2022 December 31, 2021 Debentures $ 8,222,240 $ 8,222,240 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) | 9 Months Ended |
Sep. 30, 2022 | |
Finance And Operating Lease Obligations | |
Schedule of Lease-related Assets and Liabilities | The following table presents our lease-related assets and liabilities at September 30, 2022 (unaudited) and December 31, 2021: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification September 30, 2022 December 31, 2021 Assets: Operating leases Right-of-use operating lease assets $ 640,386 $ 821,274 Finance lease Property and equipment, net 220,461 220,461 Total lease assets $ 860,847 $ 1,041,735 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 239,449 $ 247,017 Finance lease Current liabilities 220,461 220,461 Noncurrent: Operating leases Right-of-use operating lease obligations 400,937 574,257 Total lease liabilities $ 860,847 $ 1,041,735 Weighted-average remaining term: Operating leases 2.68 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 and nine months ended September 30, 2022 and 2021 (unaudited): Schedule of Lease Expense Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Finance lease expense: Depreciation/amortization of lease assets $ - $ - $ - $ - Interest on lease liabilities - - - - Operating leases: Short-term lease expense (2) 83,211 44,342 248,250 151,025 Total lease expense $ 83,211 $ 44,342 $ 248,250 $ 151,025 (1) As of September 30, 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 unaudited condensed consolidated statements of operations. |
Schedule of Lease Supplemental Cash Flow Information | The following table presents supplemental cash flow information for the nine months ended September 30, 2022 and 2021 (unaudited): Schedule of Lease Supplemental Cash Flow Information Nine Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases obligations $ 218,846 $ 168,923 Operating cash flows for finance lease $ - $ - Financing cash flows for finance lease payments $ - $ 29,524 |
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 (unaudited): Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases Right-of-Use Operating Leases Finance Lease Twelve months ending September 30: 2023 $ 307,082 $ 224,252 2024 217,839 - 2025 223,795 - 2026 18,650 - 2027 - - Thereafter - - Total 767,366 224,252 Less interest (126,980 ) (3,791 ) Present value of minimum lease payments 640,386 220,461 Less current portion of lease obligations (239,449 ) (220,461 ) Lease obligations, net of current portion $ 400,937 $ - |
Derivative Financial Instrume_2
Derivative Financial Instruments, Fair Value and Deemed Dividends (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2022: Asset - InnovaQor Series B-1 Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Liability - Embedded conversion option of debenture - - 455,336 455,336 As of December 31, 2021: Asset - InnovaQor Series B-1 Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Liability - Embedded conversion option of debenture - - 455,336 455,336 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The following summarizes the information related to warrant activity during the nine months ended September 30, 2022: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average Balance at December 31, 2021 54,280,658 $ 1.43 Expiration of warrants (33,601,209 ) (0.8970 ) Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 511,312,671,644 - Balance at September 30, 2022 511,333,351,093 $ 0.00009 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Schedule of Supplemental Cash Flow Information 2022 2021 Nine Months Ended September 30, 2022 2021 Cash paid for interest $ 1,369,955 $ - Cash paid for income taxes $ - $ 281,025 Non-cash investing and financing activities: Preferred stock of InnovaQor received from the sale of HTS and AMSG $ - $ 9,117,500 Net liabilities of HTS and AMSG transferred to InnovaQor - 2,227,152 Settlement of liability with InnovaQor preferred stock - 60,714 Issuance of notes payable in settlement of accounts payable and accrued expenses - 2,352,961 Series F Preferred Stock converted into common stock 17,500 - Series M Preferred Stock converted/exchanged into common stock - 1,189,650 Deemed dividends from issuance of common stock warrants under exchange agreement - 341,525 Series N Preferred Stock converted into common stock 2,352,000 18,355,507 Series O Preferred Stock converted into common stock 638,000 - Preferred Stock converted into common stock 638,000 - Deemed dividends from issuances of Series P Preferred Stock 333,333 - Deemed dividends for trigger of down round provisions 330,543,036 408,509,361 Deemed dividends from extension of common stock warrants - 291,292 Non-cash interest income 80,056 - Original issue discounts on debt - 52,836 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 (unaudited) and December 31, 2021 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement September 30, December 31, (unaudited) Accounts payable $ 1,108,066 $ 1,108,066 Accrued expenses 339,696 341,410 Current liabilities of discontinued operations $ 1,447,762 $ 1,449,476 Major line items constituting (loss) income from discontinued operations in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 consisted of the following: Consolidated (Loss) Income from Discontinued Operations: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 (unaudited) (unaudited) (unaudited) (unaudited) Net revenues $ - $ - $ - $ 216,941 Cost of revenues - - - 2,386 Operating expenses (1,696 ) (31,388 ) (5,941 ) (677,539 ) Other (expense) income - - (1,134 ) 39,193 Gain on sale - 576,787 - 11,303,939 Provision for income taxes - - - - (Loss) income from discontinued operations $ (1,696 ) $ 545,399 $ (7,075 ) $ 10,880,148 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 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 November 10, 2022: Schedule of Dilutive Effect of Various Potential Common Shares November 10, 2022 Shares of common stock outstanding 29,084,322,257 Dilutive potential shares: Stock options 26 Warrants 511,333,351,092 Convertible debt 28,777,833,333 Convertible preferred stock 452,717,633,333 Total dilutive potential shares of common stock, including outstanding common stock 1,021,913,140,041 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||
Oct. 10, 2022 | Mar. 15, 2022 | Jul. 16, 2021 | Mar. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 14, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Nov. 04, 2021 | |
Reverse stock split | 1-for-10,000 | 1-for-1,000 | ||||||||||
Reverse stock splits, shares | 1,000 | 10,000 | ||||||||||
Common stock, shares authorized | 250,000,000,000 | 250,000,000,000 | 250,000,000,000 | 50,000,000,000 | 250,000,000,000 | 50,000,000,000 | 10,000,000,000 | |||||
Net revenue, reduced | $ 2,825,937 | $ 1,010,245 | $ 7,576,693 | $ 1,288,402 | ||||||||
Estimated contractual allowances | 10,200,000 | 6,800,000 | 23,400,000 | 16,200,000 | ||||||||
Accounts Receivable, Credit Loss Expense (Reversal) | 1,600,000 | 1,900,000 | 5,700,000 | 6,200,000 | ||||||||
Allowance for adjustment of revenue | 11,800,000 | 8,700,000 | 29,100,000 | 22,400,000 | ||||||||
Revenues | 2,800,000 | 1,000,000 | 7,600,000 | 1,300,000 | ||||||||
Deemed dividend | 5,400,000 | |||||||||||
Warrant modification trigger, value | 253,500,000 | |||||||||||
Deemed dividends from issuance of warrants under exchange agreement | $ 300,000 | 300,000 | ||||||||||
Series P Convertible Preferred Stock [Member] | ||||||||||||
Deemed dividend | 300,000 | 300,000 | ||||||||||
Medicare [Member] | ||||||||||||
Net revenue, reduced | 1,600,000 | 1,600,000 | ||||||||||
Revenues | $ 1,600,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Net revenue, reduced | $ 1,900,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Reverse stock split | 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 on March 15, 2022. | |||||||||||
Warrant [Member] | ||||||||||||
Deemed dividend | $ 330,600,000 | $ 403,100,000 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jan. 01, 2018 USD ($) ft² | Jan. 13, 2017 USD ($) ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Relief funds | $ 13,500,000 | |||||||||||
Revenues | $ 2,800,000 | $ 1,000,000 | 7,600,000 | $ 1,300,000 | ||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 300,000 | |||||||||||
Interest Payable, Current | 5,413,828 | 5,413,828 | $ 5,027,459 | |||||||||
Employee retention credits | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||
Working capital deficit | 44,000,000 | 44,000,000 | ||||||||||
Stockholders' deficit | 29,914,446 | 37,509,708 | 29,914,446 | 37,509,708 | $ 49,017,752 | $ 28,572,885 | $ 28,569,099 | 27,301,524 | $ 41,340,428 | $ 52,911,746 | ||
Net loss from continuing operations | 1,339,865 | $ (785,565) | 4,105,838 | 4,371,860 | ||||||||
Cash used in operating activities | 1,166,596 | 5,689,943 | ||||||||||
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 | 12,100,000 | |||||||||||
Contract with Customer, Liability, Revenue Recognized | 12,100,000 | $ 4,400,000 | $ 8,000,000 | |||||||||
Interest Payable, Current | $ 1,400,000 | 1,400,000 | $ 900,000 | |||||||||
Revenue recognized, liability | $ 12,100,000 | |||||||||||
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, purchase price | $ 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 | ft² | 6,300 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income from continuing operations | $ (1,339,865) | $ 785,565 | $ (4,105,838) | $ (4,371,860) |
Deemed dividends | (259,530,999) | (330,876,369) | (409,142,478) | |
Net loss available to common stockholders, continuing operations | (1,339,865) | (258,745,434) | (334,982,207) | (413,514,338) |
Net (loss) income from discontinued operations | (1,696) | 545,399 | (7,075) | 10,880,148 |
Net loss available to common stockholders | $ (1,341,561) | $ (258,200,035) | $ (334,989,282) | $ (402,634,190) |
Weighted average number of shares of common stock outstanding during the period - basic and diluted | 10,569,572,256 | 43,900 | 4,130,876,898 | 15,046 |
Continuing operations | $ 0 | $ (5,893.97) | $ (0.08) | $ (27,483.34) |
Discontinued operations | 0 | 12.42 | 0 | 723.13 |
Total basic and diluted | $ 0 | $ (5,881.55) | $ (0.08) | $ (26,760.21) |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 1,006,818,817,784 | 28,209,995 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 511,333,351,092 | 18,266,394 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 466,707,633,333 | 8,977,081 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 28,777,833,333 | 966,494 |
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 | 1 Months Ended | 9 Months Ended | ||
Nov. 10, 2022 | Nov. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities potential | 1,006,818,817,784 | 28,209,995 | ||
Subsequent Event [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities potential | 1,021,913,140,041 | |||
Subsequent Event [Member] | Common Stock And Common Stock Equivalents [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities potential | 1,000,000,000,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 13,393,254 | $ 12,961,817 |
Allowance for contractual obligations | (8,125,400) | (8,737,502) |
Allowance for doubtful accounts | (1,725,356) | (1,456,791) |
Accounts receivable owed under settlements/sales agreements | (211,764) | (688,236) |
Accounts receivable, net | $ 3,330,734 | $ 2,079,288 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related liabilities | $ 7,833,193 | $ 7,528,464 |
HHS Provider Relief Funds | 1,415,549 | 863,452 |
Accrued interest | 5,413,828 | 5,027,459 |
Accrued legal expenses and settlements | 454,486 | 632,318 |
Medicare overpayment reserve | 1,600,000 | |
Other accrued expenses | 2,635,432 | 1,448,242 |
Accrued expenses | $ 19,352,488 | $ 15,499,935 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | |||||
Employee related liabilities current and non current | $ 2,600,000 | $ 2,600,000 | $ 2,300,000 | ||
Accrued payroll taxes current and non current | 4,100,000 | 4,100,000 | 3,900,000 | ||
Employee retention credits | 1,500,000 | 1,500,000 | 1,500,000 | ||
Interest Payable, Current | 5,413,828 | 5,413,828 | 5,027,459 | ||
Revenues | 2,800,000 | $ 1,000,000 | 7,600,000 | $ 1,300,000 | |
Accrued Liabilities [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Revenues | 1,600,000 | 1,600,000 | |||
Mr. Diamantis [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Interest Payable, Current | 100,000 | 100,000 | 300,000 | ||
HHS Provider Relief Funds [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Interest Payable, Current | $ 1,400,000 | 1,400,000 | $ 900,000 | ||
Revenues | $ 12,100,000 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Notes payable- third parties | $ 3,119,505 | $ 4,667,819 |
Loan payable – related party | 3,027,000 | 2,127,000 |
Debentures | 8,222,240 | 8,222,240 |
Total debt | 14,368,745 | 15,017,059 |
Less current portion of debt | (14,368,745) | (15,017,059) |
Total debt, net of current portion |
Schedule of Notes Payable Third
Schedule of Notes Payable Third Parties (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Note payable | $ 3,119,505 | $ 4,667,819 |
Less current portion | (3,119,505) | (4,667,819) |
Notes payable - third parties, net of current portion | ||
Notes Payable Third Parties One [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | 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 | 1,339,495 | 1,450,000 |
Notes Payable Third Parties Four [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | 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 | $ 1,488,453 | $ 2,152,962 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Original principal amount | $ 3,027,000 | $ 2,127,000 | ||
Repayments of notes payable | 1,213,495 | $ 350,508 | ||
Notes Payable Third Parties One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Original principal amount | 3,000,000 | |||
Repayments of notes payable | $ 500,000 | |||
Notes Payable Third Parties Two [Member] | ||||
Short-Term Debt [Line Items] | ||||
Original principal amount | 500,000 | |||
Notes Payable Third Parties Three [Member] | ||||
Short-Term Debt [Line Items] | ||||
Original principal amount | 1,900,000 | |||
Debt discount | 300,000 | |||
Debt fee amount | 100,000 | |||
Notes Payable Third Parties Five [Member] | ||||
Short-Term Debt [Line Items] | ||||
Original principal amount | $ 245,000 | |||
Debt instruments interest rate | 10% | |||
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% | |||
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Total note payable related party | $ 3,027,000 | $ 2,127,000 |
Less current portion of note payable related party | (3,027,000) | (2,127,000) |
Total note payable related party net of current portion |
Schedule of Debentures (Details
Schedule of Debentures (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Less current portion | $ (14,368,745) | $ (15,017,059) |
Debentures, net of current portion | ||
Institutional Investors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Debentures | 8,222,240 | 8,222,240 |
Less current portion | (8,222,240) | (8,222,240) |
Debentures, net of current portion |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | ||||||||||||||||||
Jul. 18, 2022 | Jul. 18, 2022 | May 16, 2022 | Jan. 18, 2022 | Jan. 18, 2022 | Jan. 18, 2022 | Sep. 14, 2021 | Sep. 27, 2019 | Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2022 | Aug. 10, 2021 | May 31, 2020 | Feb. 29, 2020 | Dec. 31, 2018 | Nov. 03, 2016 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Repayments of loan | $ 360,000 | ||||||||||||||||||||||
Notes Payable, Related Parties | $ 3,027,000 | $ 2,127,000 | 3,027,000 | $ 2,127,000 | |||||||||||||||||||
Loans payable | 3,027,000 | 2,127,000 | 3,027,000 | 2,127,000 | |||||||||||||||||||
Outstanding debentures | 14,368,745 | 15,017,059 | 14,368,745 | 15,017,059 | |||||||||||||||||||
Anthony O Killough [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 400,000 | $ 250,000 | |||||||||||||||||||||
Debt face amount | $ 1,900,000 | ||||||||||||||||||||||
Accrued interest on loan | 1,300,000 | 1,300,000 | |||||||||||||||||||||
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 | $ 3,000,000 | |||||||||||||||||||||
[custom:NonpaymentOfPromissoryNote-0] | $ 2,200,000 | ||||||||||||||||||||||
Repayments of loan | 400,000 | $ 450,000 | |||||||||||||||||||||
Mr. Christopher Diamantis [Member] | First Principal Payment [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,000,000 | ||||||||||||||||||||||
Mr. Christopher Diamantis [Member] | Remaining Principal Payment [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 900,000 | ||||||||||||||||||||||
Mr Diamantis and Mr O' Killough [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
[custom:NonpaymentOfPromissoryNote-0] | $ 2,200,000 | ||||||||||||||||||||||
Mr. Diamantis [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Notes Payable, Related Parties | $ 250,000 | $ 750,000 | $ 750,000 | $ 750,000 | |||||||||||||||||||
Loans payable | $ 900,000 | 900,000 | $ 900,000 | 900,000 | 900,000 | ||||||||||||||||||
Mr Anthony O Killough [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 150,000 | 400,000 | 1,300,000 | ||||||||||||||||||||
Mr O Killough [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 750,000 | ||||||||||||||||||||||
Mr. Diamantis [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 750,000 | ||||||||||||||||||||||
Accrued interest on loan | $ 100,000 | 300,000 | $ 100,000 | $ 300,000 | |||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||||||
Interest expense | $ 15,000 | 0 | $ 100,000 | 100,000 | |||||||||||||||||||
Payment of accrued interest | 200,000 | 300,000 | |||||||||||||||||||||
Tegal Notes [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Repayments of debt | 50,055 | ||||||||||||||||||||||
Debt face amount | $ 341,612 | ||||||||||||||||||||||
Accrued interest on loan | $ 43,000 | ||||||||||||||||||||||
P P P Notes [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt face amount | 2,300,000 | 2,300,000 | |||||||||||||||||||||
Proceeds from Issuance of Debt | 2,400,000 | ||||||||||||||||||||||
Debt forgiveness | $ 1,000,000 | 1,000,000 | 300,000 | ||||||||||||||||||||
Debenture [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Interest rate | 18% | 18% | |||||||||||||||||||||
Outstanding debentures | 1,900,000 | $ 1,900,000 | 1,900,000 | $ 1,900,000 | |||||||||||||||||||
Late payment fee percentage | 30% | 30% | |||||||||||||||||||||
Interest expense | 400,000 | $ 600,000 | 1,100,000 | $ 1,700,000 | |||||||||||||||||||
Accrued interest | 4,700,000 | $ 3,600,000 | 4,700,000 | $ 3,600,000 | |||||||||||||||||||
Debenture [Member] | Investor [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Outstanding debentures | 8,200,000 | 8,200,000 | 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 | $ 2,600,000 | 2,600,000 | |||||||||||||||||||
Debt conversion per share | $ 0.00009 | $ 0.00009 | |||||||||||||||||||||
Debt conversion converted instrument shares issued | 28,700,000,000 | ||||||||||||||||||||||
2018 Debentures [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt face amount | $ 14,500,000 | ||||||||||||||||||||||
Debt conversion per share | $ 0.052 | $ 0.052 | |||||||||||||||||||||
Debt conversion converted instrument shares issued | 108,500,000 | ||||||||||||||||||||||
Debt conversion converted instrument amount | $ 5,600,000 | ||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Repayments of debt to be paid | 500,000 | ||||||||||||||||||||||
Repayments of debt | $ 250,000 | $ 250,000 | |||||||||||||||||||||
Gain from legal settlement | $ 2,200,000 | ||||||||||||||||||||||
Repayments of loan | $ 900,000 | ||||||||||||||||||||||
Settlement Agreement [Member] | Western Health Care [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 200,000 | ||||||||||||||||||||||
Debt face amount | $ 2,400,000 | ||||||||||||||||||||||
Interest rate | 18% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 02, 2022 | Jul. 01, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Outstanding receivable | $ 360,000 | |||||||
Alcimede LLC and Alcimede Limited [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Professional Fees | $ 100,000 | $ 100,000 | 300,000 | 300,000 | ||||
InnovaQor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Working capital advance | 1,000,000 | $ 400,000 | ||||||
Note receivable | 1,000,000 | |||||||
Outstanding receivable | $ 803,416 | |||||||
Outstanding receivable | $ 883,757 | |||||||
Outstanding receivable | 10% | |||||||
Debt instrument pecentage | 18% | |||||||
Original issue discount as interest income | 80,156 | 80,156 | ||||||
Rent and utilities | 9,700 | |||||||
InnovaQor Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Professional Fees | $ 53,555 | $ 51,229 | $ 133,841 | $ 51,229 |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Finance And Operating Lease Obligations | |||
Operating leases, Right-of-use operating lease obligations | $ 640,386 | $ 821,274 | |
Finance leases, Property and equipment, net | 220,461 | 220,461 | |
Total lease assets | 860,847 | 1,041,735 | |
Operating leases Right-of-use operating lease obligations | 239,449 | 247,017 | |
Finance leases Current liabilities | 220,461 | 220,461 | |
Operating leases Right-of-use operating lease obligations | 400,937 | 574,257 | |
Total lease liabilities | $ 860,847 | $ 1,041,735 | |
Weighted-average remaining term: Operating leases | 2 years 8 months 4 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% | 13% | |
Weighted-average discount rate: Finance leases | 4.90% | 4.90% | |
[1] As of September 30, 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 | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Finance And Operating Lease Obligations | |||||
Depreciation/amortization of lease assets | |||||
Interest on lease liabilities | |||||
Short-term lease expense | [1] | 83,211 | 44,342 | 248,250 | 151,025 |
Total lease expense | $ 83,211 | $ 44,342 | $ 248,250 | $ 151,025 | |
[1]Expenses are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. |
Schedule of Lease Expense (De_2
Schedule of Lease Expense (Details) (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finance And Operating Lease Obligations | ||
Finance lease, accrued interest | $ 0.2 | $ 0.2 |
Schedule of Lease Supplemental
Schedule of Lease Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Finance And Operating Lease Obligations | ||
Operating cash flows for operating leases obligations | $ 218,846 | $ 168,923 |
Operating cash flows for finance lease | ||
Financing cash flows for finance lease payments | $ 29,524 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid, Rolling Maturity [Abstract] | ||
2023 | $ 307,082 | |
2024 | 217,839 | |
2025 | 223,795 | |
2026 | 18,650 | |
2027 | ||
Thereafter | ||
Total | 767,366 | |
Less interest | (126,980) | |
Present value of minimum lease payments | 640,386 | |
Less current portion of lease obligations | (239,449) | $ (247,017) |
Lease obligations, net of current portion | 400,937 | 574,257 |
Finance Lease, Liability, to be Paid [Abstract] | ||
2023 | 224,252 | |
2024 | ||
2025 | ||
2026 | ||
2027 | ||
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 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
InnovaQor Series B Preferred Stock [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Asset | $ 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] | ||
Asset | ||
InnovaQor Series B Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Asset | ||
InnovaQor Series B Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Asset | 9,016,072 | 9,016,072 |
Embedded Conversion Options [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liability | 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] | ||
Liability | ||
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liability | ||
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liability | $ 455,336 | $ 455,336 |
Derivative Financial Instrume_3
Derivative Financial Instruments, Fair Value and Deemed Dividends (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) | |
Market price, percentage | 85% | ||||
Change in value of embedded conversion option | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Deemed dividends | 258,900,000 | 330,500,000 | 408,500,000 | ||
Series P Preferred Stock [Member] | |||||
Deemed dividends | $ 100,000 | $ 300,000 | 300,000 | $ 300,000 | |
Stock issued during period share acquisition | shares | 4,750 | ||||
Stock issued during period value acquisition | $ 300,000 | ||||
Minimum [Member] | Warrant [Member] | |||||
Expected term | 3 days | 1 day | 3 days | 1 day | |
Maximum [Member] | Warrant [Member] | |||||
Expected term | 2 years 5 months 12 days | 3 years | 2 years 5 months 12 days | 3 years | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||
Volatility ranging | 0 | 0.04 | 0 | 0.04 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||
Volatility ranging | 2.73 | 0.55 | 2.73 | 0.55 | |
Measurement Input, Option Volatility [Member] | Minimum [Member] | |||||
Volatility ranging | 1.94 | 25 | 1.94 | 25 | |
Measurement Input, Option Volatility [Member] | Maximum [Member] | |||||
Volatility ranging | 1,564 | 574 | 1,564 | 574 | |
InnovaQor Series B Preferred Stock [Member] | |||||
Derivative asset | $ 9,016,072 | $ 9,016,072 | 9,016,072 | ||
Embedded Conversion Options [Member] | |||||
Derivative Liability | $ 455,336 | $ 455,336 | $ 455,336 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
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 | (33,601,209) |
Weighted average exercise price expiration of warrants | $ / shares | $ (0.8970) |
Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions | 511,312,671,644 |
Number of shares of common stock issuable for warrants, ending balance | 511,333,351,093 |
Weighted average exercise price, ending balance | $ / shares | $ 0.00009 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Sep. 27, 2022 | Jun. 30, 2022 | Apr. 02, 2022 | Mar. 11, 2022 | Aug. 27, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 07, 2022 | Dec. 31, 2021 | Mar. 15, 2022 | Mar. 14, 2022 | Nov. 07, 2021 | 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 | 5,000,000 | |||||||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | |||||||||||||||||||
Number of common stock issued, value | $ 500,000 | $ 1,000,000 | |||||||||||||||||||
Gain loss on extinguishment of debt | $ 1,027,000 | $ 334,819 | $ 1,027,000 | ||||||||||||||||||
Preferred stock voting percentage | 51% | ||||||||||||||||||||
Conversion of convertible securities | |||||||||||||||||||||
Deemed dividends | 258,900,000 | $ 330,500,000 | 408,500,000 | ||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 5,000,000 | ||||||||||||||||||||
Long-Term Debt | $ 14,368,745 | $ 14,368,745 | $ 15,017,059 | ||||||||||||||||||
Common stock shares outstanding | 15,094,322,257 | 15,094,322,257 | 4,244,700 | ||||||||||||||||||
March 2017 Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Exercise price per share | $ 0.00009 | $ 0.00009 | |||||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||||
Number of warrants exercisable | 190,000,000,000 | ||||||||||||||||||||
Warrant maturity date | Mar. 21, 2024 | ||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock exercisable | 511,300,000,000 | ||||||||||||||||||||
Warrants expired | 33,600,000 | ||||||||||||||||||||
Number of warrants issued as anti dilution provision | 511,300,000,000 | ||||||||||||||||||||
March Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants issued as anti dilution provision | 507,600,000,000 | ||||||||||||||||||||
Series B Warrant [Member] | March 2017 Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants exercisable | 127,600,000,000 | ||||||||||||||||||||
Series C Warrants [Member] | March 2017 Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants exercisable | 190,000,000,000 | ||||||||||||||||||||
2007 Equity Plan [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options outstanding weighted average exercise price | $ 2,900,000 | $ 2,900,000 | |||||||||||||||||||
Weighted average period | 3 years 7 months 13 days | 3 years 7 months 13 days | |||||||||||||||||||
Intrinsic value of options exercisable | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Series H Convertible Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares outstanding | 10 | 10 | |||||||||||||||||||
Series L Convertible Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares outstanding | 250,000 | 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 | 20,810.35 | 20,810.35 | 20,810 | ||||||||||||||||||
Preferred stock, shares issued | 20,810 | 20,810 | 20,810 | ||||||||||||||||||
Preferred stock stated par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||
Conversion percentage | 90% | ||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10% | ||||||||||||||||||||
Series M Preferred Stock [Member] | Mr. Diamantis [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | |||||||||||||||||||
Preferred stock stated par value | $ 1,000 | $ 1,000 | |||||||||||||||||||
Gain loss on extinguishment of debt | $ 18,800,000 | ||||||||||||||||||||
Stock repurchased during period, shares | 22,000 | ||||||||||||||||||||
Conversion of convertible securities, shares | 610.65 | ||||||||||||||||||||
Conversion of convertible securities | $ 600,000 | ||||||||||||||||||||
Number of preferred shares converted | 45 | ||||||||||||||||||||
Conversion of Stock, Shares Converted | 20,810.35 | ||||||||||||||||||||
Series M Preferred Stock [Member] | Mr. Diamantis [Member] | Exchange Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of stock exchange | 570 | ||||||||||||||||||||
Stock exchanged value | $ 600,000 | ||||||||||||||||||||
Stock issued during period, shares, new issues | 9,500 | ||||||||||||||||||||
Warrant to purchase shares of common stock | 4,750 | ||||||||||||||||||||
Exercise price per share | $ 70 | $ 0.00009 | $ 0.00009 | ||||||||||||||||||
Deemed dividends | $ 300,000 | $ 300,000 | |||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||
Number of warrants exercisable | 3,700,000,000 | ||||||||||||||||||||
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 | 3,582.96 | 3,582.96 | 5,936 | ||||||||||||||||||
Preferred stock, shares issued | 3,583 | 3,583 | 5,936 | ||||||||||||||||||
Preferred stock stated par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||
Conversion percentage | 90% | ||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10% | ||||||||||||||||||||
Conversion of Stock, Shares Converted | 3,582.96 | ||||||||||||||||||||
Conversion of Stock, Shares Issued | 39,800,000,000 | ||||||||||||||||||||
Series N Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||||||||||||||||||
Preferred stock, stated value | $ 1,000 | $ 1,000 | |||||||||||||||||||
Series N Preferred Stock [Member] | Holders [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of preferred shares converted | 2,352 | 18,350.1 | 24,499.64 | ||||||||||||||||||
Stock issued during period, shares, new issues | 8,400,000,000 | 486,186,000,000,000 | 4,200,000 | ||||||||||||||||||
Stock issued during period, value, conversion of units | $ 2,400,000 | $ 18,400,000 | $ 24,500,000 | ||||||||||||||||||
Series O Convertible Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares outstanding | 9,261.54 | 9,261.54 | |||||||||||||||||||
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 | $ 0.01 | $ 0.01 | ||||||||||||||||||
Preferred stock, shares outstanding | 10,194.87 | 10,194.87 | 8,545 | ||||||||||||||||||
Preferred stock, shares issued | 10,195 | 10,195 | 8,545 | ||||||||||||||||||
Preferred stock stated par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||
Conversion percentage | 90% | ||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10% | ||||||||||||||||||||
Stock issued during period, shares, new issues | 550 | ||||||||||||||||||||
Deemed dividends | $ 100,000 | $ 300,000 | $ 300,000 | 300,000 | |||||||||||||||||
Conversion of Stock, Shares Converted | 10,194.87 | ||||||||||||||||||||
Conversion of Stock, Shares Issued | 113,300,000,000 | ||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 500,000 | ||||||||||||||||||||
Series P Preferred Stock [Member] | Exchange Aggrement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||||||||||||
Warrants and Rights Outstanding | $ 1,100,000 | ||||||||||||||||||||
[custom:NonconvertibleDebentures-0] | 4,500,000 | ||||||||||||||||||||
Long-Term Debt | $ 1,500,000 | ||||||||||||||||||||
[custom:IndebtednessAndAccruedInterestShares] | 8,544.87 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Conversion price discount percentage | 10% | ||||||||||||||||||||
Series F Convertible Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares outstanding | 17,500 | ||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 1,750,000 | 1,750,000 | 1,750,000 | ||||||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 1,750,000 | ||||||||||||||||||
Number of common stock issued, value | $ 174,097 | ||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 1,750,000 | ||||||||||||||||||
Preferred stock stated par value | $ 1 | $ 1 | $ 1 | ||||||||||||||||||
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 | ||||||||||||||||||
Preferred stock stated par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||
Conversion percentage | 85% | ||||||||||||||||||||
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 | ||||||||||||||||||
Preferred stock stated par value | $ 1 | $ 1 | $ 1 | ||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,500,000,000 | 2,500,000,000 | |||||||||||||||||||
Series L Preferred Stock [Member] | Alcimede LLC [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, stated value | $ 1 | $ 1 | |||||||||||||||||||
Series I-1 and Series I-2 Preferred Stock [Member] | Exchange, Redemption and Forbearance 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 | 9,262 | 9,262 | 9,900 | ||||||||||||||||||
Preferred stock, shares issued | 9,262 | 9,262 | 9,900 | ||||||||||||||||||
Preferred stock stated par value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||
Conversion percentage | 90% | ||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10% | ||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 5,000,000 | ||||||||||||||||||||
Series O Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | 9,900 | 9,900 | |||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 9,000,000 | ||||||||||||||||||||
Series O Preferred Stock [Member] | Holders [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of preferred shares converted | 638 | ||||||||||||||||||||
Stock issued during period, shares, new issues | 6,700,000,000 | ||||||||||||||||||||
Conversion of Stock, Shares Converted | 9,261.54 | ||||||||||||||||||||
Stock issued during period, value, conversion of units | $ 600,000 | ||||||||||||||||||||
Conversion of Stock, Shares Issued | 102,900,000,000 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Dividends Payable [Line Items] | ||
Cash paid for interest | $ 1,369,955 | |
Cash paid for income taxes | 281,025 | |
Preferred stock of InnovaQor received from the sale of HTS and AMSG | 9,117,500 | |
Net liabilities of HTS and AMSG transferred to InnovaQor | 2,227,152 | |
Settlement of liability with InnovaQor preferred stock | 60,714 | |
Issuance of notes payable in settlement of accounts payable and accrued expenses | 2,352,961 | |
Deemed dividends from issuance of common stock warrants under exchange agreement | 341,525 | |
Deemed dividends from issuances of Series P Preferred Stock | 333,333 | |
Deemed dividends for trigger of down round provisions | 330,543,036 | 408,509,361 |
Deemed dividends from extension of common stock warrants | 291,292 | |
Non-cash interest income | 80,056 | |
Original issue discounts on debt | 52,836 | |
Series F Preferred Stock [Member] | ||
Dividends Payable [Line Items] | ||
Preferred Stock converted into common stock | 17,500 | |
Series M Preferred Stock [Member] | ||
Dividends Payable [Line Items] | ||
Preferred Stock converted into common stock | 1,189,650 | |
Series N Preferred Stock [Member] | ||
Dividends Payable [Line Items] | ||
Preferred Stock converted into common stock | 2,352,000 | 18,355,507 |
Series O Preferred Stock [Member] | ||
Dividends Payable [Line Items] | ||
Preferred Stock converted into common stock | $ 638,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Jul. 18, 2022 | May 16, 2022 | Jan. 18, 2022 | Nov. 04, 2021 | Sep. 14, 2021 | Aug. 15, 2021 | Sep. 13, 2018 | Feb. 08, 2017 | May 31, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | Jan. 24, 2017 | Dec. 07, 2016 | Nov. 30, 2016 | Sep. 27, 2016 | |
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
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 | $ 1,213,495 | $ 350,508 | |||||||||||||||||||||
Gain on legal settlement | $ 60,808 | $ 3,157,203 | (15,410) | 3,179,393 | |||||||||||||||||||
Notes Payable | 3,119,505 | 3,119,505 | $ 4,667,819 | ||||||||||||||||||||
Repayments of related party debt | 360,000 | ||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Repayment of debt | 250,000 | 250,000 | |||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 32,922 | $ 109,739 | |||||||||||||||||||||
Repayments of related party debt | $ 900,000 | ||||||||||||||||||||||
Settlement Agreement [Member] | 24 Monthly Payments [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Litigation settlement, amount awarded from other party | 3,201 | ||||||||||||||||||||||
Settlement Agreement [Member] | Monthly Payment Through March 1, 2023 [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Repayments of related party debt | 52,941 | ||||||||||||||||||||||
Holders of Tegal Notes [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Equipment lease outstanding balance | $ 341,612 | ||||||||||||||||||||||
Accrued interest | $ 43,000 | ||||||||||||||||||||||
Payment for notes payable | 50,055 | ||||||||||||||||||||||
Mr. Diamantis [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Repayment of debt | $ 750,000 | ||||||||||||||||||||||
Accrued interest | 100,000 | 100,000 | 300,000 | ||||||||||||||||||||
Payment in settlement of judgment | $ 2,200,000 | ||||||||||||||||||||||
Notes Payable | 450,000 | ||||||||||||||||||||||
Mr. Diamantis [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Due to related party | $ 2,000,000 | ||||||||||||||||||||||
Anthony O Killough [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Repayment of debt | $ 400,000 | $ 250,000 | |||||||||||||||||||||
Accrued interest | 1,300,000 | 1,300,000 | |||||||||||||||||||||
Repayment of cash | $ 150,000 | ||||||||||||||||||||||
Florida Department of Revenue [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Income tax penalties and interest paid | $ 900,000 | ||||||||||||||||||||||
Due to related party | 400,000 | 400,000 | |||||||||||||||||||||
DeLage Landen Financial Services, Inc. [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Income tax penalties and interest paid | $ 1,000,000 | ||||||||||||||||||||||
Implicit interest rate | 4.97% | ||||||||||||||||||||||
Equipment lease outstanding balance | 200,000 | 200,000 | |||||||||||||||||||||
Other Net Operating Losses [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Proceeds from income tax refunds | 300,000 | ||||||||||||||||||||||
2015 Federal Income Tax Audit [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Income taxes receivable | 1,100,000 | 1,100,000 | 1,100,000 | ||||||||||||||||||||
Repayment of debt | 300,000 | ||||||||||||||||||||||
Income tax liability | $ 700,000 | 700,000 | 700,000 | ||||||||||||||||||||
EPIC Reference Laboratories, Inc. [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Settlement liabilities, current | $ 1,100,000 | ||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 155,000 | ||||||||||||||||||||||
TCA Global Master Fund LP [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Loss contingency, damages sought, value | $ 200,000 | $ 500,000 | $ 2,030,000 | ||||||||||||||||||||
Loss contingency, settlement agreement, terms | remaining $300,000 was due in six consecutive monthly installments of $50,000. Accordingly, the settlement amount was fully paid as of September 30, 2022 (see Note 6). | ||||||||||||||||||||||
Gain on legal settlement | $ 2,200,000 | ||||||||||||||||||||||
CHSPCS [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Settlement amount | $ 592,650 | ||||||||||||||||||||||
Morrison Management Specialists, Inc [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Settlement amount | $ 194,455 | ||||||||||||||||||||||
Newstat, PLLC [Member] | |||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||||||
Settlement amount | $ 190,600 |
Schedule of Discontinued Operat
Schedule of Discontinued Operation of Balance Sheet and Operation Statement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Accounts payable | $ 1,108,066 | $ 1,108,066 | $ 1,108,066 | ||
Accrued expenses | 339,696 | 339,696 | 341,410 | ||
Current liabilities of discontinued operations | 1,447,762 | 1,447,762 | $ 1,449,476 | ||
Net revenues | $ 216,941 | ||||
Cost of revenues | 2,386 | ||||
Operating expenses | (1,696) | (31,388) | (5,941) | (677,539) | |
Other (expense) income | (1,134) | 39,193 | |||
Gain on sale | 576,787 | 11,303,939 | |||
Provision for income taxes | |||||
(Loss) income from discontinued operations | $ (1,696) | $ 545,399 | $ (7,075) | $ 10,880,148 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 25, 2021 shares | Jun. 24, 2021 shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | |
Long-term debt | $ 14,368,745 | $ 15,017,059 | |||||||
Gain on sale of investments | $ 600,000 | ||||||||
Stock issued during period, value, new issues | $ 500,000 | $ 1,000,000 | |||||||
Notes payable | $ 3,119,505 | $ 4,667,819 | |||||||
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, Expected Term [Member] | Valuation Technique, Option Pricing Model [Member] | |||||||||
Long-term debt, term | 5 years | ||||||||
Measurement Input, Discount Rate [Member] | Valuation Technique, Option Pricing Model [Member] | |||||||||
Equity securities, FV-NI, measurement input | 35 | ||||||||
HTS and 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 | 14,000 | 14,950 | 950 | ||||||
Series B Preferred Stock [Member] | |||||||||
Number of shares converted | shares | 14,950 | ||||||||
Preferred stock, stated value | $ / shares | $ 1,000 | ||||||||
Long-term debt | 90% | ||||||||
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 | ||||||||
InnovaQor Series B Preferred Stock [Member] | |||||||||
Stock issued during period, shares, new issues | shares | 100 | ||||||||
Stock issued during period, value, new issues | $ 60,714 | ||||||||
Notes payable | $ 9,000,000 | $ 9,000,000 |
Schedule of Dilutive Effect of
Schedule of Dilutive Effect of Various Potential Common Shares (Details) - shares | 1 Months Ended | 9 Months Ended | |
Nov. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 1,006,818,817,784 | 28,209,995 | |
Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 511,333,351,092 | 18,266,394 | |
Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 466,707,633,333 | 8,977,081 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 1,021,913,140,041 | ||
Subsequent Event [Member] | Shares Of Common Stock Outstanding [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 29,084,322,257 | ||
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 | 511,333,351,092 | ||
Subsequent Event [Member] | Convertible Debt [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 28,777,833,333 | ||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Total dilutive potential shares of common stock, including outstanding common stock | 452,717,633,333 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Oct. 12, 2022 | Nov. 14, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||
Issuance of debentures | ||||||||||
Liability | $ 50,202,928 | $ 50,202,928 | $ 46,936,120 | |||||||
Series N Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of stock, shares issued | 39,800,000,000 | |||||||||
Conversion of stock, shares converted | 3,582.96 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Issuance of debentures | $ 550,000 | |||||||||
Proceeds from issuance of debt | $ 500,000 | |||||||||
Over payment | $ 1,900,000 | |||||||||
Subsequent Event [Member] | Sales [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Liability | $ 1,600,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of stock, shares issued | 14,000,000,000 | |||||||||
Subsequent Event [Member] | Series N Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of stock, shares converted | 682.65 | |||||||||
Conversion of stock, amount converted | $ 682,650 | |||||||||
Subsequent Event [Member] | Series O Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of stock, shares converted | 576.45 | |||||||||
Conversion of stock, amount converted | $ 576,450 |