Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 29,934,322,257 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 251,221 | $ 499,470 |
Accounts receivable, net | 2,848,916 | 3,110,969 |
Note receivable / receivable from related party | $ 1,771,106 | $ 1,457,253 |
Other Receivable, after Allowance for Credit Loss, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Inventory | $ 277,178 | $ 242,645 |
Prepaid expenses and other current assets | 320,404 | 215,365 |
Income tax refunds receivable | 837,460 | 837,460 |
Total current assets | 6,306,285 | 6,363,162 |
Property and equipment, net | 4,320,617 | 4,194,299 |
Intangible asset | 259,443 | 259,443 |
Investment | 9,016,072 | 9,016,072 |
Deposits | 164,413 | 165,530 |
Right-of-use assets | 505,954 | 574,256 |
Total assets | 20,572,784 | 20,572,762 |
Current liabilities: | ||
Accounts payable (includes related party amounts of $15,625 and $47,636, respectively) | 11,755,867 | 11,514,322 |
Accrued expenses | 20,014,407 | 19,563,808 |
Income taxes payable | 1,348,425 | 1,348,425 |
Current portion of notes payable | 1,780,010 | 2,917,390 |
Current portion of loan payable, related party | 3,003,000 | 2,995,000 |
Current portion of debentures | 8,322,240 | 8,622,240 |
Current portion of right-of-use operating lease obligations | 189,875 | 215,063 |
Current portion of finance lease obligation | 220,461 | 220,461 |
Derivative liabilities | 455,336 | 455,336 |
Current liabilities of discontinued operations | 1,456,112 | 1,456,112 |
Total current liabilities | 48,545,733 | 49,308,157 |
Right-of-use operating lease obligations, net of current portion | 316,079 | 359,193 |
Total liabilities | 48,861,812 | 49,667,350 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 250,000,000,000 shares authorized, 29,934,322,257 and 29,084,322,257 shares issued and outstanding, respectively | 2,993,432 | 2,908,432 |
Additional paid-in-capital | 1,671,486,835 | 1,671,571,834 |
Accumulated deficit | (1,702,772,220) | (1,703,577,780) |
Total stockholders’ deficit | (28,289,028) | (29,094,588) |
Total liabilities and stockholders’ deficit | 20,572,784 | 20,572,762 |
Series H Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | ||
Series L Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | 2,500 | 2,500 |
Series M Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | 208 | 208 |
Series N Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | 29 | 29 |
Series O Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | 86 | 87 |
Series P Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | $ 102 | $ 102 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts payable, current | $ 11,755,867 | $ 11,514,322 |
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 | 29,934,322,257 | 29,084,322,257 |
Common stock shares outstanding | 29,934,322,257 | 29,084,322,257 |
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 | 2,864 | 2,900 |
Preferred stock shares outstanding | 2,864.31 | 2,900 |
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 | 8,645 | 8,685 |
Preferred stock shares outstanding | 8,644.59 | 8,685 |
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 | 10,195 |
Preferred stock shares outstanding | 10,194.87 | 10,195 |
Related Party [Member] | ||
Accounts payable, current | $ 15,625 | $ 47,636 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenues | $ 4,915,896 | $ 1,144,520 |
Operating expenses: | ||
Direct costs of revenues | 1,853,046 | 1,374,643 |
General and administrative expenses | 2,216,670 | 1,572,336 |
Depreciation and amortization | 94,135 | 116,824 |
Total operating expenses | 4,163,851 | 3,063,803 |
Income (loss) from continuing operations before other income (expense) and income taxes | 752,045 | (1,919,283) |
Other income (expense): | ||
Other income, net | 42,746 | 268,806 |
Net gain from legal settlements | 563,032 | 5,282 |
Interest expense | (552,263) | (620,937) |
Total other income (expense), net | 53,515 | (346,849) |
Net income (loss) from continuing operations before income taxes | 805,560 | (2,266,132) |
Provision for income taxes | ||
Net income (loss) from continuing operations | 805,560 | (2,266,132) |
Loss from discontinued operations | (1,434) | |
Net income (loss) | 805,560 | (2,267,566) |
Deemed dividends | (135,924,745) | |
Net income (loss) available to common stockholders | $ 805,560 | $ (138,192,311) |
Net income (loss) per share of common stock available to common stockholders - basic and diluted | ||
Continuing operations | $ 0 | $ (28.71) |
Discontinued operations | 0 | |
Total basic and diluted | $ 0 | $ (28.71) |
Weighted average number of shares of common stock outstanding during the period – basic | 29,754,877,813 | 4,812,754 |
Weighted average number of shares of common stock and common stock equivalents outstanding during the period - diluted | 509,813,067,665 | 4,812,754 |
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 |
Balance at Dec. 31, 2021 | $ 20,451 | $ 424 | $ 1,342,085,957 | $ (1,369,408,356) | $ (27,301,524) |
Balance, shares at Dec. 31, 2021 | 2,045,201 | 4,244,700 | |||
Conversions of Series N Preferred Stock into common stock | $ (6) | $ 1,293 | (1,287) | ||
Conversions of Series N Preferred Stock into common stock, shares | (593) | 12,932,500 | |||
Net income (loss) | (2,267,566) | (2,267,566) | |||
Issuances of Series P Preferred Stock | $ 11 | 999,989 | 1,000,000 | ||
Issuances of Series P Preferred Stock, shares | 1,100 | ||||
Deemed dividends from issuances of Series P Preferred Stock | 222,222 | (222,222) | |||
Payment of cash in lieu of fractional shares | (9) | (9) | |||
Payment of cash in lieu of fractional shares, shares | (10) | ||||
Deemed dividends from triggers of down round provisions | 135,702,523 | (135,702,523) | |||
Balance at Mar. 31, 2022 | $ 20,456 | $ 1,717 | 1,479,009,395 | (1,507,600,667) | (28,569,099) |
Balance, shares at Mar. 31, 2022 | 2,045,708 | 17,177,190 | |||
Balance at Dec. 31, 2021 | $ 20,451 | $ 424 | 1,342,085,957 | (1,369,408,356) | (27,301,524) |
Balance, shares at Dec. 31, 2021 | 2,045,201 | 4,244,700 | |||
Net income (loss) | (3,300,000) | ||||
Balance at Dec. 31, 2022 | $ 2,926 | $ 2,908,432 | 1,671,571,834 | (1,703,577,780) | (29,094,588) |
Balance, shares at Dec. 31, 2022 | 292,600 | 29,084,322,257 | |||
Conversions of Series N Preferred Stock into common stock | $ 40,000 | (40,000) | |||
Conversions of Series N Preferred Stock into common stock, shares | (36) | 400,000,000 | |||
Conversions of Series O Preferred Stock into common stock | $ (1) | $ 45,000 | (44,999) | ||
Conversions of Series O Preferred Stock into common stock, shares | (40) | 450,000,000 | |||
Net income (loss) | 805,560 | 805,560 | |||
Balance at Mar. 31, 2023 | $ 2,925 | $ 2,993,432 | $ 1,671,486,835 | $ (1,702,772,220) | $ (28,289,028) |
Balance, shares at Mar. 31, 2023 | 292,524 | 29,934,322,257 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net income (loss) from continuing operations | $ 805,560 | $ (2,266,132) | |
Adjustments to reconcile net (income) loss to net cash used in operations: | |||
Depreciation and amortization | 94,135 | 116,824 | |
Other income from forgiveness of PPP notes payable | (334,819) | ||
Net gain from legal settlements | (563,032) | (5,282) | |
Loss from discontinued operations | (1,434) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 262,053 | 140,155 | |
Inventory | (34,533) | (10,764) | |
Prepaid expenses and other current assets | (105,039) | 22,217 | |
Security deposits | 1,117 | (10,000) | |
Change in right-of-use assets | 68,302 | 27,412 | |
Accounts payable | 241,545 | 734,227 | |
Accrued expenses | 439,425 | 465,651 | |
Change in right-of-use operating lease obligations | (68,302) | (27,412) | |
Net cash provided by (used in) operating activities of continuing operations | 1,141,231 | (1,149,357) | |
Net cash used in operating activities of discontinued operations | (2,323) | ||
Net cash provided by (used in) operating activities | 1,141,231 | (1,151,680) | |
Cash flows from investing activities: | |||
Purchases of equipment | (220,453) | ||
Note receivable / receivable from related party | (313,853) | (127,313) | |
Net cash used in investing activities of continuing operations | (534,306) | (127,313) | |
Net cash from investing activities of discontinued operations | |||
Net cash used in investing activities | (534,306) | (127,313) | |
Cash flows from financing activities: | |||
Proceeds from related party loans | 580,000 | 750,000 | |
Payments on related party loans | (572,000) | ||
Payments of debentures | (300,000) | ||
Payments on notes payable | (563,174) | (933,418) | |
Receivables paid under accounts receivable sales agreements | (158,824) | ||
Proceeds from issuances of Series P Preferred Stock | 1,000,000 | ||
Cash paid for fractional shares in connection with reverse stock split | (9) | ||
Net cash (used in) provided by financing activities of continuing operations | (855,174) | 657,749 | |
Net cash from financing activities of discontinued operations | |||
Net cash (used in) provided by financing activities | (855,174) | 657,749 | |
Net change in cash | (248,249) | (621,244) | |
Cash at beginning of period | 499,470 | 724,524 | $ 724,524 |
Cash at end of period | $ 251,221 | $ 103,280 | $ 499,470 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 and a rural health clinic in Kentucky. The Company’s operations consist of only one segment. Scott County Community Hospital (d/b/a 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 4.3 1.0 Jamestown Regional Medical Center On June 1, 2018, we 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. CarePlus Clinic On March 5, 2019, we acquired certain assets related to an outpatient clinic located in Williamsburg, Kentucky. The clinic and its associated assets, which were acquired from CarePlus Rural Health Clinic, LLC, offers compassionate care in a modern, patient-friendly facility. The CarePlus Clinic is located 32 miles northwest of our Big South Fork Medical Center. 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, 2022. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of March 31, 2023, and the results of its operations and changes in stockholders’ deficit for the three months ended March 31, 2023 and 2022 and its cash flows for the three months ended March 31, 2023 and 2022. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2023 may not be indicative of results for the year ending December 31, 2023. 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 Income (Loss) During the three months ended March 31, 2023 and 2022, comprehensive income (loss) was equal to the net income (loss) 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 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, 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. Revenue Recognition We recognize revenue in accordance with Accounting Standard Codification (“ASC”), “ 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). During the fourth quarter of 2022, the Company’s Big South Fork Medical Center received a communication that its final Medicare cost report for the six months ending December 31, 2021 was accepted and that it reflected a retroactive adjustment of $ 1.6 1.6 0.4 0.5 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 March 31, 2023 and 2022, estimated contractual allowances of $ 11.1 8.1 0.9 1.4 12.0 9.5 4.9 1.1 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”) ASC Topic 360, Property, Plant and Equipment Leases in Accordance with ASU No. 2016-02 We account for leases in accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Fair Value Measurements In accordance with ASC 820, “ Fair Value Measurements and Disclosures ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). ● Level 3 applies to assets or liabilities for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including our own assumptions. On March 31, 2023 and December 31, 2022, we applied the Level 3 fair value hierarchy in determining the fair value of InnovaQor, Inc.’s Series B-1 Non-Voting Convertible Preferred Stock (the “InnovaQor Series B-1 Preferred Stock”), which is reflected on our condensed consolidated balance sheets as an investment. Also, on March 31, 2023 and December 31, 2022, 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. Our determination of fair value is 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 and diluted 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) 0.052 There were no 135.7 In addition, we recorded deemed dividends of approximately $ 0.2 Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. When projected future taxable income is insufficient to provide for the realization of deferred tax assets, the Company recognizes a valuation allowance. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2023 and December 31, 2022. 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 earnings (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 earnings (loss) per share for the three months ended March 31, 2023 and 2022. Reverse Stock Split On March 15, 2022, the Company effected a 1-for-10,000 10,000 Amendment to Certificate of Incorporation 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. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Financial Condition | Note 2 – Liquidity and Financial Condition Going Concern 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, Presentation of Financial Statements-Going Concern (Subtopic 205-40) At March 31, 2023, the Company had a working capital deficit and a stockholders’ deficit of $ 42.2 28.3 0.8 2.3 3.3 The Company’s 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 condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 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 monitoring the COVID-19 pandemic and its impact on our operations. We have received Paycheck Protection Program loans (“PPP Notes”), which have been forgiven in accordance with their terms and employee retention credits and Department of Health and Human Services (“HHS”) Provider Relief Funds from the federal government. The HHS Provider Relief Funds are more fully discussed below. Going forward, the Company is unable to determine the extent to which the COVID-19 pandemic will continue to affect its business. Our ability to make estimates of the effect of the COVID-19 pandemic on net revenues, expenses or changes in accounting judgments that have had or are reasonably likely to have a material effect on our financial statements is currently limited. The nature and effect of the COVID-19 pandemic on our balance sheet and results of operations will depend on the severity and length of the pandemic in our service areas; government activities to mitigate the pandemic’s effect; regulatory changes in response to the pandemic, especially those affecting rural hospitals; existing and potential government assistance that may be provided; and the requirements of HHS Provider Relief Fund receipts, including our ability to retain such funds as have been received. HHS Provider Relief Funds The Company received HHS Provider Relief Funds, which were provided to eligible healthcare providers out of the $ 100 13.6 13.0 0.6 4.4 8.0 0.6 As of March 31, 2023, the Company’s estimate of the amount for which it is reasonably assured of meeting the underlying terms and conditions of the grants was based on, among other things, the various notices issued by HHS on September 19, 2020, October 22, 2020, and January 15, 2021 and the Company’s results of operations during the three months ended March 31, 2023 and the years ended December 31, 2022, 2021 and 2020. The Company believes that it was appropriate to recognize a net of $ 13.0 13.0 The Company has been served with a qui tam |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 3 – Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing the earnings (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (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. The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share (unaudited) during the three months ended March 31, 2023 and 2022: Schedule of Earnings Per Share 2023 2022 Three Months Ended March 31, 2023 2022 Numerator Net income (loss) from continuing operations $ 805,560 $ (2,266,132 ) Deemed dividends - (135,924,745 ) Net income (loss) available to common stockholders, continuing operations 805,560 (138,190,877 ) Net loss from discontinued operations - (1,434 ) Net income (loss) available to common stockholders $ 805,560 $ (138,192,311 ) Denominator Weighted average number of shares of common stock outstanding during the period – basic 29,754,877,813 4,812,754 Warrants 27,733,334,296 - Preferred stock 452,324,855,556 - Weighted average number of shares of common stock and common stock equivalents outstanding during the period - diluted 509,813,067,665 4,812,754 Net income (loss) per share of common stock available to common stockholders – basic and diluted: Continuing operations $ 0.00 $ (28.71 ) Discontinued operations - (0.00 ) Total $ 0.00 $ (28.71 ) Diluted income (loss) per share excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2023 and 2022, the following potential common stock equivalents were excluded from the calculation of diluted income (loss) per share as their effect was anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 Three Months Ended March 31, 2023 2022 Common stock warrants 483,600,016,793 5,002,174,096 Convertible preferred stock - 3,093,872,894 Convertible debentures 28,777,833,333 388,960,870 Stock options 26 26 Anti-dilutive shares 512,377,850,152 8,485,007,886 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 and 10). These provisions have resulted in significant dilution of the Company’s common stock. As a result of the Voting Agreement and Irrevocable Proxy (the “Voting Agreement”) discussed in Note 10 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 outstanding rights to acquire potentially dilutive common shares. As a result of these down round provisions, the potential common stock and common stock equivalents totaled 1.0 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Note 4 – Accounts Receivable Accounts receivable at March 31, 2023 (unaudited) and December 31, 2022 consisted of the following: Schedule of Accounts Receivable 2023 2022 March 31, December 31, 2023 2022 Accounts receivable $ 12,873,266 $ 13,046,646 Less: Allowance for contractual obligations (8,874,259 ) (8,529,904 ) Allowance for doubtful accounts (1,150,091 ) (1,405,773 ) Accounts receivable, net $ 2,848,916 $ 3,110,969 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 5 – Accrued Expenses Accrued expenses at March 31, 2023 (unaudited) and December 31, 2022 consisted of the following: Schedule of Accrued Expenses March 31, December 31, 2023 2022 Accrued payroll and related liabilities $ 8,496,774 $ 8,533,710 HHS Provider Relief Funds 552,099 552,099 Accrued interest 6,176,589 5,736,096 Accrued legal expenses and settlements 534,550 534,550 Medicare overpayment reserve 1,976,423 2,101,837 Other accrued expenses 2,277,972 2,105,516 Accrued expenses $ 20,014,407 $ 19,563,808 Accrued payroll and related liabilities at March 31, 2023 and December 31, 2022 included approximately $ 3.1 3.0 million 4.0 million 4.0 million During the fourth quarter of 2022, the Company’s Big South Fork Medical Center received a communication that its final Medicare cost report for the six months ending December 31, 2021 was accepted and that it reflected a retroactive adjustment of $ 1.6 1.6 0.4 0.5 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt At March 31, 2023 (unaudited) and December 31, 2022, debt consisted of the following: Schedule of Debt March 31, 2023 December 31, 2022 Notes payable- third parties $ 1,780,010 $ 2,917,390 Loan payable – related party 3,003,000 2,995,000 Debentures 8,322,240 8,622,240 Total debt 13,105,250 14,534,630 Less current portion of debt (13,105,250 ) (14,534,630 ) Total debt, net of current portion $ - $ - At March 31, 2023 (unaudited) and December 31, 2022, notes payable with third parties consisted of the following: Notes Payable – Third Parties Schedule of Notes Payable Third Parties March 31, 2023 December 31, 2022 $ 291,557 $ 291,557 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 0.4 - 1,137,380 Notes payable to Western Healthcare, LLC dated August 10, 2021, in the aggregate principal amount of $ 2.4 18 0.2 1,488,453 1,488,453 Note payable 1,780,010 2,917,390 Less current portion (1,780,010 ) (2,917,390 ) Notes payable - third parties, net of current portion $ - $ - On December 7, 2016, the holders of the Tegal Notes filed suit against the Company seeking payment for the amounts due under the notes in the aggregate principal balance of $ 341,612 384,384 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 2.2 450,000 750,000 300,000 350,000 1.1 580,000 0.6 On August 10, 2021, the Company entered into two notes payable with Western Healthcare, LLC in the aggregate principal amount of $ 2.4 18 0.2 400,000 200,000 Loan Payable – Related Party At March 31, 2023 (unaudited) and December 31, 2022, loan payable - related party consisted of the following: Schedule of Loan Payable Related Parties March 31, 2023 December 31, 2022 Loan payable to Christopher Diamantis $ 3,003,000 $ 2,995,000 Less current portion of loan payable, related party (3,003,000 ) (2,995,000 ) 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 three months ended March 31, 2023 and 2022, Mr. Diamantis loaned the Company $ 580,000 and $ 750,000 Notes Payable –Third Parties 572,000. No principal payments were made on loans from Mr. Diamantis during the three months ended March 31, 2022. During the three months ended March 31, 2023 and 2022, the Company incurred interest expense on the loans from Mr. Diamantis of $ 0.1 0.1 0.1 0 No 10 Debentures The carrying amount of all outstanding debentures with institutional investors as of March 31, 2023 (unaudited) and December 31, 2022 was as follows: Schedule of Debentures March 31, 2023 December 31, 2022 March 2017 Debenture $ 2,580,240 $ 2,580,240 2018 Debentures 5,642,000 5,642,000 October 2022 Debentures 100,000 400,000 Debentures, Gross 8,322,240 8,622,240 Less current portion (8,322,240 ) (8,622,240 ) Debentures, net of current portion $ - $ - 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 30 0.6 18 0.1 0.1 1.9 On March 31, 2023, the March 2017 Debenture is convertible into shares of the Company’s common stock, at a conversion price, which has been adjusted pursuant to its terms, of $ 0.00009 28.7 The March 2017 Debenture was issued with warrants (the “March Warrants”), which are exercisable into shares of the Company’s common stock until March 21, 2024. During the three months ended March 31, 2022, the Company recorded $ 135.7 No 2018 Debentures During 2018, the Company closed various offerings of debentures (the “2018 Debentures”) with principal balances aggregating $ 14.5 0.052 0.052 30 1.3 5.6 108.5 18 0.3 0.3 3.6 See Notes 3 and 10 for a discussion of the dilutive effect of the outstanding convertible debentures and warrants as of March 31, 2023. October 2022 Debentures On October 12, 2022, the Company issued non-convertible, non-interest bearing debentures to institutional investors in the amount of $ 550,000 , including $ 50,000 of original issue discounts, for net proceeds of $ 500,000 . These debentures were due by their initial terms on February 12, 2023 and were secured by a portion of the Company’s investment in InnovaQor Series B-1 Preferred Stock. On December 15, 2022, the Company and the institutional investors agreed to revise the repayment terms of these debentures as follows: (i) payment of $ 150,000 on December 15, 2022; and (ii) monthly payments of $ 100,000 due by the 12 th |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions In addition to the transactions discussed in Notes 6 and 10, the Company had the following related party activity during the three months ended March 31, 2023 and 2022: Alcimede Limited Pursuant to a consulting agreement, Alcimede Limited billed $ 0.1 0.1 InnovaQor, Inc. In addition to the investment in InnovaQor’s Series B-1 Preferred Stock (see Notes 1 and 9), at March 31, 2023 and December 31, 2022, the Company had a note receivable / related party receivable resulting from working capital advances to InnovaQor, Inc. (“InnovaQor”) of approximately $ 1.8 1.5 As of July 1, 2022, the Company had an outstanding related party receivable from InnovaQor of $ 803,416 883,757 10 883,757 441,018 1,457,253 132,478 10 25 18 0.2 From January 1, 2023 to March 31, 2023, the Company advanced $ 0.3 During the three months ended March 31, 2023 and 2022, the Company contracted with InnovaQor to provide ongoing health information technology-related services totaling approximately $ 0.1 54,000 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 operating leases with terms greater than 12 months, we record the related right-of-use assets and right-of-use obligations at the present value of lease payments over the term. We do not separate lease and non-lease components of contracts. Generally, we use our most recent agreed-upon borrowing interest rate at lease commencement as our interest rate, as most of our operating leases do not provide a readily determinable implicit interest rate. The following table presents our lease-related assets and liabilities at March 31, 2023 (unaudited) and December 31, 2022: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification March 31, 2023 December 31, 2022 Assets: Operating leases Right-of-use operating lease assets $ 505,954 $ 574,256 Finance lease Property and equipment, net - - Total lease assets $ 505,954 $ 574,256 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 189,875 $ 215,063 Finance lease Finance lease obligation 220,461 220,461 Long-term Right-of-use operating lease obligations 316,079 359,193 Total lease liabilities $ 726,415 $ 794,717 Weighted-average remaining term: Operating leases 2.45 2.59 Finance lease (1) 0 0 Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance lease 4.9 % 4.9 % The following table presents certain information related to lease expense for finance and operating leases for the three months ended March 31, 2023 and 2022 (unaudited): Schedule of Lease Expense Three Months March 31, 2023 Three Months March 31, 2022 Finance lease expense: Depreciation/amortization of leased assets $ - $ - Interest on lease liabilities - - Operating leases: Short-term lease expense (2) 92,569 49,182 Total lease expense $ 92,569 $ 49,182 Other Information The following table presents supplemental cash flow information for the three months ended March 31, 2023 and 2022 (unaudited): Schedule of Lease Supplemental Cash Flow Information Three Months March 31, 2023 Three Months March 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 82,892 $ 56,208 Operating cash flows for finance lease $ - $ - Financing cash flows for finance lease payments $ - $ - (1) As of March 31, 2023 and December 31, 2022, the Company was in default under its finance lease obligation, therefore, the aggregate future minimum lease payments and accrued interest under this finance lease in the amount of $ 0.2 (2) Expenses are included in general and administrative expenses in the condensed consolidated statements of operations. Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows: Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases Right-of-Use Operating Leases Finance Lease Twelve months ending March 31: 2024 $ 243,270 $ 224,252 2025 221,088 - 2026 130,547 - 2027 - - 2028 - - Thereafter - - Total 594,905 224,252 Less interest (88,951 ) (3,791 ) Present value of minimum lease payments 505,954 220,461 Less current portion of lease obligations (189,875 ) (220,461 ) Lease obligations, net of current portion $ 316,079 $ - |
Fair Value, Derivative Financia
Fair Value, Derivative Financial Instruments and Deemed Dividends | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Derivative Financial Instruments And Deemed Dividends | |
Fair Value, Derivative Financial Instruments and Deemed Dividends | Note 9 – Fair Value, Derivative Financial Instruments and Deemed Dividends Fair Value Measurements The estimated fair value of financial instruments was determined by the Company using available market information and valuation methodologies considered to be appropriate. The fair value measurements accounting guidance is more fully discussed in Note 1. At March 31, 2023 and December 31, 2022, the carrying value of the Company’s accounts receivable, note receivable / receivable from related party, accounts payable and accrued expenses approximated their fair values due to their short-term nature. The following table sets forth the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2023 (unaudited) and December 31, 2022: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total As of March 31, 2023: 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, 2022: Asset - InnovaQor Series B-1 Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Liability - Embedded conversion option of debenture - - 455,336 455,336 InnovaQor Series B-1 Preferred Stock During 2021, the Company sold several subsidiaries to InnovaQor. As consideration for the sale, the Company received 14,950 100 14,850 0.84 250.0 5 35 In reviewing the fair value of the InnovaQor Series B-1 Preferred Stock, the Company believes that the value recorded at March 31, 2023 and December 31, 2022 of $ 9.0 Embedded Conversion Option The Company utilized the following method to value its derivative liability as of March 31, 2023 and December 31, 2022 for an embedded conversion option related to an outstanding convertible debenture valued at $ 455,336 85 no no Deemed Dividends During the three months ended March 31, 2023, there were no triggers of down round provision of outstanding warrants and, therefore, no associated deemed dividends were recorded in the period. During the three months ended March 31, 2022, the conversions of preferred stock triggered a reduction in the exercise prices of warrants containing down round provisions. In accordance with U.S. GAAP, the incremental fair value of the warrants, as a result of the decreases in the exercise prices, was measured using Black Scholes. The following assumptions were utilized in the Black Scholes valuation models for the three months ended March 31, 2022: risk free rates ranging from 0 2.55 1.94 1,564 0.01 2.45 135.7 In addition, deemed dividends of $ 0.2 1,100 |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 10 – Stockholders’ Deficit Authorized Capital The Company has 250,000,000,000 0.0001 5,000,000 0.01 Preferred Stock As of March 31, 2023, the Company had outstanding shares of preferred stock consisting of 10 250,000 20,810.35 2,864.31 8,644.59 10,194.87 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 2.8 0.00009 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 year ended December 31, 2021, Mr. Diamantis converted a total of 610.65 0.6 45 570 0.6 9,500 4,750 70.00 three 3.7 0.00009 20,810.35 208.1 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 three months ended March 31, 2023 and 2022, the holders converted 36 shares and 593.33 shares, respectively, of their Series N Preferred Stock with a stated value of $ 36,000 and $ 0.6 million, respectively, into 400.0 million and 12.9 million shares, respectively, of the Company’s common stock. On March 31, 2023, 2,864.31 shares of Series N Preferred Stock remained outstanding and were convertible into 31.8 billion shares of the Company’s common stock. Series O Preferred Stock On May 10, 2021, the Company closed an offering of shares of its newly-authorized Series O Preferred Stock. The offering was pursuant to the terms of the securities purchase agreement dated as of May 10, 2021. 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 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 During the three months ended March 31, 2023, the holders converted 40.5 shares of their Series O Preferred Stock with a stated value of $ 40,500 into 450.0 million shares of the Company’s common stock. No shares of Series O Preferred Stock were converted during the three months ended March 31, 2022. On March 31, 2023, 8,644.59 shares of Series O Preferred Stock remained outstanding and were convertible into 96.1 billion shares of the Company’s common stock. Series P Preferred Stock On November 7, 2021, the Company entered into Exchange and Amendment Agreements (the “November 2021 Exchange Agreements”) with certain institutional investors in the Company wherein the investors agreed to reduce their holdings of $ 1.1 4.5 1.5 8,544.87 1,000 On March 11, 2022, under the terms of a securities purchase agreement dated January 31, 2022, the Company issued to the institutional investors an additional 1,100 1.0 550 0.5 0.2 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 March 31, 2023, 10,194.87 113.3 Common Stock The Company had 29.9 29.1 400 36 450 40.5 12.9 593.33 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 Split, which are more fully discussed in Note 1. 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 in Note 10 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 outstanding rights to acquire potentially dilutive common shares. Stock Options The Company maintained and sponsored the Tegal Corporation 2007 Incentive Award Equity Plan (the “2007 Equity Plan”). Tegal Corporation is the prior name of the Company. The 2007 Equity Plan, as amended, provided for the issuance of stock options and other equity awards to the Company’s officers, directors, employees and consultants. The 2007 Equity Plan terminated pursuant to its terms in September 2017. As of March 31, 2023 and December 31, 2022, the Company had 26 2.9 3.12 0 Warrants The following summarizes the information related to warrant activity during the three months ended March 31, 2023: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2022 511,333,351,090 $ 0.00009 Issuance of warrants - - Expiration of warrants (1 ) (794,998.13 ) Balance at March 31, 2023 511,333,351,089 $ 0.00009 The Company, as part of various financing transactions, has issued warrants to purchase shares of the Company’s common stock exercisable into a total of 511.3 Included in the warrants outstanding at March 31, 2023 were the March 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. On March 31, 2023, the March 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 as 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 down round provisions of the outstanding warrants, 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 and 3 for a discussion of the dilutive effect on the Company’s common stock as a result of the outstanding warrants. Deemed Dividends During the three months ended March 31, 2022, reductions in the exercise prices of the warrants have given rise to deemed dividends. See Note 9 for the assumptions used in the calculations of deemed dividends. Deemed dividends are also discussed under the heading “Preferred Stock” above and in Notes 1 and 3. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
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 Three Months Ended March 31, 2023 2022 (unaudited) (unaudited) Cash paid for interest $ 111,768 $ 762,250 Cash paid for income taxes $ - $ - Non-cash investing and financing activities: Stated value of Series N Preferred Stock converted into common stock $ 36,000 $ 593,330 Stated value of Series O Preferred Stock converted into common stock 40,500 - Deemed dividends from issuances of Series P Preferred Stock - 222,222 Deemed dividends from triggers of down round provisions of warrants - 135,702,523 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 at its facilities. The Company does have significant receivable balances with government and other payers. Generally, the Company does not require collateral or other security to support accounts 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, 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. 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 On December 7, 2016, the holders of the Tegal Notes filed suit against the Company seeking payment for the amounts due under the notes in the aggregate principal balance of $ 341,612 384,384 50,055 In February 2020, Anthony O’Killough sued the Company and Mr. Diamantis, as guarantor, in New York State Supreme Court for the County of New York, for approximately $ 2.0 2.2 450,000 750,000 300,000 350,000 1.1 580,000 0.6 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 November 2019, Newstat, PLLC obtained a judgment against Big South Fork Medical Center in Knox County, Tennessee in the amount of $ 190,600 210,000 52,500 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 A sealed qui tam 253,000 164,000 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 13 – Discontinued Operations 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 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 was 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 of EPIC and the other non-operating subsidiaries included as part of discontinued operations in the condensed consolidated balance sheets as of March 31, 2023 (unaudited) and December 31, 2022 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement March 31, 2023 December 31, 2022 Accounts payable $ 1,115,066 $ 1,115,066 Accrued expenses 341,046 341,046 Current liabilities of discontinued operations $ 1,456,112 $ 1,456,112 The loss from discontinued operations in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2022 consisted of $ 1,434 of general and administrative expenses. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
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 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. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 and a rural health clinic in Kentucky. The Company’s operations consist of only one segment. Scott County Community Hospital (d/b/a 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 4.3 1.0 Jamestown Regional Medical Center On June 1, 2018, we 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. CarePlus Clinic On March 5, 2019, we acquired certain assets related to an outpatient clinic located in Williamsburg, Kentucky. The clinic and its associated assets, which were acquired from CarePlus Rural Health Clinic, LLC, offers compassionate care in a modern, patient-friendly facility. The CarePlus Clinic is located 32 miles northwest of our Big South Fork Medical Center. |
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, 2022. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of March 31, 2023, and the results of its operations and changes in stockholders’ deficit for the three months ended March 31, 2023 and 2022 and its cash flows for the three months ended March 31, 2023 and 2022. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2023 may not be indicative of results for the year ending December 31, 2023. |
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 Income (Loss) | Comprehensive Income (Loss) During the three months ended March 31, 2023 and 2022, comprehensive income (loss) was equal to the net income (loss) 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 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, 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. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standard Codification (“ASC”), “ 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). During the fourth quarter of 2022, the Company’s Big South Fork Medical Center received a communication that its final Medicare cost report for the six months ending December 31, 2021 was accepted and that it reflected a retroactive adjustment of $ 1.6 1.6 0.4 0.5 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 March 31, 2023 and 2022, estimated contractual allowances of $ 11.1 8.1 0.9 1.4 12.0 9.5 4.9 1.1 |
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”) 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 Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) |
Fair Value Measurements | Fair Value Measurements In accordance with ASC 820, “ Fair Value Measurements and Disclosures ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). ● Level 3 applies to assets or liabilities for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including our own assumptions. On March 31, 2023 and December 31, 2022, we applied the Level 3 fair value hierarchy in determining the fair value of InnovaQor, Inc.’s Series B-1 Non-Voting Convertible Preferred Stock (the “InnovaQor Series B-1 Preferred Stock”), which is reflected on our condensed consolidated balance sheets as an investment. Also, on March 31, 2023 and December 31, 2022, 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. Our determination of fair value is 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 and diluted 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) 0.052 There were no 135.7 In addition, we recorded deemed dividends of approximately $ 0.2 |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. When projected future taxable income is insufficient to provide for the realization of deferred tax assets, the Company recognizes a valuation allowance. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2023 and December 31, 2022. |
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 earnings (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 earnings (loss) per share for the three months ended March 31, 2023 and 2022. |
Reverse Stock Split | Reverse Stock Split On March 15, 2022, the Company effected a 1-for-10,000 10,000 |
Amendment to Certificate of Incorporation | Amendment to Certificate of Incorporation 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. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share (unaudited) during the three months ended March 31, 2023 and 2022: Schedule of Earnings Per Share 2023 2022 Three Months Ended March 31, 2023 2022 Numerator Net income (loss) from continuing operations $ 805,560 $ (2,266,132 ) Deemed dividends - (135,924,745 ) Net income (loss) available to common stockholders, continuing operations 805,560 (138,190,877 ) Net loss from discontinued operations - (1,434 ) Net income (loss) available to common stockholders $ 805,560 $ (138,192,311 ) Denominator Weighted average number of shares of common stock outstanding during the period – basic 29,754,877,813 4,812,754 Warrants 27,733,334,296 - Preferred stock 452,324,855,556 - Weighted average number of shares of common stock and common stock equivalents outstanding during the period - diluted 509,813,067,665 4,812,754 Net income (loss) per share of common stock available to common stockholders – basic and diluted: Continuing operations $ 0.00 $ (28.71 ) Discontinued operations - (0.00 ) Total $ 0.00 $ (28.71 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | Diluted income (loss) per share excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2023 and 2022, the following potential common stock equivalents were excluded from the calculation of diluted income (loss) per share as their effect was anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 Three Months Ended March 31, 2023 2022 Common stock warrants 483,600,016,793 5,002,174,096 Convertible preferred stock - 3,093,872,894 Convertible debentures 28,777,833,333 388,960,870 Stock options 26 26 Anti-dilutive shares 512,377,850,152 8,485,007,886 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at March 31, 2023 (unaudited) and December 31, 2022 consisted of the following: Schedule of Accounts Receivable 2023 2022 March 31, December 31, 2023 2022 Accounts receivable $ 12,873,266 $ 13,046,646 Less: Allowance for contractual obligations (8,874,259 ) (8,529,904 ) Allowance for doubtful accounts (1,150,091 ) (1,405,773 ) Accounts receivable, net $ 2,848,916 $ 3,110,969 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at March 31, 2023 (unaudited) and December 31, 2022 consisted of the following: Schedule of Accrued Expenses March 31, December 31, 2023 2022 Accrued payroll and related liabilities $ 8,496,774 $ 8,533,710 HHS Provider Relief Funds 552,099 552,099 Accrued interest 6,176,589 5,736,096 Accrued legal expenses and settlements 534,550 534,550 Medicare overpayment reserve 1,976,423 2,101,837 Other accrued expenses 2,277,972 2,105,516 Accrued expenses $ 20,014,407 $ 19,563,808 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At March 31, 2023 (unaudited) and December 31, 2022, debt consisted of the following: Schedule of Debt March 31, 2023 December 31, 2022 Notes payable- third parties $ 1,780,010 $ 2,917,390 Loan payable – related party 3,003,000 2,995,000 Debentures 8,322,240 8,622,240 Total debt 13,105,250 14,534,630 Less current portion of debt (13,105,250 ) (14,534,630 ) Total debt, net of current portion $ - $ - |
Schedule of Notes Payable Third Parties | At March 31, 2023 (unaudited) and December 31, 2022, notes payable with third parties consisted of the following: Notes Payable – Third Parties Schedule of Notes Payable Third Parties March 31, 2023 December 31, 2022 $ 291,557 $ 291,557 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 0.4 - 1,137,380 Notes payable to Western Healthcare, LLC dated August 10, 2021, in the aggregate principal amount of $ 2.4 18 0.2 1,488,453 1,488,453 Note payable 1,780,010 2,917,390 Less current portion (1,780,010 ) (2,917,390 ) Notes payable - third parties, net of current portion $ - $ - |
Schedule of Loan Payable Related Parties | At March 31, 2023 (unaudited) and December 31, 2022, loan payable - related party consisted of the following: Schedule of Loan Payable Related Parties March 31, 2023 December 31, 2022 Loan payable to Christopher Diamantis $ 3,003,000 $ 2,995,000 Less current portion of loan payable, related party (3,003,000 ) (2,995,000 ) Total loan payable, related party, net of current portion $ - $ - |
Schedule of Debentures | The carrying amount of all outstanding debentures with institutional investors as of March 31, 2023 (unaudited) and December 31, 2022 was as follows: Schedule of Debentures March 31, 2023 December 31, 2022 March 2017 Debenture $ 2,580,240 $ 2,580,240 2018 Debentures 5,642,000 5,642,000 October 2022 Debentures 100,000 400,000 Debentures, Gross 8,322,240 8,622,240 Less current portion (8,322,240 ) (8,622,240 ) Debentures, net of current portion $ - $ - |
Finance and Operating Lease O_2
Finance and Operating Lease Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Finance And Operating Lease Obligations | |
Schedule of Lease-related Assets and Liabilities | The following table presents our lease-related assets and liabilities at March 31, 2023 (unaudited) and December 31, 2022: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification March 31, 2023 December 31, 2022 Assets: Operating leases Right-of-use operating lease assets $ 505,954 $ 574,256 Finance lease Property and equipment, net - - Total lease assets $ 505,954 $ 574,256 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 189,875 $ 215,063 Finance lease Finance lease obligation 220,461 220,461 Long-term Right-of-use operating lease obligations 316,079 359,193 Total lease liabilities $ 726,415 $ 794,717 Weighted-average remaining term: Operating leases 2.45 2.59 Finance lease (1) 0 0 Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance lease 4.9 % 4.9 % |
Schedule of Lease Expense | The following table presents certain information related to lease expense for finance and operating leases for the three months ended March 31, 2023 and 2022 (unaudited): Schedule of Lease Expense Three Months March 31, 2023 Three Months March 31, 2022 Finance lease expense: Depreciation/amortization of leased assets $ - $ - Interest on lease liabilities - - Operating leases: Short-term lease expense (2) 92,569 49,182 Total lease expense $ 92,569 $ 49,182 |
Schedule of Lease Supplemental Cash Flow Information | The following table presents supplemental cash flow information for the three months ended March 31, 2023 and 2022 (unaudited): Schedule of Lease Supplemental Cash Flow Information Three Months March 31, 2023 Three Months March 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 82,892 $ 56,208 Operating cash flows for finance lease $ - $ - Financing cash flows for finance lease payments $ - $ - (1) As of March 31, 2023 and December 31, 2022, the Company was in default under its finance lease obligation, therefore, the aggregate future minimum lease payments and accrued interest under this finance lease in the amount of $ 0.2 (2) Expenses are included in general and administrative expenses in the condensed consolidated statements of operations. |
Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases | Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows: Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases Right-of-Use Operating Leases Finance Lease Twelve months ending March 31: 2024 $ 243,270 $ 224,252 2025 221,088 - 2026 130,547 - 2027 - - 2028 - - Thereafter - - Total 594,905 224,252 Less interest (88,951 ) (3,791 ) Present value of minimum lease payments 505,954 220,461 Less current portion of lease obligations (189,875 ) (220,461 ) Lease obligations, net of current portion $ 316,079 $ - |
Fair Value, Derivative Financ_2
Fair Value, Derivative Financial Instruments and Deemed Dividends (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Derivative Financial Instruments And Deemed Dividends | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table sets forth the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2023 (unaudited) and December 31, 2022: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total As of March 31, 2023: 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, 2022: 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) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The following summarizes the information related to warrant activity during the three months ended March 31, 2023: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2022 511,333,351,090 $ 0.00009 Issuance of warrants - - Expiration of warrants (1 ) (794,998.13 ) Balance at March 31, 2023 511,333,351,089 $ 0.00009 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Schedule of Supplemental Cash Flow Information Three Months Ended March 31, 2023 2022 (unaudited) (unaudited) Cash paid for interest $ 111,768 $ 762,250 Cash paid for income taxes $ - $ - Non-cash investing and financing activities: Stated value of Series N Preferred Stock converted into common stock $ 36,000 $ 593,330 Stated value of Series O Preferred Stock converted into common stock 40,500 - Deemed dividends from issuances of Series P Preferred Stock - 222,222 Deemed dividends from triggers of down round provisions of warrants - 135,702,523 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operation of Balance Sheet and Operation Statement | Carrying amounts of major classes of liabilities of EPIC and the other non-operating subsidiaries included as part of discontinued operations in the condensed consolidated balance sheets as of March 31, 2023 (unaudited) and December 31, 2022 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement March 31, 2023 December 31, 2022 Accounts payable $ 1,115,066 $ 1,115,066 Accrued expenses 341,046 341,046 Current liabilities of discontinued operations $ 1,456,112 $ 1,456,112 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | |||||||
Mar. 15, 2022 shares | Jun. 01, 2018 USD ($) ft² | Jan. 13, 2017 USD ($) ft² | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 13, 2017 a | |
Property, Plant and Equipment [Line Items] | ||||||||
Liability | $ 48,861,812 | $ 49,667,350 | ||||||
Estimated contractual allowance | 11,100,000 | $ 8,100,000 | ||||||
Estimated implicit price concession | 900,000 | 1,400,000 | ||||||
Allowance for adjustment of revenue | 12,000,000 | 9,500,000 | ||||||
Net revenues | $ 4,900,000 | $ 1,100,000 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 0.052 | $ 0.052 | ||||||
Warrant modification trigger, value | $ 0 | $ 135,700,000 | ||||||
Deemed dividend | ||||||||
Reverse Stock Split | 1-for-10,000 | |||||||
Reverse stock splits, shares | shares | 10,000 | |||||||
Series P Convertible Preferred Stock [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Deemed dividend | 200,000 | |||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Retroactive adjustment | $ 1,600,000 | |||||||
Liability | 1,600,000 | 1,600,000 | ||||||
Recoupments liability net | $ 400,000 | $ 500,000 | ||||||
Jamestown Regional Medical Center [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments to acquire land | $ 700,000 | |||||||
Land [Member] | Jamestown Regional Medical Center [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Square feet | ft² | 90,000 | |||||||
Asset Purchase Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Purchase price | $ 1,000,000 | |||||||
Asset Purchase Agreement [Member] | Building [Member] | Scott County Community Hospital [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Square feet | ft² | 52,000 | |||||||
Asset Purchase Agreement [Member] | Building Improvements [Member] | Scott County Community Hospital [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Square feet | 6,300 | 4.3 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | |||||
Working capital deficit | $ 42,200,000 | ||||
Stockholders' deficit | 28,289,028 | $ 28,569,099 | $ 29,094,588 | $ 27,301,524 | |
Net income (loss) | 805,560 | (2,267,566) | (3,300,000) | ||
Net income (loss) | (805,560) | 2,267,566 | 3,300,000 | ||
Revenue | 4,900,000 | $ 1,100,000 | |||
Accrued expenses | 6,176,589 | 5,736,096 | |||
Public Health and Social Services Emergency Fund [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Relief funds | 100,000,000,000 | ||||
HHS Provider Relief Funds [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Relief funds | 13,600,000 | ||||
Revenue | 13,000,000 | ||||
Revenue recognized | $ 600,000 | $ 4,400,000 | $ 8,000,000 | ||
Accrued expenses | 600,000 | ||||
Revenue recognized, liability | $ 13,000,000 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net income (loss) from continuing operations | $ 805,560 | $ (2,266,132) |
Deemed dividends | (135,924,745) | |
Net income (loss) available to common stockholders, continuing operations | 805,560 | (138,190,877) |
Net loss from discontinued operations | (1,434) | |
Net income (loss) available to common stockholders | $ 805,560 | $ (138,192,311) |
Weighted average number of shares of common stock outstanding during the period – basic | 29,754,877,813 | 4,812,754 |
Warrants | 27,733,334,296 | |
Preferred stock | 452,324,855,556 | |
Weighted average number of shares of common stock and common stock equivalents outstanding during the period - diluted | 509,813,067,665 | 4,812,754 |
Net income (loss) per share of common stock available to common stockholders – basic and diluted: | ||
Continuing operations | $ 0 | $ (28.71) |
Discontinued operations | 0 | |
Total | $ 0 | $ (28.71) |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 512,377,850,152 | 8,485,007,886 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 483,600,016,793 | 5,002,174,096 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 3,093,872,894 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 28,777,833,333 | 388,960,870 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 26 | 26 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details Narrative) - shares | 3 Months Ended | ||
May 09, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities potential | 512,377,850,152 | 8,485,007,886 | |
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 ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable | $ 12,873,266 | $ 13,046,646 |
Allowance for contractual obligations | (8,874,259) | (8,529,904) |
Allowance for doubtful accounts | (1,150,091) | (1,405,773) |
Accounts receivable, net | $ 2,848,916 | $ 3,110,969 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related liabilities | $ 8,496,774 | $ 8,533,710 |
HHS Provider Relief Funds | 552,099 | 552,099 |
Accrued interest | 6,176,589 | 5,736,096 |
Accrued legal expenses and settlements | 534,550 | 534,550 |
Medicare overpayment reserve | 1,976,423 | 2,101,837 |
Other accrued expenses | 2,277,972 | 2,105,516 |
Accrued expenses | $ 20,014,407 | $ 19,563,808 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Employee related liabilities current and non current | $ 3,100,000 | $ 3,000,000 | |
Accrued payroll taxes current and non current | 4,000,000 | 4,000,000 | |
Liability | 48,861,812 | 49,667,350 | |
Revision of Prior Period, Adjustment [Member] | |||
Retroactive adjustment | $ 1,600,000 | ||
Liability | 1,600,000 | 1,600,000 | |
Recoupments liability net | $ 400,000 | $ 500,000 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Loan payable – related party | $ 1,780,010 | $ 2,917,390 |
Debentures | 8,322,240 | 8,622,240 |
Total debt | 13,105,250 | 14,534,630 |
Less current portion of debt | (13,105,250) | (14,534,630) |
Total debt, net of current portion | ||
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Loan payable – related party | $ 3,003,000 | $ 2,995,000 |
Schedule of Notes Payable Third
Schedule of Notes Payable Third Parties (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Note payable | $ 1,780,010 | $ 2,917,390 |
Less current portion | (1,780,010) | (2,917,390) |
Notes payable - third parties, net of current portion | ||
Notes Payable Third Parties One [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | 291,557 | 291,557 |
Notes Payable Third Parties Two [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | 1,137,380 | |
Notes Payable Third Parties Three [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | $ 1,488,453 | $ 1,488,453 |
Schedule of Notes Payable Thi_2
Schedule of Notes Payable Third Parties (Details) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Original principal amount | $ 3,003,000 | $ 2,995,000 |
Notes Payable Third Parties One [Member] | ||
Short-Term Debt [Line Items] | ||
Original principal amount | 500,000 | |
Notes Payable Third Parties Two [Member] | ||
Short-Term Debt [Line Items] | ||
Original principal amount | 1,900,000 | |
Debt discount | 400,000 | |
Notes Payable Third Parties Three [Member] | ||
Short-Term Debt [Line Items] | ||
Original principal amount | $ 2,400,000 | |
Debt instruments interest rate | 18% | |
Debt instrument periodic payment | $ 200,000 |
Schedule of Loan Payable Relate
Schedule of Loan Payable Related Parties (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Loan payable to Christopher Diamantis | $ 1,780,010 | $ 2,917,390 |
Less current portion of loan payable, related party | (1,780,010) | (2,917,390) |
Total loan payable, related party, net of current portion | ||
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Loan payable to Christopher Diamantis | 3,003,000 | 2,995,000 |
Less current portion of loan payable, related party | (3,003,000) | (2,995,000) |
Total loan payable, related party, net of current portion |
Schedule of Debentures (Details
Schedule of Debentures (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Debentures, Gross | $ 13,105,250 | $ 14,534,630 |
Less current portion | (13,105,250) | (14,534,630) |
Debentures, net of current portion | ||
March 2017 Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Debentures, Gross | 2,600,000 | 2,600,000 |
Institutional Investors [Member] | ||
Short-Term Debt [Line Items] | ||
Debentures, Gross | 8,322,240 | 8,622,240 |
Less current portion | (8,322,240) | (8,622,240) |
Debentures, net of current portion | ||
Institutional Investors [Member] | March 2017 Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Debentures, Gross | 2,580,240 | 2,580,240 |
Institutional Investors [Member] | 2018 Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Debentures, Gross | 5,642,000 | 5,642,000 |
Institutional Investors [Member] | October 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Debentures, Gross | $ 100,000 | $ 400,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 31, 2023 | Dec. 15, 2022 | Oct. 12, 2022 | Jul. 18, 2022 | Jan. 18, 2022 | Aug. 10, 2021 | Sep. 27, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | May 12, 2023 | May 31, 2020 | Feb. 29, 2020 | Dec. 31, 2018 | Apr. 23, 2018 | Dec. 07, 2016 | |
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | |||||||||||||||||
Repayments of debt | 300,000 | ||||||||||||||||
Repayments of Related Party Debt | 572,000 | ||||||||||||||||
Notes Payable | 1,780,010 | 1,780,010 | 2,917,390 | ||||||||||||||
Loans Payable | 3,003,000 | 3,003,000 | 2,995,000 | ||||||||||||||
Outstanding debentures | 13,105,250 | 13,105,250 | 14,534,630 | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | |||||||||||||||||
Subsequent Event [Member] | Western Healthcare LLC [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Reduction of aggregate principal amount of notes | $ 400,000 | ||||||||||||||||
Aggregate principal amount of notes exchange for cash payments | $ 200,000 | ||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Gain on legal settlement | 600,000 | ||||||||||||||||
Settlement Agreement [Member] | Western Health Care [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt face amount | $ 2,400,000 | ||||||||||||||||
Repayments of debt | $ 200,000 | ||||||||||||||||
Interest rate | 18% | ||||||||||||||||
Related Party [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | |||||||||||||||||
Notes Payable | $ 3,003,000 | 3,003,000 | 2,995,000 | ||||||||||||||
Anthony O Killough [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt face amount | $ 1,900,000 | ||||||||||||||||
Repayments of debt | $ 300,000 | 1,100,000 | |||||||||||||||
Proceeds from Issuance of Debt | 1,500,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 300,000 | ||||||||||||||||
Debt Issuance Costs, Net | 100,000 | ||||||||||||||||
Repayments of Related Party Debt | 350,000 | ||||||||||||||||
Anthony O Killough [Member] | Related Party [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes Payable | 300,000 | ||||||||||||||||
Anthony O Killough [Member] | First Principal Payment [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,000,000 | ||||||||||||||||
Anthony O Killough [Member] | Remaining Principal Payment [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 900,000 | ||||||||||||||||
Mr. Christopher Diamantis [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Repayments of debt | $ 750,000 | ||||||||||||||||
Proceeds from Issuance of Debt | 580,000 | ||||||||||||||||
Non-payment of promissory note | $ 2,200,000 | ||||||||||||||||
Repayments of Related Party Debt | $ 572,000 | 0 | $ 450,000 | ||||||||||||||
Notes Payable | $ 450,000 | ||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||
Loans Payable | $ 580,000 | $ 580,000 | 750,000 | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | 100,000 | 100,000 | |||||||||||||||
Payment of accrued interest | 100,000 | 0 | |||||||||||||||
Interest remained | $ 0 | 0 | |||||||||||||||
Mr. Christopher Diamantis [Member] | Related Party [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes Payable | $ 750,000 | ||||||||||||||||
Mr Diamantis and Mr O' Killough [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Non-payment of promissory note | $ 2,200,000 | ||||||||||||||||
Tegal Notes [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt face amount | $ 341,612 | ||||||||||||||||
Notes payable | $ 384,384 | ||||||||||||||||
Repayments of debt | $ 50,055 | ||||||||||||||||
March 2017 Debentures [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Interest rate | 18% | 18% | |||||||||||||||
Payment of accrued interest | $ 1,900,000 | ||||||||||||||||
Outstanding debentures | $ 2,600,000 | $ 2,600,000 | $ 2,600,000 | ||||||||||||||
Late payment penalty percentage | 30% | 30% | |||||||||||||||
Late payment fee amount | $ 600,000 | $ 600,000 | |||||||||||||||
Interest expense | $ 100,000 | 100,000 | |||||||||||||||
Debt conversion per share | $ 0.00009 | $ 0.00009 | |||||||||||||||
Debt conversion converted instrument shares issued | 28,700,000,000 | ||||||||||||||||
Deemed dividends | $ 0 | 135,700,000 | |||||||||||||||
2018 Debentures [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt face amount | $ 14,500,000 | ||||||||||||||||
Interest rate | 18% | 18% | |||||||||||||||
Payment of accrued interest | $ 3,600,000 | ||||||||||||||||
Late payment penalty percentage | 30% | 30% | 30% | ||||||||||||||
Late payment fee amount | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||||||||||||||
Interest expense | $ 300,000 | $ 300,000 | |||||||||||||||
Debt conversion per share | $ 0.052 | $ 0.052 | |||||||||||||||
Debt conversion converted instrument shares issued | 108,500,000 | 108,500,000 | |||||||||||||||
Debt conversion converted instrument amount | $ 5,600,000 | $ 5,600,000 | |||||||||||||||
October 2022 [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from Issuance of Debt | $ 500,000 | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 550,000 | ||||||||||||||||
Amortization of Debt Discount (Premium) | $ 50,000 | ||||||||||||||||
Payments for Rent | $ 150,000 | ||||||||||||||||
October 2022 [Member] | Monthly Payment Four [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Payments for Rent | $ 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jul. 02, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Note receivable from related party | $ 2,848,916 | $ 3,110,969 | ||
Repayment of related party | 572,000 | |||
Alcimede Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party bill | 100,000 | 100,000 | ||
InnovaQor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party bill | 100,000 | $ 54,000 | ||
Outstanding receivable | $ 803,416 | |||
Repayment of related party | $ 883,757 | |||
Capital reserve interest percentage | 10% | |||
Debt instrument pecentage | 18% | |||
Original issue discount as interest income | $ 200,000 | |||
Working capital | 300,000 | |||
Rent and utilities | 9,700 | |||
InnovaQor [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Capital reserve interest percentage | 10% | |||
Debt instrument face amount | $ 1,457,253 | |||
Inclusive original issue discounts on debt | $ 132,478 | |||
InnovaQor [Member] | New Capital Secured [Member] | ||||
Related Party Transaction [Line Items] | ||||
Capital reserve interest percentage | 25% | |||
InnovaQor [Member] | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Note receivable from related party | $ 1,800,000 | $ 1,500,000 | ||
InnovaQor [Member] | Related Party [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from related party | 883,757 | |||
InnovaQor [Member] | Related Party [Member] | New Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from related party | $ 441,018 |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Finance And Operating Lease Obligations | |||
Operating leases, Right-of-use operating lease obligations | $ 505,954 | $ 574,256 | |
Finance leases, Property and equipment, net | |||
Total lease assets | 505,954 | 574,256 | |
Operating leases Right-of-use operating lease obligations | 189,875 | 215,063 | |
Finance leases Current liabilities | 220,461 | 220,461 | |
Operating leases Right-of-use operating lease obligations | 316,079 | 359,193 | |
Total lease liabilities | $ 726,415 | $ 794,717 | |
Weighted-average remaining term: Operating leases | 2 years 5 months 12 days | 2 years 7 months 2 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 March 31, 2023 and December 31, 2022, the Company was in default under its finance lease obligation, therefore, the aggregate future minimum lease payments and accrued interest under this finance lease in the amount of $ 0.2 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Finance And Operating Lease Obligations | |||
Depreciation/amortization of leased assets | |||
Interest on lease liabilities | |||
Short-term lease expense (2) | [1] | 92,569 | 49,182 |
Total lease expense | $ 92,569 | $ 49,182 | |
[1]Expenses are included in general and administrative expenses in the condensed consolidated statements of operations. |
Schedule of Lease Supplemental
Schedule of Lease Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finance And Operating Lease Obligations | ||
Operating cash flows for operating leases | $ 82,892 | $ 56,208 |
Operating cash flows for finance lease | ||
Financing cash flows for finance lease payments |
Schedule of Lease-related Ass_2
Schedule of Lease-related Assets and Liabilities (Details) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Finance And Operating Lease Obligations | ||
Future minimum lease payments including accrued interest | $ 0.2 | $ 0.2 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Rolling Maturity [Abstract] | ||
2024 | $ 243,270 | |
2025 | 221,088 | |
2026 | 130,547 | |
2027 | ||
2028 | ||
Thereafter | ||
Total | 594,905 | |
Less interest | (88,951) | |
Present value of minimum lease payments | 505,954 | |
Less current portion of lease obligations | (189,875) | $ (215,063) |
Lease obligations, net of current portion | 316,079 | 359,193 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 | 224,252 | |
2025 | ||
2026 | ||
2027 | ||
2028 | ||
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 ($) | Mar. 31, 2023 | Dec. 31, 2022 |
InnovaQor Series B-1 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-1 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-1 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-1 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 |
Fair Value, Derivative Financ_3
Fair Value, Derivative Financial Instruments and Deemed Dividends (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Apr. 02, 2022 shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 shares | |
Market price, percentage | 85% | ||||
Change in value of embedded conversion option | $ 0 | $ 0 | |||
Provisions for deemed dividends | 0 | $ 135,700,000 | |||
Embedded Conversion Options [Member] | |||||
Derivative Liability | $ 455,336 | $ 455,336 | |||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||
Volatility ranging | 0 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||
Volatility ranging | 2.55 | ||||
Measurement Input, Expected Term [Member] | Minimum [Member] | |||||
Expected term | 3 days | ||||
Measurement Input, Expected Term [Member] | Maximum [Member] | |||||
Expected term | 2 years 5 months 12 days | ||||
Measurement Input, Option Volatility [Member] | Minimum [Member] | |||||
Volatility ranging | 1.94 | ||||
Measurement Input, Option Volatility [Member] | Maximum [Member] | |||||
Volatility ranging | 1,564 | ||||
InnovaQor Series B-1 Preferred Stock [Member] | |||||
Issuances of Series P Preferred Stock, shares | shares | 14,850 | 14,850 | 14,950 | ||
Number of preferred stock used to settle an outstanding liability | shares | 100 | ||||
Derivative assets | $ 9,000,000 | $ 9,000,000 | |||
InnovaQor Series B-1 Preferred Stock [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Stock measurement input | 0.84 | ||||
InnovaQor Series B-1 Preferred Stock [Member] | Measurement Input, Price Volatility [Member] | |||||
Stock measurement input | 250 | ||||
InnovaQor Series B-1 Preferred Stock [Member] | Measurement Input, Expected Term [Member] | |||||
Exit period | 5 years | ||||
InnovaQor Series B-1 Preferred Stock [Member] | Measurement Input, Discount Rate [Member] | |||||
Stock measurement input | 35 | ||||
Series P Preferred Stock [Member] | |||||
Issuances of Series P Preferred Stock, shares | shares | 550 | 1,100 | |||
Deemed dividends | $ 200,000 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares of Common Stock Issuable for Warrants, Beginning Balance | shares | 511,333,351,090 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 0.00009 |
Number of Shares of Common Stock Issuable for Warrants, issuance of warrants | shares | |
Weighted average exercise price issuance of warrants | $ / shares | |
Number of Shares of Common Stock Issuable for Warrants, expiration of warrants | shares | (1) |
Weighted average exercise price expiration of warrants | $ / shares | $ (794,998.13) |
Number of Shares of Common Stock Issuable for Warrants, Ending Balance | shares | 511,333,351,089 |
Weighted average exercise price, Ending Balance | $ / shares | $ 0.00009 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Apr. 02, 2022 | Mar. 11, 2022 | Aug. 27, 2021 | Jun. 30, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 07, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Nov. 07, 2021 | Aug. 31, 2020 | |
Class of Stock [Line Items] | ||||||||||||
Common stock shares authorized | 250,000,000,000 | 250,000,000,000 | ||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock shares authorized | 5,000,000 | |||||||||||
Preferred stock, stated value | $ 0.01 | |||||||||||
Conversion price discount percentage | 90% | |||||||||||
Gain loss on extinguishment of debt | $ 334,819 | |||||||||||
Preferred stock voting percentage | 51% | |||||||||||
Long-Term Debt | $ 13,105,250 | $ 14,534,630 | ||||||||||
Common stock shares outstanding | 29,934,322,257 | 29,084,322,257 | ||||||||||
March 2017 Debentures [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price per share | $ 0.00009 | |||||||||||
Warrant term | 5 years | |||||||||||
Number of warrants exercisable | 190,000,000,000 | |||||||||||
Warrant maturity date | Mar. 21, 2024 | |||||||||||
2007 Equity Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock options outstanding | 26 | 26 | ||||||||||
Stock options outstanding weighted average exercise price | $ 2,900,000 | $ 2,900,000 | ||||||||||
Weighted average period | 3 years 1 month 13 days | |||||||||||
Intrinsic value of options exercisable | $ 0 | $ 0 | ||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Conversion of convertible securities, common shares | 400,000,000 | 12,932,500 | ||||||||||
Number of preferred shares converted | 40.5 | |||||||||||
Number of preferred shares converted | 31,800,000,000 | |||||||||||
Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock exercisable | 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 | |||||||||||
Mr. Diamantis [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Conversion of convertible securities, common shares | 45 | |||||||||||
Institutional Investors [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Long-Term Debt | $ 8,322,240 | $ 8,622,240 | ||||||||||
Series H Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares outstanding | 10 | |||||||||||
Series L Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares outstanding | 250,000 | |||||||||||
Series M Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 30,000 | 30,000 | ||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock shares outstanding | 20,810.35 | 20,810 | ||||||||||
Preferred stock, shares issued | 20,810 | 20,810 | ||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | ||||||||||
Conversion price discount percentage | 90% | |||||||||||
Dividend rate | 10% | |||||||||||
Number of preferred shares converted | 208,100,000,000 | |||||||||||
Series M Preferred Stock [Member] | Mr. Diamantis [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, stated value | $ 0.01 | |||||||||||
Preferred stock par value | $ 1,000 | |||||||||||
Gain loss on extinguishment of debt | $ 18,800,000 | |||||||||||
Stock repurchased during period, shares | 22,000 | |||||||||||
Conversion of convertible securities, common shares | 610.65 | |||||||||||
Conversion of convertible securities, par value | $ 600,000 | |||||||||||
Number of preferred shares converted | 20,810.35 | 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 | |||||||||||
Number of warrants exercisable into common stock | 4,750 | 3,700,000,000 | ||||||||||
Exercise price per share | $ 70 | $ 0.00009 | ||||||||||
Warrant term | 3 years | |||||||||||
Series N Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 50,000 | 50,000 | ||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock shares outstanding | 2,864.31 | 2,900 | ||||||||||
Preferred stock, shares issued | 2,864 | 2,900 | ||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | ||||||||||
Conversion price discount percentage | 90% | |||||||||||
Dividend rate | 10% | |||||||||||
Number of preferred shares converted | 2,864.31 | 593.33 | ||||||||||
Number of common shares converted | 400,000,000 | |||||||||||
Series N Preferred Stock [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of preferred shares converted | 36 | 12,900,000 | ||||||||||
Series N Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 5,000,000 | |||||||||||
Preferred stock, stated value | $ 1,000 | |||||||||||
Series N Preferred Stock [Member] | Holders [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | 400,000,000 | 12,900,000 | ||||||||||
Stock Issued During Period, Shares, Conversion of Units | 36 | 593.33 | ||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 36,000 | $ 600,000 | ||||||||||
Series O Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 10,000 | 10,000 | ||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock shares outstanding | 8,644.59 | 8,685 | ||||||||||
Preferred stock, shares issued | 8,645 | 8,685 | ||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | ||||||||||
Dividend rate | 10% | |||||||||||
Stock issued during period, shares, new issues | 9,900 | |||||||||||
Number of preferred shares converted | 8,644.59 | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | 450,000,000 | |||||||||||
Preferred Stock and received proceeds | $ 9,000,000 | |||||||||||
Series O Preferred Stock [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of preferred shares converted | 450,000,000 | |||||||||||
Number of preferred shares converted | 96,100,000,000 | |||||||||||
Series O Preferred Stock [Member] | Holders [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 40.5 | |||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 40,500 | |||||||||||
Series P Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 30,000 | 30,000 | ||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock shares outstanding | 10,194.87 | 10,195 | ||||||||||
Preferred stock, shares issued | 10,195 | 10,195 | ||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | ||||||||||
Conversion price discount percentage | 90% | |||||||||||
Dividend rate | 10% | |||||||||||
Stock issued during period, shares, new issues | 550 | 1,100 | ||||||||||
Number of preferred shares converted | 10,194.87 | |||||||||||
Number of preferred shares converted | 113,300,000,000 | |||||||||||
Preferred Stock and received proceeds | $ 500,000 | |||||||||||
Deemed dividends | $ 200,000 | |||||||||||
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 | |||||||||||
Preferred Stock and received proceeds | $ 1,000,000 | |||||||||||
Conversion price discount percentage | 10% | |||||||||||
Series H Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 14,202 | 14,202 | ||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock shares outstanding | 10 | 10 | ||||||||||
Preferred stock, shares issued | 10 | 10 | ||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | ||||||||||
Conversion price discount percentage | 85% | |||||||||||
Series L Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 250,000 | 250,000 | ||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock shares outstanding | 250,000 | 250,000 | ||||||||||
Preferred stock, shares issued | 250,000 | 250,000 | ||||||||||
Preferred stock par value | $ 1 | $ 1 | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,800,000,000 | |||||||||||
Conversion price per share | $ 0.00009 | |||||||||||
Series L Preferred Stock [Member] | Alcimede LLC [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, stated value | $ 1 | |||||||||||
Series I-1 and Series I-2 Preferred Stock [Member] | Exchange and Redemption Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares outstanding | 30,435.52 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 111,768 | $ 762,250 |
Cash paid for income taxes | ||
Stated value of Series N Preferred Stock converted into common stock | 36,000 | 593,330 |
Stated value of Series O Preferred Stock converted into common stock | 40,500 | |
Deemed dividends from issuances of Series P Preferred Stock | 222,222 | |
Deemed dividends from triggers of down round provisions of warrants | $ 135,702,523 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Jul. 18, 2022 | Jan. 18, 2022 | Sep. 15, 2021 | Aug. 15, 2021 | Sep. 27, 2019 | Apr. 23, 2018 | Jan. 17, 2018 | Jun. 30, 2021 | May 31, 2020 | Nov. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | Feb. 29, 2020 | Dec. 07, 2016 | Sep. 27, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Payment for notes payable | $ 563,174 | $ 933,418 | ||||||||||||||||
Note payable | 1,780,010 | $ 2,917,390 | ||||||||||||||||
Repayments of debt | 300,000 | |||||||||||||||||
Gain on legal settlement | 563,032 | $ 5,282 | ||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 3,201 | $ 32,922 | $ 109,739 | |||||||||||||||
Settlement Agreement [Member] | Monthly Payment Through March 1, 2023 [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 253,000 | |||||||||||||||||
Secured from hospital operating and other bank | $ 164,000 | |||||||||||||||||
CHSPCS [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Settlement amount | $ 592,650 | |||||||||||||||||
Newstat, PLLC [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Settlement amount | $ 190,600 | |||||||||||||||||
Settlement amount | 210,000 | |||||||||||||||||
Payments for rent | $ 52,500 | |||||||||||||||||
Holders of Tegal Notes [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Equipment lease outstanding balance | $ 341,612 | |||||||||||||||||
Settlement amount | $ 384,384 | |||||||||||||||||
Payment for notes payable | 50,055 | |||||||||||||||||
Mr. Christopher Diamantis [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Payment in settlement of judgment | $ 2,200,000 | |||||||||||||||||
Note payable | $ 450,000 | |||||||||||||||||
Repayments of debt | $ 750,000 | |||||||||||||||||
Proceeds from Issuance of Debt | 580,000 | |||||||||||||||||
Anthony O Killough [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Repayments of debt | $ 300,000 | 1,100,000 | ||||||||||||||||
Repayment of cash | $ 350,000 | |||||||||||||||||
Accrued interest | 1,100,000 | |||||||||||||||||
Proceeds from Issuance of Debt | $ 1,500,000 | |||||||||||||||||
Related Party [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Note payable | 3,003,000 | 2,995,000 | ||||||||||||||||
Related Party [Member] | Mr. Christopher Diamantis [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Note payable | $ 750,000 | |||||||||||||||||
Related Party [Member] | Mr. Christopher Diamantis [Member] | Promissory Note [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Due to related party | $ 2,000,000 | |||||||||||||||||
Related Party [Member] | Anthony O Killough [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Note payable | $ 300,000 | |||||||||||||||||
Florida Department of Revenue [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Income tax penalties and interest paid | $ 900,000 | |||||||||||||||||
Florida Department of Revenue [Member] | Related Party [Member] | ||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||
Due to related party | $ 400,000 |
Schedule of Discontinued Operat
Schedule of Discontinued Operation of Balance Sheet and Operation Statement (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts payable | $ 1,115,066 | $ 1,115,066 |
Accrued expenses | 341,046 | 341,046 |
Current liabilities of discontinued operations | $ 1,456,112 | $ 1,456,112 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operation, general and administrative expenses | $ 1,434 |