Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39785 | |
Entity Registrant Name | LIFEMD, INC. | |
Entity Central Index Key | 0000948320 | |
Entity Tax Identification Number | 76-0238453 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 236 Fifth Avenue | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | (866) | |
Local Phone Number | 351-5907 | |
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 | 31,449,735 | |
Common Stock, par value $.01 per share | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | LFMD | |
Security Exchange Name | NASDAQ | |
8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | ||
Title of 12(b) Security | 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | |
Trading Symbol | LFMDP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 5,836,823 | $ 41,328,039 |
Accounts receivable, net | 2,538,118 | 980,055 |
Product deposit | 108,051 | 203,556 |
Inventory, net | 3,676,131 | 1,616,600 |
Other current assets | 814,576 | 793,190 |
Total Current Assets | 12,973,699 | 44,921,440 |
Non-current Assets | ||
Equipment, net | 533,561 | 233,805 |
Right of use asset, net | 1,289,250 | 1,752,448 |
Capitalized software, net | 7,991,836 | 2,995,789 |
Goodwill | 5,654,665 | |
Intangible assets, net | 4,918,550 | 19,761 |
Total Non-current Assets | 20,387,862 | 5,001,803 |
Total Assets | 33,361,561 | 49,923,243 |
Current Liabilities | ||
Accounts payable | 10,797,544 | 9,059,214 |
Accrued expenses | 11,082,354 | 11,595,605 |
Notes payable, net | 63,400 | |
Current operating lease liabilities | 702,237 | 607,490 |
Deferred revenue | 2,353,152 | 1,499,880 |
Total Current Liabilities | 24,935,287 | 22,825,589 |
Long-term Liabilities | ||
Noncurrent operating lease liabilities | 705,702 | 1,178,544 |
Contingent consideration | 3,120,250 | 100,000 |
Purchase price payable | 1,517,381 | |
Total Liabilities | 30,278,620 | 24,104,133 |
Commitments and Contingencies (Note 9) | ||
Mezzanine Equity | ||
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized Series B Preferred Stock, $0.0001 par value; 5,000 shares authorized, 3,500 and 3,500 shares issued and outstanding, liquidation value approximately $1,272 and $1,175 per share as of September 30, 2022 and December 31, 2021, respectively | 4,451,137 | 4,110,822 |
Stockholders’ (Deficit) Equity | ||
Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately, $27.27 and $25.62 per share as of September 30, 2022 and December 31, 2021, respectively | 140 | 140 |
Common stock, $0.01 par value; 100,000,000 shares authorized, 31,457,775 and 30,704,434 shares issued, 31,354,735 and 30,601,394 outstanding as of September 30, 2022 and December 31, 2021, respectively | 314,578 | 307,045 |
Additional paid-in capital | 177,131,586 | 164,517,634 |
Accumulated deficit | (177,851,083) | (141,921,085) |
Treasury stock, 103,040 and 103,040 shares, at cost | (163,701) | (163,701) |
Total LifeMD, Inc. Stockholders’ (Deficit) Equity | (568,480) | 22,740,033 |
Non-controlling interest | (799,716) | (1,031,745) |
Total Stockholders’ (Deficit) Equity | (1,368,196) | 21,708,288 |
Total Liabilities, Mezzanine Equity and Stockholders’ (Deficit) Equity | $ 33,361,561 | $ 49,923,243 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, at par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A Preferred Stock, at par value | $ 0.0001 | |
Series A Preferred Stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 31,457,775 | 30,704,434 |
Common stock, shares outstanding | 31,354,735 | 30,601,394 |
Treasury stock, shares | 103,040 | 103,040 |
Series B Preferred Stock [Member] | ||
Preferred stock, at par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 3,500 | 3,500 |
Preferred stock, shares outstanding | 3,500 | 3,500 |
Preferred stock, liquidation value | $ 1,272 | $ 1,175 |
Series A Preferred Stock [Member] | ||
Series A Preferred Stock, at par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock, shares authorized | 1,610,000 | 1,610,000 |
Series A Preferred Stock, shares issued | 1,400,000 | 1,400,000 |
Series A Preferred Stock, shares outstanding | 1,400,000 | 1,400,000 |
Series A Preferred Stock, liquidation value | $ 27.27 | $ 25.62 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Total revenues, net | $ 31,412,469 | $ 24,947,199 | $ 90,913,804 | $ 65,458,922 |
Cost of revenues | ||||
Total cost of revenues | 4,716,842 | 5,096,487 | 14,600,328 | 12,427,764 |
Gross profit | 26,695,627 | 19,850,712 | 76,313,476 | 53,031,158 |
Expenses | ||||
Selling and marketing expenses | 17,200,859 | 20,293,935 | 60,928,649 | 61,372,815 |
General and administrative expenses | 12,476,760 | 10,695,663 | 38,029,907 | 28,194,305 |
Goodwill impairment charge | 2,735,000 | |||
Other operating expenses | 1,525,645 | 818,404 | 4,804,623 | 2,264,257 |
Customer service expenses | 1,488,428 | 505,880 | 3,428,098 | 1,274,392 |
Development costs | 821,636 | 128,134 | 1,951,039 | 561,793 |
Total expenses | 33,513,328 | 32,442,016 | 111,877,316 | 93,667,562 |
Operating loss | (6,817,701) | (12,591,304) | (35,563,840) | (40,636,404) |
Interest expense, net | (132,235) | (1,824,777) | (432,405) | (2,866,150) |
Change in fair value of contingent consideration | (248,000) | 2,487,000 | ||
Gain on debt forgiveness | 63,400 | 184,914 | ||
Net loss | (7,197,936) | (14,416,081) | (33,445,845) | (43,317,640) |
Net income (loss) attributable to non-controlling interest | 83,737 | (62,706) | 154,464 | (531,182) |
Net loss attributable to LifeMD, Inc. | (7,281,673) | (14,353,375) | (33,600,309) | (42,786,458) |
Preferred stock dividends | (776,563) | (2,329,688) | ||
Net loss attributable to LifeMD, Inc. common stockholders | $ (8,058,236) | $ (14,353,375) | $ (35,929,997) | $ (42,786,458) |
Basic loss per share attributable to LifeMD, Inc. common stockholders | $ (0.26) | $ (0.54) | $ (1.17) | $ (1.66) |
Diluted loss per share attributable to LifeMD, Inc. common stockholders | $ (0.26) | $ (0.54) | $ (1.17) | $ (1.66) |
Weighted average number of common shares outstanding: | ||||
Basic | 30,935,643 | 26,684,591 | 30,830,533 | 25,820,478 |
Diluted | 30,935,643 | 26,684,591 | 30,830,533 | 25,820,478 |
Telehealth Revenue [Member] | ||||
Revenues | ||||
Total revenues, net | $ 21,365,178 | $ 18,540,897 | $ 66,231,202 | $ 47,623,822 |
Cost of revenues | ||||
Total cost of revenues | 4,502,919 | 4,969,306 | 14,042,112 | 12,113,336 |
WorkSimpli Revenue [Member] | ||||
Revenues | ||||
Total revenues, net | 10,047,291 | 6,406,302 | 24,682,602 | 17,835,100 |
Cost of revenues | ||||
Total cost of revenues | $ 213,923 | $ 127,181 | $ 558,216 | $ 314,428 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 234,337 | $ 77,779,370 | $ (80,151,905) | $ (163,701) | $ (2,301,899) | $ (2,175,687) | $ (4,477,586) | |
Beginning balance, shares at Dec. 31, 2020 | 23,433,663 | |||||||
Stock compensation expense | $ 12,038 | 2,313,737 | 2,325,775 | 2,325,775 | ||||
Stock compensation expense, shares | 1,203,750 | |||||||
Cashless exercise of stock options | $ 6,089 | (6,089) | ||||||
Cashless exercise of stock options, shares | 608,905 | |||||||
Exercise of stock options | $ 300 | 23,700 | 24,000 | 24,000 | ||||
Exercise of stock options, shares | 30,000 | |||||||
Sale of stock in private placement, net | $ 6,087 | 13,489,183 | 13,495,270 | 13,495,270 | ||||
Sale of stock in private placement, net, shares | 608,696 | |||||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Purchase of additional membership interest of WSS | (377,419) | (377,419) | (66,603) | (444,022) | ||||
Adjustment of noncontrolling interest for additional investment | (1,636,875) | (1,636,875) | 1,780,897 | 144,022 | ||||
Net (loss) income | (11,602,383) | (11,602,383) | (270,503) | (11,872,886) | ||||
Ending balance, value at Mar. 31, 2021 | $ 258,851 | 91,585,607 | (91,754,288) | (163,701) | (73,531) | (767,896) | (841,427) | |
Ending balance, shares at Mar. 31, 2021 | 25,885,014 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ 234,337 | 77,779,370 | (80,151,905) | (163,701) | (2,301,899) | (2,175,687) | (4,477,586) | |
Beginning balance, shares at Dec. 31, 2020 | 23,433,663 | |||||||
Net (loss) income | (43,317,640) | |||||||
Sale of common stock under ATM | $ 493,481 | |||||||
Sale of common stock under ATM, shares | 70,786 | |||||||
Ending balance, value at Sep. 30, 2021 | $ 268,630 | 105,275,494 | (122,938,363) | (163,701) | (17,557,940) | (1,100,575) | (18,658,515) | |
Ending balance, shares at Sep. 30, 2021 | 26,862,975 | |||||||
Beginning balance, value at Mar. 31, 2021 | $ 258,851 | 91,585,607 | (91,754,288) | (163,701) | (73,531) | (767,896) | (841,427) | |
Beginning balance, shares at Mar. 31, 2021 | 25,885,014 | |||||||
Stock compensation expense | $ 300 | 2,547,000 | 2,547,300 | 2,547,300 | ||||
Stock compensation expense, shares | 30,000 | |||||||
Cashless exercise of stock options | $ 2,641 | (2,641) | ||||||
Cashless exercise of stock options, shares | 264,142 | |||||||
Exercise of stock options | $ 3,910 | 738,840 | 742,750 | 742,750 | ||||
Exercise of stock options, shares | 391,000 | |||||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Net (loss) income | (16,830,700) | (16,830,700) | (197,973) | (17,028,673) | ||||
Exercise of warrants | $ 657 | 311,342 | 311,999 | 311,999 | ||||
Exercise of warrants, shares | 65,684 | |||||||
Warrants issued for debt instruments | 6,270,710 | 6,270,710 | 6,270,710 | |||||
Ending balance, value at Jun. 30, 2021 | $ 266,359 | 101,450,858 | (108,584,988) | (163,701) | (7,031,472) | (1,001,869) | (8,033,341) | |
Ending balance, shares at Jun. 30, 2021 | 26,635,840 | |||||||
Stock compensation expense | $ 300 | 3,110,516 | 3,110,816 | 3,110,816 | ||||
Stock compensation expense, shares | 30,000 | |||||||
Exercise of stock options | $ 300 | 53,700 | 54,000 | 54,000 | ||||
Exercise of stock options, shares | 30,000 | |||||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Net (loss) income | (14,353,375) | (14,353,375) | (62,706) | (14,416,081) | ||||
Exercise of warrants | $ 963 | 167,647 | 168,610 | 168,610 | ||||
Exercise of warrants, shares | 96,349 | |||||||
Sale of common stock under ATM | $ 708 | 492,773 | 493,481 | 493,481 | ||||
Sale of common stock under ATM, shares | 70,786 | |||||||
Ending balance, value at Sep. 30, 2021 | $ 268,630 | 105,275,494 | (122,938,363) | (163,701) | (17,557,940) | (1,100,575) | (18,658,515) | |
Ending balance, shares at Sep. 30, 2021 | 26,862,975 | |||||||
Beginning balance, value at Dec. 31, 2021 | $ 140 | $ 307,045 | 164,517,634 | (141,921,085) | (163,701) | 22,740,033 | (1,031,745) | 21,708,288 |
Beginning balance, shares at Dec. 31, 2021 | 1,400,000 | 30,704,434 | ||||||
Stock compensation expense | $ 1,475 | 4,471,306 | 4,472,781 | 4,472,781 | ||||
Stock compensation expense, shares | 147,500 | |||||||
Cashless exercise of stock options | $ 255 | (255) | ||||||
Cashless exercise of stock options, shares | 25,535 | |||||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Net (loss) income | (13,299,675) | (13,299,675) | 24,726 | (13,274,949) | ||||
Exercise of warrants | $ 220 | 38,280 | 38,500 | 38,500 | ||||
Exercise of warrants, shares | 22,000 | |||||||
Series A Preferred Stock Dividend | (776,563) | (776,563) | (776,563) | |||||
Ending balance, value at Mar. 31, 2022 | $ 140 | $ 308,995 | 169,026,965 | (155,997,323) | (163,701) | 13,175,076 | (1,043,019) | 12,132,057 |
Ending balance, shares at Mar. 31, 2022 | 1,400,000 | 30,899,469 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 140 | $ 307,045 | 164,517,634 | (141,921,085) | (163,701) | 22,740,033 | (1,031,745) | 21,708,288 |
Beginning balance, shares at Dec. 31, 2021 | 1,400,000 | 30,704,434 | ||||||
Sale of common stock under ATM | 58,500,000 | |||||||
Ending balance, value at Jun. 30, 2022 | $ 140 | $ 309,899 | 173,157,467 | (169,792,847) | (163,701) | 3,510,958 | (1,033,018) | 2,477,940 |
Ending balance, shares at Jun. 30, 2022 | 1,400,000 | 30,989,869 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 140 | $ 307,045 | 164,517,634 | (141,921,085) | (163,701) | 22,740,033 | (1,031,745) | $ 21,708,288 |
Beginning balance, shares at Dec. 31, 2021 | 1,400,000 | 30,704,434 | ||||||
Exercise of stock options, shares | 29,691 | |||||||
Net (loss) income | $ (33,445,845) | |||||||
Ending balance, value at Sep. 30, 2022 | $ 140 | $ 314,578 | 177,131,586 | (177,851,083) | (163,701) | (568,480) | (799,716) | (1,368,196) |
Ending balance, shares at Sep. 30, 2022 | 1,400,000 | 31,457,775 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 140 | $ 308,995 | 169,026,965 | (155,997,323) | (163,701) | 13,175,076 | (1,043,019) | 12,132,057 |
Beginning balance, shares at Mar. 31, 2022 | 1,400,000 | 30,899,469 | ||||||
Stock compensation expense | 4,041,006 | 4,041,006 | $ 4,041,006 | |||||
Stock compensation expense, shares | ||||||||
Exercise of stock options | $ 904 | 89,496 | 90,400 | $ 90,400 | ||||
Exercise of stock options, shares | 90,400 | |||||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Net (loss) income | (13,018,962) | (13,018,962) | 46,001 | (12,972,961) | ||||
Series A Preferred Stock Dividend | (776,562) | (776,562) | (776,562) | |||||
Ending balance, value at Jun. 30, 2022 | $ 140 | $ 309,899 | 173,157,467 | (169,792,847) | (163,701) | 3,510,958 | (1,033,018) | 2,477,940 |
Ending balance, shares at Jun. 30, 2022 | 1,400,000 | 30,989,869 | ||||||
Stock compensation expense | $ 637 | 3,335,576 | 3,336,213 | 3,336,213 | ||||
Stock compensation expense, shares | 63,750 | |||||||
Cashless exercise of stock options | $ 42 | (42) | ||||||
Cashless exercise of stock options, shares | 4,156 | |||||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Net (loss) income | (7,281,673) | (7,281,673) | 83,737 | $ (7,197,936) | ||||
Sale of common stock under ATM, shares | 400,000 | |||||||
Series A Preferred Stock Dividend | (776,563) | (776,563) | $ (776,563) | |||||
Stock issued for legal settlement | $ 4,000 | 812,000 | 816,000 | 816,000 | ||||
Stock issued for legal settlement, shares | 400,000 | |||||||
Adjustment of membership interest in WorkSimpli | (173,415) | (173,415) | 185,565 | 12,150 | ||||
Ending balance, value at Sep. 30, 2022 | $ 140 | $ 314,578 | $ 177,131,586 | $ (177,851,083) | $ (163,701) | $ (568,480) | $ (799,716) | $ (1,368,196) |
Ending balance, shares at Sep. 30, 2022 | 1,400,000 | 31,457,775 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net loss | $ (7,197,936) | $ (13,274,949) | $ (14,416,081) | $ (11,872,886) | $ (33,445,845) | $ (43,317,640) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Amortization of debt discount | 2,090,236 | ||||||
Amortization of capitalized software | 1,746,899 | 177,926 | |||||
Amortization of intangibles | 325,495 | 617 | 666,782 | 340,457 | |||
Accretion of consideration payable | 172,741 | ||||||
Depreciation of fixed assets | 117,008 | 2,865 | |||||
Gain on debt forgiveness | (63,400) | (184,914) | |||||
Change in fair value of contingent consideration | 248,000 | (2,487,000) | |||||
Goodwill impairment charge | 2,735,000 | ||||||
Operating lease payments | 463,198 | 73,767 | |||||
Stock issued for legal settlement | 816,000 | ||||||
Stock compensation expense | 11,850,000 | 7,983,891 | |||||
Changes in Assets and Liabilities | |||||||
Accounts receivable | (1,558,063) | (969,053) | |||||
Product deposit | 95,505 | (95,183) | |||||
Inventory | (2,052,363) | (322,836) | |||||
Other current assets | (21,386) | (534,479) | |||||
Change in operating lease liability | (378,095) | (68,085) | |||||
Deferred revenue | 853,272 | 519,101 | |||||
Accounts payable | 1,827,103 | (1,150,858) | |||||
Accrued expenses | (2,303,466) | 8,195,255 | |||||
Net cash used in operating activities | (20,966,110) | (27,259,550) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Cash paid for capitalized software costs | (6,742,946) | (1,731,507) | |||||
Purchase of equipment | (378,877) | (70,105) | |||||
Purchase of intangible assets | (4,000,500) | (22,231) | |||||
Acquisition of business, net of cash acquired | (1,012,395) | ||||||
Net cash used in investing activities | (12,134,718) | (1,823,843) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Cash proceeds from private placement offering, net | 13,495,270 | ||||||
Proceeds from issuance of debt instruments | 15,000,000 | ||||||
Cash proceeds from sale of common stock under ATM | 493,481 | ||||||
Cash proceeds from exercise of options | 90,400 | 820,750 | |||||
Cash proceeds from exercise of warrants | 38,500 | 480,609 | |||||
Preferred stock dividends | (2,329,688) | ||||||
Adjustment of membership interest in WorkSimpli | 12,150 | ||||||
Contingent consideration payment for ResumeBuild acquisition | (93,750) | ||||||
Proceeds from notes payable | 963,965 | ||||||
Repayment of notes payable | (1,494,784) | ||||||
Purchase of membership interest of WSS | (300,000) | ||||||
Distributions to non-controlling interest | (36,000) | (108,000) | (108,000) | ||||
Net cash (used in) provided by financing activities | (2,390,388) | 29,351,291 | |||||
Net (decrease) increase in cash | (35,491,216) | 267,898 | |||||
Cash at beginning of period | $ 41,328,039 | $ 9,179,075 | 41,328,039 | 9,179,075 | $ 9,179,075 | ||
Cash at end of period | $ 5,836,823 | $ 9,446,973 | 5,836,823 | 9,446,973 | $ 41,328,039 | ||
Cash paid for interest | |||||||
Cash paid during the period for interest | 120,062 | ||||||
Non-cash investing and financing activities | |||||||
Cashless exercise of options | 297 | 8,730 | |||||
Consideration payable for Cleared acquisition | 8,079,367 | ||||||
Consideration payable for ResumeBuild acquisition | 500,000 | ||||||
Warrants issued for debt instruments | 6,270,710 | ||||||
Principal of Paycheck protection Program loans forgiven | 63,400 | 184,914 | |||||
Additional purchase of membership interest in WSS issued in performance options | $ 144,002 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF THE ORGANIZATION AND BUSINESS | NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Corporate History LifeMD, Inc. was formed in the State of Delaware on May 24, 1994, under its prior name, Immudyne, Inc. The Company changed its name to Conversion Labs, Inc. on June 22, 2018 and then subsequently, on February 22, 2021, it changed its name to LifeMD, Inc. Effective February 22, 2021, the trading symbol for the Company’s common stock, par value $ 0.01 On April 1, 2016, the original operating agreement of Immudyne PR LLC (“Immudyne PR”), a joint venture to market the Company’s immune support, skincare, and hair loss was amended and restated and the Company increased its ownership and voting interest in Immudyne PR to 78.2 100 In June 2018, the Company closed the strategic acquisition of 51 85.6 73.64 On January 18, 2022, the Company acquired Cleared Technologies, PBC, a Delaware public benefit corporation (“Cleared”), a rapidly growing nationwide allergy telehealth platform that provides personalized treatments for allergy, asthma, and immunology (See Note 3). Nature of Business The Company is a direct-to-patient telehealth technology company that provides a smarter, cost-effective, and convenient way for patients of its affiliated medical group to access healthcare. The Company believes that the traditional model of visiting a doctor’s office, receiving a physical prescription, visiting a local pharmacy, and returning to see a doctor for follow up care or prescription refills is inefficient, costly to patients, and discourages many patients from seeking much needed medical care. The U.S. healthcare system is undergoing a paradigm shift, due to new technologies and the emergence of direct-to-patient healthcare. Direct-to-patient telehealth technology companies, like the Company, connect consumers to affiliated, licensed, healthcare professionals for care across numerous indications, including primary care, men’s sexual health, and dermatology. The Company’s telehealth platform helps patients access their licensed providers for diagnoses, virtual care, and prescription medications, often delivered on a recurring basis. In addition to its telehealth prescription offerings, the Company sells over-the-counter (“OTC”) products. All products are available on a subscription or membership basis, where a patient can subscribe to receive regular shipments of prescribed medications or products. This creates convenience and often discounted pricing opportunities for patients and recurring revenue streams for the Company. The Company believes that brand innovation, customer acquisition, and service excellence form the heart of its business. As is exemplified with its first brand, ShapiroMD, it has built a full line of proprietary OTC products for male and female hair loss—including Food and Drug Administration (“FDA”) approved OTC minoxidil and an FDA-cleared medical device—and now a personalized telehealth platform offering that gives consumers access to virtual medical treatment from their providers and, when appropriate, a full line of oral and topical prescription medications for hair loss. The Company’s men’s brand, RexMD, currently offers access to provider-based treatment for erectile dysfunction, as well as treatment for other common men’s health issues, including premature ejaculation and hair loss. In the first quarter of 2021, the Company launched its newest brand, NavaMD, a tele-dermatology and skincare brand for women. The Company has built a platform that allows it to efficiently launch telehealth and wellness product lines wherever it determines there is a market need. Business and Subsidiary History In June 2018, Conversion Labs closed the strategic acquisition of 51 85.6 73.64 In early 2019, the Company launched a service-based business under the name Conversion Labs Media LLC (“CVLB Media”), a Puerto Rico limited liability company, which was to be used to run e-commerce marketing campaigns for other online businesses. However, this business initiative was terminated in early 2019 in order to focus on the core business, as well as on the expansion of telehealth opportunities. In May 2019, Conversion Labs Rx, LLC (“CVLB Rx”), a Puerto Rico limited liability company, signed a strategic partnership agreement with Specialty Medical Drugstore, Inc. (doing business as “GoGoMeds”). GoGoMeds is a nationwide pharmacy licensed to dispense prescription medications directly to consumers in all 50 states and the District of Columbia. However, since its inception, CVLB Rx did not conduct any business and CVLB Rx was dissolved on August 7, 2020. Additionally, Conversion Labs Asia Limited (“Conversion Labs Asia”), a Hong Kong company, had no activity during the three months and nine months ended September 30, 2022 and 2021. On January 18, 2022, the Company acquired Cleared, a rapidly growing nationwide allergy telehealth platform that provides personalized treatments for allergy, asthma, and immunology. Under the terms of the agreement, the Company acquired all outstanding shares of Cleared at closing in exchange for a $ 460,000 3.46 1.73 507,000 In February 2022, WorkSimpli closed on an Asset Purchase Agreement (the “ResumeBuild APA”) with East Fusion FZCO, a Dubai, UAE corporation (the “Seller”), whereby WorkSimpli acquired substantially all of the assets associated with the Seller’s business, offering subscription-based resume building software through software as a service online platforms (the “Acquisition”). WorkSimpli paid $ 4.0 500 thousand 15 62,500 Unless otherwise indicated, the terms “LifeMD,” “Company,” “we,” “us,” and “our” refer to LifeMD, Inc. (formerly known as Conversion Labs, Inc.), our wholly subsidiary LifeMD PR LLC (formerly Immudyne PR LLC, and “Conversion Labs PR”), a Puerto Rico limited liability company (“Conversion Labs PR”, or “CLPR”), Cleared, a Delaware public benefit corporation and our majority-owned subsidiary, WorkSimpli. The affiliated network of medical Professional Corporations and medical Professional Associations administratively led by LifeMD Southern Patient Medical Care, P.C., (“LifeMD PC”) is the Company’s affiliated, variable interest entity in which we hold a controlling financial interest. Unless otherwise specified, all dollar amounts are expressed in United States dollars. Partnerships On July 13, 2021, the Company, on behalf of its customers, entered into an agreement to engage Quest Diagnostics Incorporated (“Quest Diagnostics”) as the Company’s laboratory services provider to perform certain clinical laboratory diagnostic services based on orders submitted to Quest Diagnostics by licensed health care providers who are under contract with the Company and are authorized under U.S. federal or state law to order laboratory tests. Patients of LifeMD Inc.’s affiliated providers gain access to more than 150 of the most ordered laboratory tests at preferential prices, and which can be completed in the comfort, safety, and convenience of their home or office, or at any one of Quest Diagnostics’ 2,000 facilities. On August 4, 2021, the Company entered into a partnership agreement with Particle Health, a state-of-the-art, digital health company with a HIPAA-compliant technology platform that converts electronic medical records data into a user-friendly, Fast Healthcare Interoperability Resource (“FHIR”) format. Particle Health enables healthcare companies by offering simple, secure access to vital medical data. With Particle Health’s platform and patient consent, licensed affiliated medical providers on the LifeMD primary care platform gain instant access to comprehensive patient health records, therefore enabling best-in-class, personalized care through a deeper understanding of their patients’ medical histories. Liquidity The Company has funded operations in the past through the sales of its products, issuance of common and preferred stock, and through loans and advances. The Company’s continued operations are dependent upon obtaining an increase in its sale volumes and obtaining funding from third-party sources or the issuance of additional shares of common stock. On February 11, 2021, the Company consummated the closing of a private placement offering (the “February 2021 Offering”), whereby pursuant to the securities purchase agreement (the “February 2021 Purchase Agreement”) entered into by the Company and certain accredited investors on February 11, 2021, the Investors purchased 608,696 0.01 23 14.0 13.5 On June 1, 2021, the Company entered into a securities purchase agreement (the “June 1, 2021 Purchase Agreement”) with a financial institution (the “Purchaser”), pursuant to which the Company sold and issued: (i) a senior secured redeemable debenture (the “Debenture”) in the aggregate principal amount of $ 15.0 1,500,000 12.00 500,000 warrants were issued to the Purchaser upon closing with the remaining 1,000,000 warrants only issued to the Purchaser in increments of 500,000 if the Debenture remains outstanding for twelve and twenty four months, respectively, following the closing date of the June 1, 2021 Purchase Agreement. three years 15.0 15.0 On June 8, 2021, the Company filed a shelf registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective on June 22, 2021 (the “2021 Shelf”). Under the 2021 Shelf at the time of effectiveness, the Company had the ability to raise up to $ 150 60 70,786 493,481 58.5 59.5 32 In September 2021, the Company entered into two underwriting agreements (the “Preferred Underwriting Agreement” and “the Common Underwriting Agreement”) with B. Riley. Pursuant to the Preferred Underwriting Agreement, the Company agreed to sell 1,400,000 8.875 0.0001 25.00 210,000 3,833,334 500,000 0.01 6.00 55.3 15.0 The Company will pay cumulative distributions on the Series A Preferred Stock, from the date of original issuance, in the amount of $ 2.21875 8.875 25.00 Going Concern Evaluation As of September 30, 2022, the Company has an accumulated deficit approximating $ 178 The Company has a current cash balance of approximately $ 3.4 In order to mitigate the going concern issues, the Company has begun to implement strategies to strengthen revenues and improve operational efficiencies across the business and is significantly curtailing expenses. Additionally, the Company has $ 59.5 32 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete audited financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2021, included in our 2021 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 or for any future period. Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, Consolidation The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, LifeMD PR, Cleared, its majority owned subsidiary, WorkSimpli, and LifeMD PC, the Company’s affiliated, variable interest entity in which we hold a controlling financial interest. During the year ended December 31, 2021, the Company purchased an additional 34.6 85.6 73.64 All significant intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. As of September 30, 2022 and December 31, 2021, there were no cash equivalents. The Company maintains deposits in financial institutions in excess of amounts guaranteed by the Federal Deposit Insurance Corporation. Cash and cash equivalents are maintained at financial institutions, and at times, balances may exceed federally insured limits. We have not experienced any losses related to these balances. Variable Interest Entities In accordance with ASC 810, Consolidation The Company determined that the LifeMD PC entity, the Company’s affiliated network of medical Professional Corporations and medical Professional Associations administratively led by LifeMD Southern Patient Medical Care, P.C., is a VIE and subject to consolidation. LifeMD PC and the Company do not have any stockholders in common. LifeMD PC is owned by licensed physicians, and the Company maintains a managed service agreement with LifeMD PC whereby we provide all non-clinical services to LifeMD PC. The Company determined that it is the primary beneficiary of LifeMD PC and must consolidate, as we have both the power to direct the activities of LifeMD PC that most significantly impact the economic performance of the entity and we have the obligation to absorb the losses. As a result, the Company presents the financial position, results of operations, and cash flows of LifeMD PC as part of the consolidated financial statements of the Company. There is no non-controlling interest upon consolidation of LifeMD PC. Total revenue and net loss for LifeMD PC was approximately $ 124 1.0 124 3.9 Use of Estimates The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the determination of reserves for accounts receivable, returns and allowances, the valuation of inventory, and stockholders’ equity-based transactions. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to conform the prior year’s data to the current presentation. These reclassifications have no effect on previously reported operating loss, stockholders’ deficit, or cash flows. Given the increase in the Company’s software business and to conform the Company’s presentation of operating results to industry standards, the Company has changed their categories for reporting operations and, as a result, the Company has made reclassifications to the prior year presentation in order to conform it to the current periods’ presentation. The reclassifications include ($ 3,026 126,437 Revenue Recognition The Company records revenue under the adoption of ASC 606, Revenue from Contracts with Customers 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue For the Company’s product-based contracts with customers, the Company has determined that there is one performance obligation, which is the delivery of the product; this performance obligation is transferred at a discrete point in time. The Company generally records sales of finished products once the customer places and pays for the order, with the product being simultaneously shipped by a third-party fulfillment service provider; in limited cases, the customer does not obtain control until the product reaches the customer’s delivery site; in these limited cases, recognition of revenue should be deferred until that time, however, the Company does not have a process to properly record the recognition of revenue if orders are not immediately shipped, and deems the impact to be immaterial. In all cases, delivery is considered to have occurred when the customer obtains control, which is usually commensurate upon shipment of the product. In the case of its product-based contracts, the Company provides a subscription sensitive service based on the recurring shipment of products. The Company records the related revenue under the subscription agreements subsequent to receiving the monthly product order, recording the revenue at the time it fulfills the shipment obligation to the customer. For its product-based contracts with customers, the Company records an estimate for provisions of discounts, returns, allowances, customer rebates, and other adjustments for its product shipments; this estimate is reflected as contra revenues in arriving at reported net revenues. The Company’s discounts and customer rebates are known at the time of sale; correspondingly, the Company reduces gross product sales for such discounts and customer rebates. The Company estimates customer returns and allowances based on information derived from historical transaction detail and accounts for such provisions as contra revenue during the same period in which the related revenues are earned. The Company has determined that the population of its product-based contracts with customers are homogenous, supporting the ability to record estimates for returns and allowances to be applied to the entire product-based portfolio population. Customer discounts, returns, and rebates on telehealth revenues approximated $ 1.1 871 4.2 3.5 The Company, through its majority-owned subsidiary WorkSimpli, offers a subscription-based service providing a suite of software applications to its subscribers, principally on a monthly subscription basis. The software suite allows the subscriber/user to convert almost any type of document to another electronic form of editable document, providing ease of editing. For these subscription-based contracts with customers, the Company offers an initial 14-day trial period which is billed at $ 1.95 2.4 1.5 710 377 1.7 1.6 For the three and nine months ended September 30, 2022 and 2021, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Three Months Ended September 30, Nine Months Ended September 30, 2022 % 2021 % 2022 % 2021 % Telehealth revenue $ 21,365,178 68 % $ 18,540,897 74 % $ 66,231,202 73 % $ 47,623,822 73 % WorkSimpli revenue 10,047,291 32 % 6,406,302 26 % 24,682,602 27 % 17,835,100 27 % Total net revenue $ 31,412,469 100 % $ 24,947,199 100 % $ 90,913,804 100 % $ 65,458,922 100 % Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. The Company’s deferred revenues relate to payments received for the in-process monthly or yearly contracts with customers and a portion attributable to the yet to be recognized initial 14-day trial period collections. SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Beginning of period $ 1,992,502 $ 1,381,938 $ 1,499,880 $ 916,880 Additions 9,346,553 6,020,061 23,567,740 17,233,084 Revenue recognized (8,985,903 ) (5,966,018 ) (22,714,468 ) (16,713,983 ) End of period $ 2,353,152 $ 1,435,981 $ 2,353,152 $ 1,435,981 Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets are included in right-of-use assets, net on the unaudited condensed consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current operating lease liabilities and noncurrent operating lease liabilities, respectively, on the unaudited condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded in the balance sheet. Accounts Receivable Accounts receivable principally consist of amounts due from third-party merchant processors, who process our subscription revenues; the merchant accounts balance receivable represents the charges processed by the merchants that have not yet been deposited with the Company. The unsettled merchant receivable amount normally represents processed sale transactions from the final one to three days of the month, with collections being made by the Company within the first week of the following month. Management determines the need, if any, for an allowance for future credits to be granted to customers, by regularly evaluating aggregate customer refund activity, coupled with the consideration and current economic conditions in its evaluation of an allowance for future refunds and chargebacks. As of September 30, 2022 and December 31, 2021, the reserve for sales returns and allowances was approximately $ 344 477 Inventory As of September 30, 2022 and December 31, 2021, inventory primarily consisted of finished goods related to the Company’s OTC products included in the telehealth revenue section of the table above. Inventory is maintained at the Company’s third-party warehouse location in Wyoming and at various Amazon fulfillment centers. The Company also maintains inventory at a company owned warehouse in Pennsylvania. Inventory is valued at the lower of cost or net realizable value, with cost determined on an average cost basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to net realizable, if lower. As of September 30, 2022 and December 31, 2021, the Company recorded an inventory reserve in the amount of $ 44 57 As of September 30, 2022 and December 31, 2021, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY September 30, December 31, 2022 2021 Finished Goods - Products $ 2,829,053 $ 1,592,654 Raw materials and packaging components 891,399 81,427 Inventory reserve (44,321 ) (57,481 ) Total Inventory - net $ 3,676,131 $ 1,616,600 Product Deposit Many of our vendors require deposits when a purchase order is placed for goods or fulfillment services. These deposits typically range from 10 33 108 204 582 511 Capitalized Software Costs The Company capitalizes certain internal payroll costs and third-party costs related to internally developed software and amortizes these costs using the straight-line method over the estimated useful life of the software, generally three years. The Company does not sell internally developed software other than through the use of subscription service. Certain development costs not meeting the criteria for capitalization, in accordance with ASC 350-40 , Internal-Use Software 10.3 3.6 Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently, if events or changes in circumstances indicate that the asset may be impaired. Goodwill in the amount of $ 8.4 2.7 related to a decline in the estimated fair value of Cleared as a result of a decline in the Cleared financial projections Other intangible assets are amortized over their estimated lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. Impairment of Long-Lived Assets Long-lived assets include equipment, capitalized software, and intangible assets subject to amortization. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, an impairment is recognized as the amount by which the carrying amount of the assets exceeds the estimated fair values of the assets. As of September 30, 2022 and December 31, 2021, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. Paycheck Protection Program During the year ended December 31, 2020, the Company received aggregate loan proceeds in the amount of approximately $ 249,000 1 During the nine months ended September 30, 2022 and 2021, the Company had a total of $ 63,400 184,914 63,400 Income Taxes The Company files corporate federal, state, and local tax returns. LifeMD PR and WorkSimpli file tax returns in Puerto Rico. Both are limited liability companies and file separate tax returns with any tax liabilities or benefits passing through to its members. The Company records current and deferred taxes in accordance with ASC 740, Accounting for Income Taxes i.e. Stock-Based Compensation The Company follows the provisions of ASC 718, Share-Based Payment Earnings (Loss) Per Share Basic earnings (loss) per common share (“EPS”) is based on the weighted average number of shares outstanding during each period presented. Convertible securities, warrants, and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. The Company follows the provisions of ASC 260, Diluted Earnings per Share The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive, even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Series B Preferred Stock 1,369,581 1,229,581 1,334,421 1,195,446 Restricted Stock Units (RSUs) 1,830,750 996,375 1,563,000 569,417 Stock options 4,007,698 4,170,900 4,214,609 4,193,100 Warrants 3,859,638 3,888,438 3,859,638 3,807,899 Potentially dilutive securities 11,067,667 10,285,294 10,971,668 9,765,862 Segment Data Our portfolio of brands are included within two operating segments: Telehealth and WorkSimpli. We believe our current segments and brands within our segments complement one another and position us well for future growth. Segment operating results are reviewed by the chief operating decision maker to make determinations about resources to be allocated and to assess performance. Other factors, including type of business, revenue recognition and operating results, are reviewed in determining the Company’s operating segments. Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued expenses, and the face amount of notes payable approximate fair value for all periods presented. Concentrations of Risk The Company monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company, at times, maintains balances in various operating accounts in excess of federally insured limits. We are dependent on certain third-party manufacturers and pharmacies, although we believe that other contract manufacturers or third-party pharmacies could be quickly secured if any of our current manufacturers or pharmacies cease to perform adequately. As of September 30, 2022, we utilized four (4) suppliers for fulfillment services, seven (7) suppliers for manufacturing finished goods, four (4) suppliers for packaging, bottling, and labeling, and three (3) suppliers for prescription medications. As of December 31, 2021, we utilized four (4) suppliers for fulfillment services, six (6) suppliers for manufacturing finished goods and four (4) suppliers for packaging, bottling, and labeling. Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers Other Recent Accounting Pronouncements All other accounting standards updates that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS On January 18, 2022, the Company completed the acquisition of Cleared. Cleared is a transformational addition to the Company’s growing portfolio of telehealth capabilities which moves us beyond treating lifestyle conditions into chronic conditions with large addressable market demand. The Company accounted for the transaction using the acquisition method in accordance with ASC 805, Business Combinations he results of Cleared are included within the consolidated financial statements commencing on the acquisition date. The purchase price was approximately $ 9.1 1.0 3.0 5.1 72.8 The Company, with the assistance of a third-party valuation expert, estimated the fair value of the acquired tangible and identifiable intangible assets using significant estimates such as revenue projections. The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Purchase price, net of cash acquired $ 9,091,762 Less: Intangible assets 1,065,071 Inventory 7,168 Fixed assets 37,888 Accounts payable and other current liabilities (408,030 ) Goodwill $ 8,389,665 The purchase price and purchase price allocation for Cleared was finalized as of September 30, 2022 with no significant changes to preliminary amounts. Based on the final purchase price allocation, the aggregate goodwill recognized was $ 8.4 The amount allocated to goodwill and intangible assets reflects the benefits the Company expects to realize from the growth of the acquisition’s operations. The pro forma financial information, assuming the acquisition had taken place on January 1, 2021, as well as the revenue and earnings generated during the period after the acquisition date, were not material for separate disclosure and, accordingly, have not been presented. During the three and nine months ended September 30, 2022, the Company recorded an increase of $ 248 2.5 2.7 In February 2022, WorkSimpli closed on the ResumeBuild APA to purchase the related intangible assets associated with the ResumeBuild brand. The purchase price was $ 4.5 million, including cash paid upfront of $ 4.0 50 0 thousand Business Combinations 15 62,500 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 4 – GOODWILL AND INTANGIBLE ASSETS As of September 30, 2022 and December 31, 2021, the Company’s goodwill balance related to the Cleared acquisition was $ 5.7 0 2.7 As of September 30, 2022 and December 31, 2021, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS September 30, December 31, Amortizable 2022 2021 Life Amortizable Intangible Assets: ResumeBuild brand 4,500,000 - 5 years Customer relationship asset 1,006,840 1,006,840 3 years Cleared trade name 133,339 - 5 years Cleared developed technology 12,920 - 1 year Cleared customer relationships 918,812 - 10 years Purchased licenses 200,000 200,000 10 years Website domain name 22,731 22,231 3 years Less: accumulated amortization ( 1,876,092 ) ( 1,209,310 ) Total net amortizable intangible assets $ 4,918,550 $ 19,761 The aggregate amortization expense of the Company’s intangible assets for the three months ended September 30, 2022 and 2021 was $ 325,495 617 666,782 340,457 259,762 1.0 200,000 92,000 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES As of September 30, 2022 and December 31, 2021, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, December 31, 2022 2021 Accrued selling and marketing expenses $ 3,152,143 $ 4,981,453 Accrued compensation 1,437,560 1,657,843 Accrued dividends payable 776,563 871,476 Sales tax payable 2,401,583 2,000,000 Purchase price payable 1,674,469 - Other accrued expenses 1,640,036 2,084,833 Total accrued expenses $ 11,082,354 $ 11,595,605 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE PPP Loan and Forgiveness In June 2020, the Company and its subsidiaries received three loans in the aggregate amount of approximately $ 249 1.0 The proceeds of the PPP Loan must be used for payroll costs, lease payments on agreements entered into before February 15, 2020, and utility payments under lease agreements entered into before February 1, 2020. At least 60% of the proceeds must be used for payroll costs and certain other expenses, and no more than 40% may be used on non-payroll expenses 63,400 184,914 63,400 Total interest expense on notes payable, inclusive of amortization of debt discounts, amounted to $ 0 0 10,647 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY The Company has authorized the issuance of up to 100,000,000 0.01 5,000,000 0.0001 5,000 1,610,000 3,385,000 On June 8, 2021, the Company filed the 2021 Shelf. Under the 2021 Shelf at the time of effectiveness, the Company had the ability to raise up to $ 150 60 59.5 32 Options and Warrants During the nine months ended September 30, 2022, the Company issued an aggregate of 29,691 During the nine months ended September 30, 2022, the Company issued an aggregate of 90,400 90,400 During the nine months ended September 30, 2022, the Company issued an aggregate of 22,000 38,500 Membership Interest Purchase Agreement On July 31, 2019, the Company entered into a certain membership interest purchase agreement (the “MIPA”) by and between the Company; Conversion Labs PR (now “LifeMD PR”), a majority owned subsidiary; Taggart International Trust, an entity controlled by the Company’s Chief Executive Officer, Mr. Justin Schreiber; and American Nutra Tech LLC, a company controlled by its Chief Innovation and Marketing Officer, Mr. Stefan Galluppi (Mr. Schreiber, Taggart International Trust, Mr. Galluppi, and American Nutra Tech LLC each a “Related Party” and collectively, the “Related Parties”). Pursuant to the MIPA, the Company purchased 21.83333 100 As consideration for the Company’s purchase of the Remaining Interests from the Related Parties, Mr. Schreiber and Mr. Galluppi agreed to cancel all potential issuances of restricted stock and or options related to their employment with the Company, in exchange for the immediate issuance of 500,000 shares of the Company’s restricted common stock to each of Mr. Schreiber and Mr. Galluppi (the “Initial Issuances”) (equal to 1,000,000 shares in the aggregate). Mr. Schreiber and Mr. Galluppi were also entitled to additional issuances pursuant to certain milestones as follows: (i) 500,000 shares of the Company’s Common Stock to each of Mr. Schreiber and Mr. Galluppi ( 1,000,000 shares in the aggregate) on the business day following a consecutive ninety (90) day period, during which the Company’s Common Stock shall have traded at an average price per share equal to or higher than $ 2.50 (the “First Milestone”), and (ii) an additional 500,000 shares of the Company’s Common Stock to each of Mr. Schreiber and Mr. Galluppi ( 1,000,000 shares in the aggregate) following a consecutive ninety (90) day period during which the Common Stock shall have traded at an average price per share equal to or higher than $ 3.75 (the “Second Milestone” and, together with the First Milestones, the “Milestones”). Having achieved the Milestones, the Company, on December 9, 2020, issued an aggregate of 1,000,000 shares of the Company’s Common Stock to each of Mr. Schreiber and Mr. Galluppi (the “Milestone Shares”) ( 2,000,000 shares in the aggregate). The Company recorded an aggregate expense of $ 18,060,000 2,000,000 1,200,000 Common Stock Common Stock Transactions During the Nine Months Ended September 30, 2022 During the nine months ended September 30, 2022, the Company issued an aggregate of 211,250 Noncontrolling Interest For the three months ended September 30, 2022, net income attributed to the non-controlling interest amounted to $ 83,737 62,706 36,000 154,464 531,182 108,000 WorkSimpli Software Restructuring Transaction Effective January 22, 2021 (the “WSS Effective Date”), the Company consummated a transaction to restructure the ownership of WorkSimpli (the “WSS Restructuring”) and concurrently increased its ownership interest in WorkSimpli to 85.6%. To effect the WSS Restructuring the Company’s wholly-owned subsidiary Conversion Labs PR (now “LifeMD PR”), entered into a series of membership interest exchange agreements, pursuant to which, Conversion Labs PR exchanged that certain promissory note, dated May 8, 2019 with an outstanding balance of $ 375,823 37,531 Concurrently, in furtherance of the WSS Restructuring, Conversion Labs PR entered into two Membership Interest Purchase Agreements (the “Founding Members MIPAs”) with two founding members of WSS (the “Founding Members”) whereby Conversion Labs PR purchased from the Founding Members an aggregate of 2,183 225,000 In furtherance of the WSS Restructuring, Conversion Labs PR entered into a Membership Interest Purchase Agreement with WSS, (the “CVLB PR MIPA”), pursuant to which Conversion Labs PR purchased 12,000 membership interests of WSS for an aggregate purchase price of $ 300,000 The CVLB PR MIPA provides that the transaction may be completed in three (3) tranches, with a purchase price of $ 100,000 100,000 Following the consummation of the WSS Restructuring, Conversion Labs PR increased its ownership of WSS from 51 85.58 Concurrently with the WSS Restructuring, Conversion Labs PR entered into option agreements with Sean Fitzpatrick (the “Fitzpatrick Option Agreement”) and Varun Pathak (the “Pathak Option Agreement” and together with Fitzpatrick Option Agreement the “Option Agreements”), pursuant to which Conversion Labs PR granted options to purchase membership interest units of WSS. Upon vesting, the Fitzpatrick Options and the Pathak Options provide for the potential re-purchase of up to an additional 13.25 72.98 The Fitzpatrick Option Agreement grants Sean Fitzpatrick the option to purchase 10,300 1.00 2,500,000 4,000,000 8,000,000 The Pathak Option Agreement grants Varun Pathak the option to purchase 2,100 membership interest units of WSS for an exercise price of $ 1.00 2,500,000 4,000,000 8,000,000 On September 30, 2022, Sean Fitzpatrick and Varun Pathak exercised their options to purchase 10,300 2,100 1.00 85.58 73.64 Stock Options 2020 Equity Incentive Plan (the “2020 Plan”) On January 8, 2021, the Company approved the Company’s 2020 Plan. Approval of the 2020 Plan was included as Proposal 1 in the Company’s definitive proxy statement for its Special Meeting of Stockholders filed with the Securities and Exchange Commission on December 7, 2020. The 2020 Plan is administered by the Compensation Committee of the Board of Directors (the “Board”) and initially provided for the issuance of up to 1,500,000 150,000 On June 24, 2021, at the Annual Meeting of Stockholders, the stockholders of the Company approved an amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 3,300,000 On June 16, 2022, at the Annual Meeting of Stockholders, the stockholders of the Company approved an amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 4,800,000 1,265,885 The forms of award agreements to be used in connection with awards made under the 2020 Plan to the Company’s executive officers and non-employee directors are: ● Form of Non-Qualified Option Agreement (Non-Employee Director Awards) ● Form of Non-Qualified Option Agreement (Employee Awards); and ● Form of Restricted Stock Award Agreement. Previously, the Company had granted service-based stock options and performance-based stock options separate from the 2020 Plan. During the nine months ended September 30, 2022, the Company issued an aggregate of 332,000 4 5 The following is a summary of outstanding options activity under our 2020 Plan for the nine months ended September 30, 2022: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 2,063,500 $ 4.57 21.02 8.04 $ 9.41 Granted 132,000 2.52 13.74 3.98 7.20 Cancelled/Forfeited/Expired (162,135 ) 5.08 13.74 8.40 8.99 Balance at September 30, 2022 2,033,365 $ 2.52 21.02 7.06 $ 9.30 Exercisable at December 31, 2021 636,229 $ 4.57 21.02 8.95 $ 9.18 Exercisable at September 30, 2022 1,154,107 $ 2.52 21.02 7.97 $ 9.41 The total fair value of the options granted was $ 833,030 0 4 135.65 691.48 0.90 3.60 1,402,130 1,638,354 7,916,419 4,886,737 3,834,429 The following is a summary of outstanding service-based options activity (prior to the establishment of our 2020 Plan above) for the nine months ended September 30, 2022: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 1,658,733 $ 1.00 19.61 5.85 $ 5.45 Granted 50,000 4.12 4.26 4.12 Exercised (149,400 ) 1.00 2.00 0.19 1.23 Cancelled/Forfeited/Expired (120,000 ) 1.00 4.12 4.26 4.12 Balance at September 30, 2022 1,439,333 $ 1.00 19.61 5.88 $ 6.11 Exercisable December 31, 2021 1,019,164 $ 1.00 19.61 5.21 $ 3.60 Exercisable at September 30, 2022 1,087,719 $ 1.00 19.61 5.84 $ 5.04 The total fair value of the options granted was $ 205,995 0 4 420.16 1.37 493,097 635,220 3,102,607 1,590,878 1,571,712 59,000 29,691 90,400 The following is a summary of outstanding performance-based options activity for the nine months ended September 30, 2022: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 535,000 $ 1.25 2.50 5.59 $ 1.60 Granted 150,000 4.12 3.26 4.12 Cancelled/Forfeited/Expired (150,000 ) 4.12 3.26 4.12 Balance at September 30, 2022 535,000 $ 1.25 2.50 4.84 $ 1.60 Exercisable December 31, 2021 100,000 $ 1.75 2.50 1.96 $ 2.01 Exercisable at September 30, 2022 100,000 $ 1.75 2.50 1.22 $ 2.01 The total fair value of the options granted was $ 617,980 0 3.5 444 1.37 105,797 0 105,797 317,391 173,397 Restricted Stock Units (RSUs) (under the 2020 Plan) The following is a summary of outstanding RSU activity under our 2020 Plan for the nine months ended September 30, 2022: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSUs Outstanding Balance at December 31, 2021 375,375 Granted 1,047,500 Vested (172,125 ) Balance at September 30, 2022 1,250,750 The total fair value of the 1,047,500 3,071,940 702,598 232,268 4,862,048 2,273,756 589,431 172,125 111,250 RSUs (outside of 2020 Plan) The following is a summary of outstanding RSU activity outside of the 2020 Plan for the nine months ended September 30, 2022: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSUs Outstanding Balance at December 31, 2021 600,000 Granted 60,000 Vested (80,000 ) Balance at September 30, 2022 580,000 The total fair value of the 60,000 215,400 225,279 0 5,072,421 1,163,978 0 80,000 50,000 Warrants The following is a summary of outstanding and exercisable warrants activity during the nine months ended September 30, 2022: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 3,888,438 $ 1.40 12.00 5.85 $ 5.59 Exercised (22,000 ) 1.75 - 1.75 Cancelled/Forfeited/Expired (6,800 ) 2.00 - 2.00 Balance at September 30, 2022 3,859,638 $ 1.40 12.00 5.15 $ 5.61 Exercisable December 31, 2021 2,621,307 $ 1.40 12.00 6.36 $ 5.98 Exercisable September 30, 2022 3,760,906 $ 1.40 12.00 5.17 $ 5.66 Total compensation expense on the above warrants for services was $ 407,312 604,974 29,968 1,617,260 1,814,922 Stock-based Compensation The total stock-based compensation expense related to common stock issued for services, service-based stock options, performance-based stock options, warrants and RSUs amounted to $ 3,336,213 3,110,816 11,850,000 7,983,891 21,089,260 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
LEASES | NOTE 8 – LEASES The Company leases office space domestically under operating leases. The Company’s headquarters are located in New York, New York for which the lease expires in 2025. We operate a marketing and sales center in Huntington Beach, California for which the lease expires in 2023, a patient care center in Greenville, South Carolina for which the lease expires in 2024 and a warehouse and fulfillment center in Columbia, Pennsylvania for which the lease expires in 2023. The table below reconciles the undiscounted future minimum lease payments under the above noted operating leases to the total operating lease liabilities recognized on the consolidated balance sheet as of September 30, 2022: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Remainder of fiscal year 2022 $ 225,519 Fiscal year 2023 732,409 Fiscal year 2024 484,580 Fiscal year 2025 68,850 Less: imputed interest (103,419 ) Present value of operating lease liabilities $ 1,407,939 Operating lease expenses were $ 199,584 95,791 603,275 286,294 Supplemental cash flow information related to operating lease liabilities consisted of the following: SCHEDULE OF CASH FLOW RELATED TO OPERATING LEASE LIABILITIES September 30, 2022 2021 Cash paid for operating lease liabilities $ 517,871 $ 269,806 Supplemental balance sheet information related to operating lease liabilities consisted of the following: SCHEDULE OF BALANCE SHEETS RELATED TO OPERATING LEASE LIABILITIES September 30, 2022 December 31, 2021 Weighted average remaining lease term in years 3.05 3.75 Weighted average discount rate 7.16 % 7.15 % We have elected to apply the short-term lease exception to the warehouse space we lease in Lancaster, Pennsylvania. This lease has a term of 12 2,100 3,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES Royalty Agreements During 2016, Conversion Labs PR entered into a sole and exclusive license, royalty and advisory agreement with Pilaris Laboratories, LLC (“Pilaris”) relating to Pilaris’ PilarisMax shampoo formulation and conditioner. The term of the agreement will be the life of the US Patent held by Pilaris, ten years As consideration for granting Conversion Labs PR this license, Pilaris will receive on quarterly basis, 10 During 2018, the Company entered into a license agreement (the “Alphabet Agreement”) with M.ALPHABET, LLC (“Alphabet”), pursuant to which Alphabet agreed to license its PURPUREX business which consists of methods and compositions developed by Alphabet for the treatment of purpura, bruising, post-procedural bruising, and traumatic bruising (the “Product Line”). Pursuant to the license granted under the Alphabet Agreement, Conversion Labs PR obtains an exclusive license to incorporate (i) any intellectual property rights related to the Product Line and (ii) all designs, drawings, formulas, chemical compositions and specifications used or useable in the Product Line into one or more products manufactured, sold, and/or distributed by Alphabet for the treatment of purpura, bruising, post-procedural bruising and traumatic bruising and for all other fields of use or purposes (the “Licensed Product(s)”), and to make, have made, advertise, promote, market, sell, import, export, use, offer to sell, and distribute the Licensed Product(s) throughout the world with the exception of China, Hong Kong, Japan, and Australia (the “License”). The Company shall pay Alphabet a royalty equal to 13 Upon execution of the Alphabet Agreement, Alphabet was granted a 10 20,000 2.50 7,500,000 20,000 2.50 10,000,000 20,000 20,000,000 40,000 3.75 Purchase Commitments Many of the Company’s vendors require product deposits when a purchase order is placed for goods or fulfillment services related to inventory requirements. The Company’s history of product deposits with its inventory vendors, creates an implicit purchase commitment equaling the total expected product acceptance cost in excess of the product deposit. As of September 30, 2022 and December 31, 2021, the Company approximates its implicit purchase commitments to be $ 582 511 Legal Matters In the normal course of business operations, the Company may become involved in various legal matters. As of September 30, 2022, other than as set forth below, the Company’s management does not believe that there are any potential legal matters that could have an adverse effect on the Company’s consolidated financial position. On December 10, 2021, a purported breach of contract, breach of duty of good faith and fair dealing, unjust enrichment, quantum meruit, and fraud lawsuit, captioned Harborside Advisors LLC v. LifeMD, Inc. 1 i.e 200,000 5-for-1 10 1 i.e 200,000 5-for-1 5 5 i.e. 1,000,000 5-for-1 5,020,000 33,020,000 75,000 Harborside Advisors LLC v. LifeMD, Inc. Specialty Medical Drugstore, LLC D/B/A GoGoMeds v. LifeMD, Inc. 400 100 On December 10, 2021, a purported breach of contract, unjust enrichment, quantum meruit, and account stated lawsuit, captioned Specialty Medical Drugstore, LLC D/B/A GoGoMeds v. LifeMD, Inc. 273,859 273,859 Harborside Advisors LLC v. LifeMD, Inc. Specialty Medical Drugstore, LLC D/B/A GoGoMeds v. LifeMD, Inc. Specialty Medical Drugstore, LLC D/B/A GoGoMeds v. LifeMD, Inc., Harborside Advisors LLC v. LifeMD, Inc. 400 100 On February 28, 2022, a purported breach of contract lawsuit (with six counts of alleged breach, and indemnity reliance concerning reasonable costs and expenses), captioned William Blair LLC v. LifeMD, Inc. inter alia i.e. 1,000,000 The parties have exchanged written discovery requests and written responses. The Court ordered the completion of production of responsive documents by December 7, 2022 and scheduled a status hearing for December 14, 2022 to address discovery compliance and entry of a case management order. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Chief Executive Officer Conversion Labs PR utilizes office space in Puerto Rico, which is subleased from Fried LLC, a third party, and incurs expense of approximately $ 3,000 0 15,000 0 67,500 Conversion Labs PR utilizes BV Global Fulfillment (“BV Global”), previously owned by a related person (the “Owner”) of the Company’s CEO, to warehouse a portion of the Company’s finished goods inventory and for fulfillment services. On December 31, 2021, the Company entered into an Asset Purchase Agreement (the “APA”) with BV Global and the Owner, whereby BV Global and the Owner agreed to sell to the Company certain purchased assets of BV Global in exchange for approximately $ 9 13,000 16,000 The Company reimbursed BV Global a total of $ 660,877 1,079,403 61,824 WorkSimpli Software During the nine months ended September 30, 2022 and 2021, WorkSimpli utilized LegalSubmit Pvt. Ltd. (“LegalSubmit”), a company owned by WorkSimpli’s Chief Software Engineer, to provide software development services. WorkSimpli paid LegalSubmit a total of $ 403,424 240,187 1,054,747 599,527 Amended Officer Employment Agreements On April 1, 2022, Justin Schreiber, the Company’s CEO, entered into an Employment Agreement (the “Schreiber Employment Agreement”) with the Company. The Schreiber Employment Agreement is for an indefinite term and may be terminated with or without cause. Pursuant to the Schreiber Employment Agreement, Mr. Schreiber will receive an annual base salary of $ 300,000 75 On January 27, 2022, the Company and Marc Benathen, our Chief Financial Officer (“CFO”), entered into the First Amendment to his employment agreement to provide that Mr. Benathen receive 75,000 25,000 250,000 On January 27, 2022, the Company and Eric H. Yecies, our General Counsel (“GC”) and Chief Compliance Officer (“CCO”), entered into the First Amendment to his employment agreement to provide that our CCO receive 37,500 12,500 105,000 Officer Appointment On February 4, 2022, Maria Stan was appointed as Controller and Principal Accounting Officer of the Company. In connection with her appointment as Principal Accounting Officer, Ms. Stan entered into an amendment to her employment agreement with the Company, whereby the Company granted her an additional long-term incentive award of 15,000 5,000 50,000 Board of Director Appointment On September 14, 2022, the Company appointed Robert Jindal as a member of the Board. In connection with the appointment to the Board, the Company and Mr. Jindal entered into a director agreement (the “Director Agreement”), whereby, as compensation for his services as a member of the Board, Mr. Jindal received: (i) a grant of 75,000 37,500 37,500 a stock option to purchase 37,500 6,000 |
SEGMENT DATA
SEGMENT DATA | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 11 – SEGMENT DATA Our portfolio of brands are included within two operating segments: Telehealth and WorkSimpli. We believe our current segments and brands within our segments complement one another and position us well for future growth. Relevant segment data for the three and nine months ended September 30, 2022 and 2021 is as follows: SCHEDULE OF RELEVANT SEGMENT DATA 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Telehealth Revenue $ 21,365,178 $ 18,540,897 $ 66,231,202 $ 47,623,822 Gross margin 78.9 % 73.2 % 78.8 % 74.6 % Operating loss $ (7,423,742 ) $ (12,150,140 ) $ (36,668,305 ) $ (37,047,599 ) WorkSimpli Revenue $ 10,047,291 $ 6,406,302 $ 24,682,602 $ 17,835,100 Gross margin 97.9 % 98.0 % 97.7 % 98.2 % Operating income (loss) $ 606,041 $ (441,164 ) $ 1,104,465 $ (3,588,805 ) Consolidated Revenue $ 31,412,469 $ 24,947,199 $ 90,913,804 $ 65,458,922 Gross margin 85.0 % 79.6 % 83.9 % 81.0 % Operating loss $ (6,817,701 ) $ (12,591,304 ) $ (35,563,840 ) $ (40,636,404 ) Relevant segment data as of September 30, 2022 and December 31, 2021 is as follows: September 30, 2022 December 31, 2021 Total Assets Telehealth $ 25,513,814 $ 48,056,920 WorkSimpli 7,847,747 1,866,323 Consolidated $ 33,361,561 $ 49,923,243 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these consolidated financial statements were issued and has identified the following: In November 2022, the Company issued an aggregate of 95,000 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete audited financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2021, included in our 2021 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 or for any future period. |
Principles of Consolidation | Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, Consolidation The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, LifeMD PR, Cleared, its majority owned subsidiary, WorkSimpli, and LifeMD PC, the Company’s affiliated, variable interest entity in which we hold a controlling financial interest. During the year ended December 31, 2021, the Company purchased an additional 34.6 85.6 73.64 All significant intercompany transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. As of September 30, 2022 and December 31, 2021, there were no cash equivalents. The Company maintains deposits in financial institutions in excess of amounts guaranteed by the Federal Deposit Insurance Corporation. Cash and cash equivalents are maintained at financial institutions, and at times, balances may exceed federally insured limits. We have not experienced any losses related to these balances. |
Variable Interest Entities | Variable Interest Entities In accordance with ASC 810, Consolidation The Company determined that the LifeMD PC entity, the Company’s affiliated network of medical Professional Corporations and medical Professional Associations administratively led by LifeMD Southern Patient Medical Care, P.C., is a VIE and subject to consolidation. LifeMD PC and the Company do not have any stockholders in common. LifeMD PC is owned by licensed physicians, and the Company maintains a managed service agreement with LifeMD PC whereby we provide all non-clinical services to LifeMD PC. The Company determined that it is the primary beneficiary of LifeMD PC and must consolidate, as we have both the power to direct the activities of LifeMD PC that most significantly impact the economic performance of the entity and we have the obligation to absorb the losses. As a result, the Company presents the financial position, results of operations, and cash flows of LifeMD PC as part of the consolidated financial statements of the Company. There is no non-controlling interest upon consolidation of LifeMD PC. Total revenue and net loss for LifeMD PC was approximately $ 124 1.0 124 3.9 |
Use of Estimates | Use of Estimates The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the determination of reserves for accounts receivable, returns and allowances, the valuation of inventory, and stockholders’ equity-based transactions. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to conform the prior year’s data to the current presentation. These reclassifications have no effect on previously reported operating loss, stockholders’ deficit, or cash flows. Given the increase in the Company’s software business and to conform the Company’s presentation of operating results to industry standards, the Company has changed their categories for reporting operations and, as a result, the Company has made reclassifications to the prior year presentation in order to conform it to the current periods’ presentation. The reclassifications include ($ 3,026 126,437 |
Revenue Recognition | Revenue Recognition The Company records revenue under the adoption of ASC 606, Revenue from Contracts with Customers 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue For the Company’s product-based contracts with customers, the Company has determined that there is one performance obligation, which is the delivery of the product; this performance obligation is transferred at a discrete point in time. The Company generally records sales of finished products once the customer places and pays for the order, with the product being simultaneously shipped by a third-party fulfillment service provider; in limited cases, the customer does not obtain control until the product reaches the customer’s delivery site; in these limited cases, recognition of revenue should be deferred until that time, however, the Company does not have a process to properly record the recognition of revenue if orders are not immediately shipped, and deems the impact to be immaterial. In all cases, delivery is considered to have occurred when the customer obtains control, which is usually commensurate upon shipment of the product. In the case of its product-based contracts, the Company provides a subscription sensitive service based on the recurring shipment of products. The Company records the related revenue under the subscription agreements subsequent to receiving the monthly product order, recording the revenue at the time it fulfills the shipment obligation to the customer. For its product-based contracts with customers, the Company records an estimate for provisions of discounts, returns, allowances, customer rebates, and other adjustments for its product shipments; this estimate is reflected as contra revenues in arriving at reported net revenues. The Company’s discounts and customer rebates are known at the time of sale; correspondingly, the Company reduces gross product sales for such discounts and customer rebates. The Company estimates customer returns and allowances based on information derived from historical transaction detail and accounts for such provisions as contra revenue during the same period in which the related revenues are earned. The Company has determined that the population of its product-based contracts with customers are homogenous, supporting the ability to record estimates for returns and allowances to be applied to the entire product-based portfolio population. Customer discounts, returns, and rebates on telehealth revenues approximated $ 1.1 871 4.2 3.5 The Company, through its majority-owned subsidiary WorkSimpli, offers a subscription-based service providing a suite of software applications to its subscribers, principally on a monthly subscription basis. The software suite allows the subscriber/user to convert almost any type of document to another electronic form of editable document, providing ease of editing. For these subscription-based contracts with customers, the Company offers an initial 14-day trial period which is billed at $ 1.95 2.4 1.5 710 377 1.7 1.6 For the three and nine months ended September 30, 2022 and 2021, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Three Months Ended September 30, Nine Months Ended September 30, 2022 % 2021 % 2022 % 2021 % Telehealth revenue $ 21,365,178 68 % $ 18,540,897 74 % $ 66,231,202 73 % $ 47,623,822 73 % WorkSimpli revenue 10,047,291 32 % 6,406,302 26 % 24,682,602 27 % 17,835,100 27 % Total net revenue $ 31,412,469 100 % $ 24,947,199 100 % $ 90,913,804 100 % $ 65,458,922 100 % |
Deferred Revenues | Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. The Company’s deferred revenues relate to payments received for the in-process monthly or yearly contracts with customers and a portion attributable to the yet to be recognized initial 14-day trial period collections. SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Beginning of period $ 1,992,502 $ 1,381,938 $ 1,499,880 $ 916,880 Additions 9,346,553 6,020,061 23,567,740 17,233,084 Revenue recognized (8,985,903 ) (5,966,018 ) (22,714,468 ) (16,713,983 ) End of period $ 2,353,152 $ 1,435,981 $ 2,353,152 $ 1,435,981 |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets are included in right-of-use assets, net on the unaudited condensed consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current operating lease liabilities and noncurrent operating lease liabilities, respectively, on the unaudited condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded in the balance sheet. |
Accounts Receivable | Accounts Receivable Accounts receivable principally consist of amounts due from third-party merchant processors, who process our subscription revenues; the merchant accounts balance receivable represents the charges processed by the merchants that have not yet been deposited with the Company. The unsettled merchant receivable amount normally represents processed sale transactions from the final one to three days of the month, with collections being made by the Company within the first week of the following month. Management determines the need, if any, for an allowance for future credits to be granted to customers, by regularly evaluating aggregate customer refund activity, coupled with the consideration and current economic conditions in its evaluation of an allowance for future refunds and chargebacks. As of September 30, 2022 and December 31, 2021, the reserve for sales returns and allowances was approximately $ 344 477 |
Inventory | Inventory As of September 30, 2022 and December 31, 2021, inventory primarily consisted of finished goods related to the Company’s OTC products included in the telehealth revenue section of the table above. Inventory is maintained at the Company’s third-party warehouse location in Wyoming and at various Amazon fulfillment centers. The Company also maintains inventory at a company owned warehouse in Pennsylvania. Inventory is valued at the lower of cost or net realizable value, with cost determined on an average cost basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to net realizable, if lower. As of September 30, 2022 and December 31, 2021, the Company recorded an inventory reserve in the amount of $ 44 57 As of September 30, 2022 and December 31, 2021, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY September 30, December 31, 2022 2021 Finished Goods - Products $ 2,829,053 $ 1,592,654 Raw materials and packaging components 891,399 81,427 Inventory reserve (44,321 ) (57,481 ) Total Inventory - net $ 3,676,131 $ 1,616,600 |
Product Deposit | Product Deposit Many of our vendors require deposits when a purchase order is placed for goods or fulfillment services. These deposits typically range from 10 33 108 204 582 511 |
Capitalized Software Costs | Capitalized Software Costs The Company capitalizes certain internal payroll costs and third-party costs related to internally developed software and amortizes these costs using the straight-line method over the estimated useful life of the software, generally three years. The Company does not sell internally developed software other than through the use of subscription service. Certain development costs not meeting the criteria for capitalization, in accordance with ASC 350-40 , Internal-Use Software 10.3 3.6 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently, if events or changes in circumstances indicate that the asset may be impaired. Goodwill in the amount of $ 8.4 2.7 related to a decline in the estimated fair value of Cleared as a result of a decline in the Cleared financial projections Other intangible assets are amortized over their estimated lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets include equipment, capitalized software, and intangible assets subject to amortization. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, an impairment is recognized as the amount by which the carrying amount of the assets exceeds the estimated fair values of the assets. As of September 30, 2022 and December 31, 2021, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. |
Paycheck Protection Program | Paycheck Protection Program During the year ended December 31, 2020, the Company received aggregate loan proceeds in the amount of approximately $ 249,000 1 During the nine months ended September 30, 2022 and 2021, the Company had a total of $ 63,400 184,914 63,400 |
Income Taxes | Income Taxes The Company files corporate federal, state, and local tax returns. LifeMD PR and WorkSimpli file tax returns in Puerto Rico. Both are limited liability companies and file separate tax returns with any tax liabilities or benefits passing through to its members. The Company records current and deferred taxes in accordance with ASC 740, Accounting for Income Taxes i.e. |
Stock-Based Compensation | Stock-Based Compensation The Company follows the provisions of ASC 718, Share-Based Payment |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share (“EPS”) is based on the weighted average number of shares outstanding during each period presented. Convertible securities, warrants, and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. The Company follows the provisions of ASC 260, Diluted Earnings per Share The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive, even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Series B Preferred Stock 1,369,581 1,229,581 1,334,421 1,195,446 Restricted Stock Units (RSUs) 1,830,750 996,375 1,563,000 569,417 Stock options 4,007,698 4,170,900 4,214,609 4,193,100 Warrants 3,859,638 3,888,438 3,859,638 3,807,899 Potentially dilutive securities 11,067,667 10,285,294 10,971,668 9,765,862 |
Segment Data | Segment Data Our portfolio of brands are included within two operating segments: Telehealth and WorkSimpli. We believe our current segments and brands within our segments complement one another and position us well for future growth. Segment operating results are reviewed by the chief operating decision maker to make determinations about resources to be allocated and to assess performance. Other factors, including type of business, revenue recognition and operating results, are reviewed in determining the Company’s operating segments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued expenses, and the face amount of notes payable approximate fair value for all periods presented. |
Concentrations of Risk | Concentrations of Risk The Company monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company, at times, maintains balances in various operating accounts in excess of federally insured limits. We are dependent on certain third-party manufacturers and pharmacies, although we believe that other contract manufacturers or third-party pharmacies could be quickly secured if any of our current manufacturers or pharmacies cease to perform adequately. As of September 30, 2022, we utilized four (4) suppliers for fulfillment services, seven (7) suppliers for manufacturing finished goods, four (4) suppliers for packaging, bottling, and labeling, and three (3) suppliers for prescription medications. As of December 31, 2021, we utilized four (4) suppliers for fulfillment services, six (6) suppliers for manufacturing finished goods and four (4) suppliers for packaging, bottling, and labeling. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers |
Other Recent Accounting Pronouncements | Other Recent Accounting Pronouncements All other accounting standards updates that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DISAGGREGATED REVENUE | For the three and nine months ended September 30, 2022 and 2021, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Three Months Ended September 30, Nine Months Ended September 30, 2022 % 2021 % 2022 % 2021 % Telehealth revenue $ 21,365,178 68 % $ 18,540,897 74 % $ 66,231,202 73 % $ 47,623,822 73 % WorkSimpli revenue 10,047,291 32 % 6,406,302 26 % 24,682,602 27 % 17,835,100 27 % Total net revenue $ 31,412,469 100 % $ 24,947,199 100 % $ 90,913,804 100 % $ 65,458,922 100 % |
SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY | The Company records deferred revenues when cash payments are received or due in advance of its performance. The Company’s deferred revenues relate to payments received for the in-process monthly or yearly contracts with customers and a portion attributable to the yet to be recognized initial 14-day trial period collections. SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Beginning of period $ 1,992,502 $ 1,381,938 $ 1,499,880 $ 916,880 Additions 9,346,553 6,020,061 23,567,740 17,233,084 Revenue recognized (8,985,903 ) (5,966,018 ) (22,714,468 ) (16,713,983 ) End of period $ 2,353,152 $ 1,435,981 $ 2,353,152 $ 1,435,981 |
SUMMARY OF INVENTORY | As of September 30, 2022 and December 31, 2021, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY September 30, December 31, 2022 2021 Finished Goods - Products $ 2,829,053 $ 1,592,654 Raw materials and packaging components 891,399 81,427 Inventory reserve (44,321 ) (57,481 ) Total Inventory - net $ 3,676,131 $ 1,616,600 |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES | The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive, even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Series B Preferred Stock 1,369,581 1,229,581 1,334,421 1,195,446 Restricted Stock Units (RSUs) 1,830,750 996,375 1,563,000 569,417 Stock options 4,007,698 4,170,900 4,214,609 4,193,100 Warrants 3,859,638 3,888,438 3,859,638 3,807,899 Potentially dilutive securities 11,067,667 10,285,294 10,971,668 9,765,862 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES | The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Purchase price, net of cash acquired $ 9,091,762 Less: Intangible assets 1,065,071 Inventory 7,168 Fixed assets 37,888 Accounts payable and other current liabilities (408,030 ) Goodwill $ 8,389,665 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | As of September 30, 2022 and December 31, 2021, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS September 30, December 31, Amortizable 2022 2021 Life Amortizable Intangible Assets: ResumeBuild brand 4,500,000 - 5 years Customer relationship asset 1,006,840 1,006,840 3 years Cleared trade name 133,339 - 5 years Cleared developed technology 12,920 - 1 year Cleared customer relationships 918,812 - 10 years Purchased licenses 200,000 200,000 10 years Website domain name 22,731 22,231 3 years Less: accumulated amortization ( 1,876,092 ) ( 1,209,310 ) Total net amortizable intangible assets $ 4,918,550 $ 19,761 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | As of September 30, 2022 and December 31, 2021, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, December 31, 2022 2021 Accrued selling and marketing expenses $ 3,152,143 $ 4,981,453 Accrued compensation 1,437,560 1,657,843 Accrued dividends payable 776,563 871,476 Sales tax payable 2,401,583 2,000,000 Purchase price payable 1,674,469 - Other accrued expenses 1,640,036 2,084,833 Total accrued expenses $ 11,082,354 $ 11,595,605 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE | The following is a summary of outstanding and exercisable warrants activity during the nine months ended September 30, 2022: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 3,888,438 $ 1.40 12.00 5.85 $ 5.59 Exercised (22,000 ) 1.75 - 1.75 Cancelled/Forfeited/Expired (6,800 ) 2.00 - 2.00 Balance at September 30, 2022 3,859,638 $ 1.40 12.00 5.15 $ 5.61 Exercisable December 31, 2021 2,621,307 $ 1.40 12.00 6.36 $ 5.98 Exercisable September 30, 2022 3,760,906 $ 1.40 12.00 5.17 $ 5.66 |
Service-Based Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | The following is a summary of outstanding service-based options activity (prior to the establishment of our 2020 Plan above) for the nine months ended September 30, 2022: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 1,658,733 $ 1.00 19.61 5.85 $ 5.45 Granted 50,000 4.12 4.26 4.12 Exercised (149,400 ) 1.00 2.00 0.19 1.23 Cancelled/Forfeited/Expired (120,000 ) 1.00 4.12 4.26 4.12 Balance at September 30, 2022 1,439,333 $ 1.00 19.61 5.88 $ 6.11 Exercisable December 31, 2021 1,019,164 $ 1.00 19.61 5.21 $ 3.60 Exercisable at September 30, 2022 1,087,719 $ 1.00 19.61 5.84 $ 5.04 |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | The following is a summary of outstanding performance-based options activity for the nine months ended September 30, 2022: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 535,000 $ 1.25 2.50 5.59 $ 1.60 Granted 150,000 4.12 3.26 4.12 Cancelled/Forfeited/Expired (150,000 ) 4.12 3.26 4.12 Balance at September 30, 2022 535,000 $ 1.25 2.50 4.84 $ 1.60 Exercisable December 31, 2021 100,000 $ 1.75 2.50 1.96 $ 2.01 Exercisable at September 30, 2022 100,000 $ 1.75 2.50 1.22 $ 2.01 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE | The following is a summary of outstanding RSU activity outside of the 2020 Plan for the nine months ended September 30, 2022: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSUs Outstanding Balance at December 31, 2021 600,000 Granted 60,000 Vested (80,000 ) Balance at September 30, 2022 580,000 |
Restricted Stock Units (RSUs) [Member] | 2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE | The following is a summary of outstanding RSU activity under our 2020 Plan for the nine months ended September 30, 2022: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSUs Outstanding Balance at December 31, 2021 375,375 Granted 1,047,500 Vested (172,125 ) Balance at September 30, 2022 1,250,750 |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | The following is a summary of outstanding options activity under our 2020 Plan for the nine months ended September 30, 2022: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 2,063,500 $ 4.57 21.02 8.04 $ 9.41 Granted 132,000 2.52 13.74 3.98 7.20 Cancelled/Forfeited/Expired (162,135 ) 5.08 13.74 8.40 8.99 Balance at September 30, 2022 2,033,365 $ 2.52 21.02 7.06 $ 9.30 Exercisable at December 31, 2021 636,229 $ 4.57 21.02 8.95 $ 9.18 Exercisable at September 30, 2022 1,154,107 $ 2.52 21.02 7.97 $ 9.41 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES | The table below reconciles the undiscounted future minimum lease payments under the above noted operating leases to the total operating lease liabilities recognized on the consolidated balance sheet as of September 30, 2022: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Remainder of fiscal year 2022 $ 225,519 Fiscal year 2023 732,409 Fiscal year 2024 484,580 Fiscal year 2025 68,850 Less: imputed interest (103,419 ) Present value of operating lease liabilities $ 1,407,939 |
SCHEDULE OF CASH FLOW RELATED TO OPERATING LEASE LIABILITIES | Supplemental cash flow information related to operating lease liabilities consisted of the following: SCHEDULE OF CASH FLOW RELATED TO OPERATING LEASE LIABILITIES September 30, 2022 2021 Cash paid for operating lease liabilities $ 517,871 $ 269,806 |
SCHEDULE OF BALANCE SHEETS RELATED TO OPERATING LEASE LIABILITIES | Supplemental balance sheet information related to operating lease liabilities consisted of the following: SCHEDULE OF BALANCE SHEETS RELATED TO OPERATING LEASE LIABILITIES September 30, 2022 December 31, 2021 Weighted average remaining lease term in years 3.05 3.75 Weighted average discount rate 7.16 % 7.15 % |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF RELEVANT SEGMENT DATA | Our portfolio of brands are included within two operating segments: Telehealth and WorkSimpli. We believe our current segments and brands within our segments complement one another and position us well for future growth. Relevant segment data for the three and nine months ended September 30, 2022 and 2021 is as follows: SCHEDULE OF RELEVANT SEGMENT DATA 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Telehealth Revenue $ 21,365,178 $ 18,540,897 $ 66,231,202 $ 47,623,822 Gross margin 78.9 % 73.2 % 78.8 % 74.6 % Operating loss $ (7,423,742 ) $ (12,150,140 ) $ (36,668,305 ) $ (37,047,599 ) WorkSimpli Revenue $ 10,047,291 $ 6,406,302 $ 24,682,602 $ 17,835,100 Gross margin 97.9 % 98.0 % 97.7 % 98.2 % Operating income (loss) $ 606,041 $ (441,164 ) $ 1,104,465 $ (3,588,805 ) Consolidated Revenue $ 31,412,469 $ 24,947,199 $ 90,913,804 $ 65,458,922 Gross margin 85.0 % 79.6 % 83.9 % 81.0 % Operating loss $ (6,817,701 ) $ (12,591,304 ) $ (35,563,840 ) $ (40,636,404 ) Relevant segment data as of September 30, 2022 and December 31, 2021 is as follows: September 30, 2022 December 31, 2021 Total Assets Telehealth $ 25,513,814 $ 48,056,920 WorkSimpli 7,847,747 1,866,323 Consolidated $ 33,361,561 $ 49,923,243 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Jan. 18, 2022 | Oct. 04, 2021 | Oct. 04, 2021 | Aug. 04, 2021 | Jul. 13, 2021 | Jun. 08, 2021 | Jun. 08, 2021 | Jun. 01, 2021 | Jun. 01, 2021 | Feb. 11, 2021 | Feb. 28, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 22, 2022 | Jan. 22, 2021 | Apr. 25, 2019 | Sep. 30, 2018 | Apr. 01, 2016 | |
Common stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||
Payments to acquire businesses, net of cash acquired | $ 460,000 | $ 1,012,395 | |||||||||||||||||||||
Milestone payments | 3,460,000 | ||||||||||||||||||||||
Conversion of Stock, Amount Converted | 507,000 | ||||||||||||||||||||||
Consideration paid | 9,100,000 | ||||||||||||||||||||||
Business acquisition periodic payments | $ 500,000 | ||||||||||||||||||||||
Percentage of payment acquistion | 15% | ||||||||||||||||||||||
[custom:AssetAcquisitionClosing] | $ 62,500 | ||||||||||||||||||||||
Partnership description | On July 13, 2021, the Company, on behalf of its customers, entered into an agreement to engage Quest Diagnostics Incorporated (“Quest Diagnostics”) as the Company’s laboratory services provider to perform certain clinical laboratory diagnostic services based on orders submitted to Quest Diagnostics by licensed health care providers who are under contract with the Company and are authorized under U.S. federal or state law to order laboratory tests. Patients of LifeMD Inc.’s affiliated providers gain access to more than 150 of the most ordered laboratory tests at preferential prices, and which can be completed in the comfort, safety, and convenience of their home or office, or at any one of Quest Diagnostics’ 2,000 facilities. | ||||||||||||||||||||||
Concentration Risk, Patent and Other Rights, description | Particle Health enables healthcare companies by offering simple, secure access to vital medical data. With Particle Health’s platform and patient consent, licensed affiliated medical providers on the LifeMD primary care platform gain instant access to comprehensive patient health records, therefore enabling best-in-class, personalized care through a deeper understanding of their patients’ medical histories. | ||||||||||||||||||||||
Sale of common stock under ATM, shares | 400,000 | ||||||||||||||||||||||
Issuance of private placement | $ 32,000,000 | $ 15,000,000 | $ 60,000,000 | $ 60,000,000 | $ 15,000,000 | 13,495,270 | |||||||||||||||||
Notes payable, current | $ 63,400 | ||||||||||||||||||||||
Purchase agreement payable | $ 15,000,000 | 15,000,000 | |||||||||||||||||||||
Going concern ability description | Under the 2021 Shelf at the time of effectiveness, the Company had the ability to raise up to $150 million by selling common stock, preferred stock, debt securities, warrants, and units. In conjunction with the 2021 Shelf, the Company also entered into the ATM Sales Agreement whereby the Company may offer and sell, from time to time, shares of common stock having an aggregate offering price of up to $60 million | Under the 2021 Shelf at the time of effectiveness, the Company had the ability to raise up to $150 million by selling common stock, preferred stock, debt securities, warrants, and units. | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 493,481 | ||||||||||||||||||||||
New issues | $ 493,481 | $ 58,500,000 | |||||||||||||||||||||
Proceeds from stock issuance | 55,300,000 | ||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock, shares, issued | 31,457,775 | 31,457,775 | 30,704,434 | ||||||||||||||||||||
Preferred stock, dividend | $ 2.21875 | ||||||||||||||||||||||
Percentage of preferred stock liquidation preference | 8.875% | ||||||||||||||||||||||
Preferred stock, liquidation preference | $ 25 | $ 25 | |||||||||||||||||||||
Accumulated deficit | $ 177,851,083 | $ 177,851,083 | $ 141,921,085 | ||||||||||||||||||||
Cash | $ 3,400,000 | $ 3,400,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares issued | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Underwriting shares | 210,000 | 210,000 | 210,000 | ||||||||||||||||||||
Shares And Securities [Member] | |||||||||||||||||||||||
Raise up funds | $ 150,000,000 | $ 150,000,000 | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Sale of common stock under ATM, shares | 70,786 | 70,786 | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 493,481 | ||||||||||||||||||||||
New issues | $ 708 | $ 493,481 | |||||||||||||||||||||
Management [Member] | |||||||||||||||||||||||
Accumulated deficit | $ 178,000,000 | $ 178,000,000 | |||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Price per share | 6 | 6 | 6 | ||||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||||||
Consideration paid | $ 4,000,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Early repayment of subordinated debt | 15,000,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | |||||||||||||||||||||||
Notes payable, current | $ 15,000,000 | $ 15,000,000 | |||||||||||||||||||||
Purchase of warrants | 1,500,000 | 1,500,000 | |||||||||||||||||||||
Warrant, exercise price | $ 12 | $ 12 | |||||||||||||||||||||
Warrant or right, reason for issuance, description | 500,000 warrants were issued to the Purchaser upon closing with the remaining 1,000,000 warrants only issued to the Purchaser in increments of 500,000 if the Debenture remains outstanding for twelve and twenty four months, respectively, following the closing date of the June 1, 2021 Purchase Agreement. | ||||||||||||||||||||||
Debt instrument, term | 3 years | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Investors [Member] | |||||||||||||||||||||||
Common stock, par or stated value per share | $ 0.01 | ||||||||||||||||||||||
Sale of common stock under ATM, shares | 608,696 | ||||||||||||||||||||||
Stock issued price per share | $ 23 | ||||||||||||||||||||||
Issuance of private placement | $ 13,500,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Investors [Member] | Purchase Price [Member] | |||||||||||||||||||||||
Issuance of private placement | $ 14,000,000 | ||||||||||||||||||||||
ATM Sales Agreement [Member] | |||||||||||||||||||||||
Proceeds from stock issuance | 59,500,000 | ||||||||||||||||||||||
Shelf Agreement [Member] | |||||||||||||||||||||||
Proceeds from stock issuance | $ 32,000,000 | ||||||||||||||||||||||
Preferred Underwriting Agreement [Member] | |||||||||||||||||||||||
Preferred stock, shares issued | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||||||||||||||
Preferred stock, dividend rate, percentage | 8.875% | ||||||||||||||||||||||
Preferred Underwriting Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Price per share | 25 | 25 | 25 | ||||||||||||||||||||
Common Underwriting Agreement [Member] | |||||||||||||||||||||||
Common stock, shares, issued | 3,833,334 | 3,833,334 | 3,833,334 | ||||||||||||||||||||
BRiley Securities Inc [Member] | |||||||||||||||||||||||
Common stock, shares, issued | 500,000 | 500,000 | 500,000 | ||||||||||||||||||||
Sales Agreement [Member] | |||||||||||||||||||||||
Issuance of private placement | $ 59,500,000 | ||||||||||||||||||||||
Second Anniversaries [Member] | |||||||||||||||||||||||
Milestone payments | $ 1,730,000 | ||||||||||||||||||||||
LegalSimpli Software, LLC [Member] | |||||||||||||||||||||||
Voting interests acquired | 51% | ||||||||||||||||||||||
Work Simpli Software Llc [Member] | |||||||||||||||||||||||
Equity interest in acquiree, percentage | 51% | ||||||||||||||||||||||
Immudyne PR LLC [Member] | |||||||||||||||||||||||
Equity method investment, ownership percentage | 78.20% | ||||||||||||||||||||||
Conversion Labs PR [Member] | |||||||||||||||||||||||
Equity method investment, ownership percentage | 100% | ||||||||||||||||||||||
LegalSimpli Software, LLC [Member] | |||||||||||||||||||||||
Equity method investment, ownership percentage | 73.64% | 73.64% | 85.60% | ||||||||||||||||||||
WorkSimpli [Member] | |||||||||||||||||||||||
Equity method investment, ownership percentage | 73.64% | 73.64% | 85.60% |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total revenues, net | $ 31,412,469 | $ 24,947,199 | $ 90,913,804 | $ 65,458,922 |
Net revenue, percentage | 100% | 100% | 100% | 100% |
Telehealth [Member] | ||||
Total revenues, net | $ 21,365,178 | $ 18,540,897 | $ 66,231,202 | $ 47,623,822 |
Net revenue, percentage | 68% | 74% | 73% | 73% |
WorkSimpli [Member] | ||||
Total revenues, net | $ 10,047,291 | $ 6,406,302 | $ 24,682,602 | $ 17,835,100 |
Net revenue, percentage | 32% | 26% | 27% | 27% |
SCHEDULE OF CONTRACT WITH CUSTO
SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Beginning of period | $ 1,992,502 | $ 1,381,938 | $ 1,499,880 | $ 916,880 |
Additions | 9,346,553 | 6,020,061 | 23,567,740 | 17,233,084 |
Revenue recognized | (8,985,903) | (5,966,018) | (22,714,468) | (16,713,983) |
End of period | $ 2,353,152 | $ 1,435,981 | $ 2,353,152 | $ 1,435,981 |
SUMMARY OF INVENTORY (Details)
SUMMARY OF INVENTORY (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Finished Goods - Products | $ 2,829,053 | $ 1,592,654 | |
Raw materials and packaging components | 891,399 | 81,427 | |
Inventory reserve | $ (44,000) | (44,321) | (57,481) |
Total Inventory - net | $ 3,676,131 | $ 3,676,131 | $ 1,616,600 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Potentially dilutive securities | 11,067,667 | 10,285,294 | 10,971,668 | 9,765,862 |
Restricted Stock Units (RSUs) [Member] | ||||
Potentially dilutive securities | 1,830,750 | 996,375 | 1,563,000 | 569,417 |
Share-Based Payment Arrangement, Option [Member] | ||||
Potentially dilutive securities | 4,007,698 | 4,170,900 | 4,214,609 | 4,193,100 |
Warrant [Member] | ||||
Potentially dilutive securities | 3,859,638 | 3,888,438 | 3,859,638 | 3,807,899 |
Series B Convertible Preferred Stock [Member] | ||||
Potentially dilutive securities | 1,369,581 | 1,229,581 | 1,334,421 | 1,195,446 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Net income (loss) | $ (7,281,673) | $ (14,353,375) | $ (33,600,309) | $ (42,786,458) | ||||
Development costs | $ 821,636 | 128,134 | $ 1,951,039 | 561,793 | ||||
Subscription price per share | $ 1.95 | $ 1.95 | ||||||
Contract with customer, liability, current | $ 2,400,000 | $ 2,400,000 | $ 1,500,000 | |||||
Sales returns and allowances | 344,000 | 344,000 | 477,000 | |||||
Inventory reserve | 44,000 | 44,000 | $ 44,321 | 57,481 | ||||
Deposits assets, current | 108,051 | 108,051 | 203,556 | |||||
Purchase obligation | 582,000 | 582,000 | 511,000 | |||||
Capitalized software costs | 10,300,000 | 10,300,000 | 3,600,000 | |||||
Goodwill | 5,654,665 | 5,654,665 | $ 8,400,000 | |||||
Good will impairment loss | 2,735,000 | |||||||
Proceeds from aggregate loan received | 15,000,000 | |||||||
Principal of paycheck protection loans forgiven | 63,400 | 184,914 | ||||||
Notes payable, current | 63,400 | |||||||
Paycheck Protection Program Loan [Member] | ||||||||
Proceeds from aggregate loan received | $ 249,000 | |||||||
Interest rate on loan | 1% | |||||||
Principal of paycheck protection loans forgiven | $ 63,400 | 184,914 | ||||||
Notes payable, current | $ 63,400 | |||||||
Minimum [Member] | ||||||||
Percentage of interest-bearing domestic deposits | 10% | 10% | ||||||
Maximum [Member] | ||||||||
Percentage of interest-bearing domestic deposits | 33% | 33% | ||||||
Software Revenue [Member] | ||||||||
Customer discounts and allowance | $ 710,000 | 377,000 | $ 1,700,000 | 1,600,000 | ||||
Telehealth [Member] | ||||||||
Customer discounts and allowance | 1,100,000 | 871,000 | 4,200,000 | 3,500,000 | ||||
Other operating expense [Member] | ||||||||
Development costs | $ 3,026 | $ 126,437 | ||||||
LifeMD PC [Member] | ||||||||
Revenues | 124,000 | 124,000 | ||||||
Net income (loss) | $ 1,000,000 | $ 3,900,000 | ||||||
Work Simpli Software Llc [Member] | ||||||||
Percentage of ownership equity interest | 73.64% | 73.64% | 85.60% | |||||
Work Simpli Software Llc [Member] | ||||||||
Non-controlling interest rate | 34.60% |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) | Sep. 30, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Purchase price, net of cash acquired | $ 9,091,762 |
Intangible assets | 1,065,071 |
Inventory | 7,168 |
Fixed assets | 37,888 |
Accounts payable and other current liabilities | (408,030) |
Goodwill | $ 8,389,665 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Asset Acquisition [Line Items] | |||||
Consideration paid | $ 9,100,000 | ||||
Cash paid upfront | 1,000,000 | ||||
Future payable | 3,000,000 | ||||
Business combination, contingent consideration, asset | $ 5,100,000 | 5,100,000 | |||
Potential earn out | 72,800,000 | ||||
Aggregate goodwill recognized | 8,389,665 | 8,389,665 | |||
Reduction of contingent considerations | 248,000 | (2,487,000) | |||
Reduction of contingent considerations | (248,000) | 2,487,000 | |||
Goodwill, impairment loss | $ 2,735,000 | ||||
Payment acquisition | 15% | ||||
Acquisition closing | $ 62,500 | ||||
ResumeBuild [Member] | |||||
Asset Acquisition [Line Items] | |||||
Business combination, contingent consideration, asset | 50 | ||||
Asset Purchase Agreement [Member] | |||||
Asset Acquisition [Line Items] | |||||
Consideration paid | 4,000,000 | ||||
ResumeBuild [Member] | |||||
Asset Acquisition [Line Items] | |||||
Asset acquisition, price of acquisition, expected | $ 4,500,000 |
SCHEDULE OF GOODWILL AND INTANG
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ 1,876,092 | $ 1,209,310 |
Total net goodwill and amortizable intangible assets | 4,918,550 | 19,761 |
Resume Build Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Amortizable Intangible Assets | $ 4,500,000 | |
Amortizable Life | 5 years | |
Customer Relationship Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Amortizable Intangible Assets | $ 1,006,840 | 1,006,840 |
Amortizable Life | 3 years | |
Cleared Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Amortizable Intangible Assets | $ 133,339 | |
Amortizable Life | 5 years | |
Cleared Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Amortizable Intangible Assets | $ 12,920 | |
Amortizable Life | 1 year | |
Cleared Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Amortizable Intangible Assets | $ 918,812 | |
Amortizable Life | 10 years | |
Purchased Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Amortizable Intangible Assets | $ 200,000 | 200,000 |
Amortizable Life | 10 years | |
Website Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Amortizable Intangible Assets | $ 22,731 | $ 22,231 |
Amortizable Life | 3 years |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Goodwill | $ 5,654,665 | $ 5,654,665 | $ 8,400,000 | |||
Goodwill impairment charge | 2,735,000 | |||||
Amortization | 325,495 | $ 617 | 666,782 | $ 340,457 | ||
Amortization expense, remainder of fiscal year | $ 259,762 | 259,762 | ||||
2023 through 2026 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Amortization | 1,000,000 | |||||
2027 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Amortization | 200,000 | |||||
Two Thousand Twenty Eight Through Two Thousand Thirty One [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Amortization | $ 92,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued selling and marketing expenses | $ 3,152,143 | $ 4,981,453 |
Accrued compensation | 1,437,560 | 1,657,843 |
Accrued dividends payable | 776,563 | 871,476 |
Sales tax payable | 2,401,583 | 2,000,000 |
Purchase price payable | 1,674,469 | |
Other accrued expenses | 1,640,036 | 2,084,833 |
Total accrued expenses | $ 11,082,354 | $ 11,595,605 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||
Notes payable, current | $ 63,400 | |||||
Interest expense debt | $ 10,647 | |||||
Paycheck Protection Program Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 249,000 | |||||
Debt instrument, interest rate | 1% | |||||
Debt instrument, description | The proceeds of the PPP Loan must be used for payroll costs, lease payments on agreements entered into before February 15, 2020, and utility payments under lease agreements entered into before February 1, 2020. At least 60% of the proceeds must be used for payroll costs and certain other expenses, and no more than 40% may be used on non-payroll expenses | |||||
Gain (Loss) on debt settlement | $ 63,400 | $ 184,914 | ||||
Notes payable, current | $ 63,400 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, exercised | (29,691) | |
Service-Based Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding number of shares beginning | 1,658,733 | |
Weighted average remaining contractual life, exercisable, beginning | 5 years 10 months 6 days | |
Weighted average exercise price per share, beginning balance | $ 5.45 | |
Options outstanding number of shares granted | 50,000 | |
Exercise price per share, granted | $ 4.12 | |
Weighted average remaining contractual life, granted | 4 years 3 months 3 days | |
Weighted average exercise price per share, granted | $ 4.12 | |
Options outstanding number of shares cancelled/forfeited/expired | (120,000) | |
Excercise price per share,cancelled/forfeited/expired | $ 4.12 | |
Options outstanding number of shares ending | 1,439,333 | 1,658,733 |
Weighted average remaining contractual life, ending | 5 years 10 months 17 days | |
Weighted average exercise price per share, ending balance | $ 6.11 | $ 5.45 |
Number of options, exercisable, ending | 1,087,719 | 1,019,164 |
Weighted average remaining contractual life, exercisable, ending | 5 years 10 months 2 days | 5 years 2 months 15 days |
Weighted average exercise price per share, exercisable | $ 5.04 | $ 3.60 |
Number of shares, exercised | (149,400) | |
Weighted average remaining contractual life, exercised | 2 months 8 days | |
Weighted average exercise price per share, exercised | $ 1.23 | |
Contractual term,cancelled/forfeited/expired | 4.26 | |
Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding number of shares beginning | 535,000 | |
Weighted average remaining contractual life, exercisable, beginning | 5 years 7 months 2 days | |
Weighted average exercise price per share, beginning balance | $ 1.60 | |
Options outstanding number of shares granted | 150,000 | |
Exercise price per share, granted | $ 4.12 | |
Weighted average remaining contractual life, granted | 3 years 3 months 3 days | |
Weighted average exercise price per share, granted | $ 4.12 | |
Options outstanding number of shares cancelled/forfeited/expired | (150,000) | |
Exercise price , cancelled/forfeited/expired | 4.12 | |
Excercise price per share,cancelled/forfeited/expired | $ 4.12 | |
Options outstanding number of shares ending | 535,000 | 535,000 |
Weighted average remaining contractual life, ending | 4 years 10 months 2 days | |
Weighted average exercise price per share, ending balance | $ 1.60 | $ 1.60 |
Number of options, exercisable, ending | 100,000 | 100,000 |
Weighted average remaining contractual life, exercisable, ending | 1 year 2 months 19 days | |
Weighted average exercise price per share, exercisable | $ 2.01 | $ 2.01 |
Contractual term,cancelled/forfeited/expired | 3.26 | |
Weighted average remaining contractual life, exercisable, beginning | 1 year 11 months 15 days | |
Minimum [Member] | Service-Based Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price per share, beginning balance | $ 1 | |
Exercise price , cancelled/forfeited/expired | 1 | |
Exercise price per share | $ 1 | $ 1 |
Exercise price per share, exercised | 1 | |
Exercise price per share, exercisable | 1 | |
Minimum [Member] | Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price per share, beginning balance | 1.25 | |
Exercise price per share | 1.25 | 1.25 |
Exercise price per share, exercisable | 1.75 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionExercisableExercisePrice-2] | 1.75 | |
Maximum [Member] | Service-Based Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price per share, beginning balance | $ 19.61 | |
Exercise price , cancelled/forfeited/expired | 4.12 | |
Exercise price per share | $ 19.61 | 19.61 |
Exercise price per share, exercised | 2 | |
Exercise price per share, exercisable | 19.61 | |
Maximum [Member] | Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price per share, beginning balance | 2.50 | |
Exercise price per share | 2.50 | $ 2.50 |
Exercise price per share, exercisable | $ 2.50 | |
2020 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding number of shares beginning | 2,063,500 | |
Weighted average remaining contractual life, exercisable, beginning | 8 years 14 days | |
Weighted average exercise price per share, beginning balance | $ 9.41 | |
Options outstanding number of shares granted | 132,000 | |
Weighted average remaining contractual life, granted | 3 years 11 months 23 days | |
Weighted average exercise price per share, granted | $ 7.20 | |
Options outstanding number of shares cancelled/forfeited/expired | (162,135) | |
Weighted average remaining contractual life, cancelled/forfeited/expired | 8 years 4 months 24 days | |
Excercise price per share,cancelled/forfeited/expired | $ 8.99 | |
Options outstanding number of shares ending | 2,033,365 | 2,063,500 |
Weighted average remaining contractual life, ending | 7 years 21 days | |
Weighted average exercise price per share, ending balance | $ 9.30 | $ 9.41 |
Number of options, exercisable, ending | 1,154,107 | 636,229 |
Weighted average remaining contractual life, exercisable, ending | 7 years 11 months 19 days | 8 years 11 months 12 days |
Weighted average exercise price per share, exercisable | $ 9.41 | $ 9.18 |
2020 Plan [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price per share, beginning balance | 4.57 | |
Exercise price per share, granted | $ 2.52 | |
Exercise price , cancelled/forfeited/expired | 5.08 | |
Exercise price per share | $ 2.52 | 4.57 |
Number of options, exercise price, ending | 2.52 | 4.57 |
2020 Plan [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price per share, beginning balance | 21.02 | |
Exercise price per share, granted | $ 13.74 | |
Exercise price , cancelled/forfeited/expired | 13.74 | |
Exercise price per share | $ 21.02 | 21.02 |
Number of options, exercise price, ending | $ 21.02 | $ 21.02 |
SCHEDULE OF WARRANT AND RESTRIC
SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2022 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding number of shares, beginning balance | 600,000 |
Outstanding number of shares, granted | 60,000 |
Outstanding number of shares, vested | (80,000) |
Outstanding number of shares, ending balance | 580,000 |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding number of shares, beginning balance | 375,375 |
Outstanding number of shares, granted | 1,047,500 |
Outstanding number of shares, vested | (172,125) |
Outstanding number of shares, ending balance | 1,250,750 |
SCHEDULE OF WARRANT OUTSTANDING
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE (Details) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Outstanding number of shares, beginning balance | 3,888,438 | |
Weighted average remaining contractual life beginning | 5 years 10 months 6 days | |
Weighted average exercise price per share beginning | $ 5.59 | |
Outstanding number of shares, exercised | (22,000) | |
Exercise price per share, exercised | $ 1.75 | |
Weighted average exercise price per share, exercised | $ 1.75 | |
Outstanding number of shares, cancelled/forfeited/expired | (6,800) | |
Exercise price per share, cancelled/forfeited/expired | $ 2 | |
Weighted average exercise price per share, cancelled/forfeited/expired | $ 2 | |
Outstanding number of shares, ending balance | 3,859,638 | 3,888,438 |
Weighted average remaining contractual life, ending | 5 years 1 month 24 days | |
Weighted average exercise price per share ending | $ 5.61 | $ 5.59 |
Outstanding number of shares, exercisable, ending | 3,760,906 | 2,621,307 |
Weighted average remaining contractual life, exercisable, ending | 5 years 2 months 1 day | 6 years 4 months 9 days |
Weighted average exercise price per share exercisable ending | $ 5.66 | $ 5.98 |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share, beginning balance | 1.40 | |
Exercise price per share, ending balance | 1.40 | 1.40 |
Exercise price per share, exercisable, ending | 1.40 | 1.40 |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share, beginning balance | 12 | |
Exercise price per share, ending balance | 12 | 12 |
Exercise price per share, exercisable, ending | $ 12 | $ 12 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 04, 2021 | Oct. 04, 2021 | Jun. 08, 2021 | Jun. 08, 2021 | Jun. 01, 2021 | Jan. 22, 2021 | Dec. 09, 2020 | Jul. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 22, 2022 | Jun. 16, 2022 | Jun. 24, 2021 | Jan. 08, 2021 | Jan. 02, 2021 | |
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||||||||||
Preferred stock, at par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Undesignated preferred stock | 3,385,000 | 3,385,000 | |||||||||||||||||||
Going concern ability description | Under the 2021 Shelf at the time of effectiveness, the Company had the ability to raise up to $150 million by selling common stock, preferred stock, debt securities, warrants, and units. In conjunction with the 2021 Shelf, the Company also entered into the ATM Sales Agreement whereby the Company may offer and sell, from time to time, shares of common stock having an aggregate offering price of up to $60 million | Under the 2021 Shelf at the time of effectiveness, the Company had the ability to raise up to $150 million by selling common stock, preferred stock, debt securities, warrants, and units. | |||||||||||||||||||
Cash proceeds from private placement offering, net | $ 32,000,000 | $ 15,000,000 | $ 60,000,000 | $ 60,000,000 | $ 15,000,000 | $ 13,495,270 | |||||||||||||||
Proceeds from sale of securities | $ 55,300,000 | ||||||||||||||||||||
Stock issued during period shares warrants exercised | 29,691 | ||||||||||||||||||||
Cash proceeds from exercise of warrants | $ 90,400 | 820,750 | |||||||||||||||||||
Stock issued during period shares warrants exercised | 22,000 | ||||||||||||||||||||
Proceeds from warrant exercises | $ 38,500 | 480,609 | |||||||||||||||||||
Number of shares issued | 400,000 | ||||||||||||||||||||
Common stock share service | 211,250 | ||||||||||||||||||||
Net income loss attributable to noncontrolling interest | $ 83,737 | $ (62,706) | $ 154,464 | (531,182) | |||||||||||||||||
Net income loss attributable to noncontrolling interest | (83,737) | 62,706 | (154,464) | 531,182 | |||||||||||||||||
Payments to noncontrolling interests | 36,000 | $ 108,000 | 108,000 | ||||||||||||||||||
Note payable | $ 375,823 | ||||||||||||||||||||
Stock issued during period, value, other | 816,000 | ||||||||||||||||||||
2020 Plan [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of options granted | 132,000 | ||||||||||||||||||||
Contractual term | 7 years 21 days | ||||||||||||||||||||
Fair value of options granted | $ 833,030 | ||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Expected term | 4 years | ||||||||||||||||||||
Volatility, minimum | 135.65% | ||||||||||||||||||||
Volatility, maximum | 691.48% | ||||||||||||||||||||
Risk free rate, minimum | 0.90% | ||||||||||||||||||||
Risk free rate, maximum | 3.60% | ||||||||||||||||||||
Share based compensation | 1,402,130 | 1,638,354 | $ 4,886,737 | 3,834,429 | |||||||||||||||||
Unamortized expense | $ 7,916,419 | $ 7,916,419 | |||||||||||||||||||
LegalSimpli Software, LLC [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock issued during period, value, other | $ 100,000 | ||||||||||||||||||||
Conversion Labs PR LLC [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Debt conversion share issued | 37,531 | ||||||||||||||||||||
Stock issued during period, value, other | $ 100,000 | ||||||||||||||||||||
Conversion Labs PR LLC [Member] | LegalSimpli Software, LLC [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock issued during period, value, other | $ 300,000 | ||||||||||||||||||||
Share based payment award, description | The CVLB PR MIPA provides that the transaction may be completed in three (3) tranches, with a purchase price of $100,000 per tranche to be made at the sole discretion of Conversion Labs PR. Payment for the first tranche of $100,000 was made upon execution of the CVLB PR MIPA in January 2021. Payments for the second and third tranches were made on the 60-day anniversary and the 120-day anniversary of the WSS Effective Date | ||||||||||||||||||||
Fitzpatrick Options and Pathak Options [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Re-purchase of additional stock options | 13.25% | ||||||||||||||||||||
Purchase price per membership interest | $ 1 | $ 1 | |||||||||||||||||||
Fitzpatrick Options and Pathak Options [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Tranchee shares membership interest | 2,100 | 2,100 | |||||||||||||||||||
Fitzpatrick Options and Pathak Options [Member] | Minimum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Tranchee shares membership interest | 10,300 | 10,300 | |||||||||||||||||||
Sean Fitzpatrick [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Tranchee shares membership interest | 10,300 | ||||||||||||||||||||
Purchase price per membership interest | $ 1 | ||||||||||||||||||||
Sean Fitzpatrick [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Gross sales | $ 2,500,000 | ||||||||||||||||||||
Sean Fitzpatrick [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Gross sales | 4,000,000 | ||||||||||||||||||||
Sean Fitzpatrick [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Gross sales | $ 8,000,000 | ||||||||||||||||||||
Pathak Options [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Purchase price per membership interest | $ 1 | ||||||||||||||||||||
Pathak Options [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Gross sales | $ 2,500,000 | ||||||||||||||||||||
Pathak Options [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Gross sales | 4,000,000 | ||||||||||||||||||||
Pathak Options [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Gross sales | $ 8,000,000 | ||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 1,200,000 | ||||||||||||||||||||
Founding Members MIPAs [Member] | Conversion Labs PR LLC [Member] | LegalSimpli Software, LLC [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Membership interests purchases | 2,183 | ||||||||||||||||||||
Stock issued during period, value, other | $ 225,000 | ||||||||||||||||||||
Employees and Advisory Board Members [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of options granted | 332,000 | ||||||||||||||||||||
Employees and Advisory Board Members [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Contractual term | 5 years | ||||||||||||||||||||
Employees and Advisory Board Members [Member] | Minimum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Contractual term | 4 years | ||||||||||||||||||||
CVLB PR [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Re-purchase of additional stock options reduced | 100% | ||||||||||||||||||||
Conversion Labs PR LLC [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Re-purchase of additional stock options reduced | 51% | ||||||||||||||||||||
Conversion Labs PR LLC [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Re-purchase of additional stock options reduced | 85.58% | ||||||||||||||||||||
CLPR Ownership [Member] | Fitzpatrick Options and Pathak Options [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Re-purchase of additional stock options reduced | 72.98% | ||||||||||||||||||||
CLPR Ownership [Member] | Fitzpatrick Options and Pathak Options [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Re-purchase of additional stock options reduced | 73.64% | 73.64% | |||||||||||||||||||
CLPR Ownership [Member] | Fitzpatrick Options and Pathak Options [Member] | Minimum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Re-purchase of additional stock options reduced | 85.58% | 85.58% | |||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock issued during period shares warrants exercised | 90,400 | ||||||||||||||||||||
Cash proceeds from exercise of warrants | $ 90,400 | ||||||||||||||||||||
Service-Based Stock Options [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock issued during period shares warrants exercised | 149,400 | ||||||||||||||||||||
Number of shares issued | 29,691 | ||||||||||||||||||||
Number of options granted | 50,000 | ||||||||||||||||||||
Contractual term | 5 years 10 months 17 days | ||||||||||||||||||||
Fair value of options granted | $ 205,995 | ||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Expected term | 4 years | ||||||||||||||||||||
Share based compensation | $ 493,097 | 635,220 | $ 1,590,878 | 1,571,712 | |||||||||||||||||
Unamortized expense | 3,102,607 | $ 3,102,607 | |||||||||||||||||||
Volatility | 420.16% | ||||||||||||||||||||
Risk free interest percentage | 1.37% | ||||||||||||||||||||
Share based options exercised on cashless basis | 59,000 | ||||||||||||||||||||
Share based options exercised for cash | 90,400 | ||||||||||||||||||||
Performance Shares [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of options granted | 150,000 | ||||||||||||||||||||
Contractual term | 4 years 10 months 2 days | ||||||||||||||||||||
Fair value of options granted | $ 617,980 | ||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Expected term | 3 years 6 months | ||||||||||||||||||||
Share based compensation | 105,797 | 0 | $ 317,391 | 173,397 | |||||||||||||||||
Unamortized expense | 105,797 | $ 105,797 | |||||||||||||||||||
Volatility | 444% | ||||||||||||||||||||
Risk free interest percentage | 1.37% | ||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share based compensation | 225,279 | 0 | $ 1,163,978 | 0 | |||||||||||||||||
Unamortized expense | 5,072,421 | $ 5,072,421 | |||||||||||||||||||
Shares, granted | 60,000 | ||||||||||||||||||||
Net of forfeitures | $ 215,400 | ||||||||||||||||||||
Number of shares vested | 80,000 | ||||||||||||||||||||
Number of shares issued | 50,000 | ||||||||||||||||||||
Warrant for Services [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share based compensation | 407,312 | 604,974 | $ 1,617,260 | 1,814,922 | |||||||||||||||||
Unamortized expense | 29,968 | ||||||||||||||||||||
Warrant and Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share based compensation | $ 3,336,213 | 3,110,816 | 11,850,000 | 7,983,891 | |||||||||||||||||
Unamortized expense | 21,089,260 | ||||||||||||||||||||
ATM Sales Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Proceeds from sale of securities | 59,500,000 | ||||||||||||||||||||
Shelf Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Proceeds from sale of securities | $ 32,000,000 | ||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Membership interest percentage | 21.83333% | ||||||||||||||||||||
Number of shares issued | 2,000,000 | 1,000,000 | 2,000,000 | ||||||||||||||||||
Aggregate expenses | $ 18,060,000 | ||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Mr.Galluppi [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 1,000,000 | 500,000 | |||||||||||||||||||
Membership Interest Purchase Agreement [Member] | First Milestone [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 1,000,000 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 2.50 | ||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | First Milestone [Member] | Mr.Galluppi [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 500,000 | ||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Second Milestone [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 1,000,000 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 3.75 | ||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Second Milestone [Member] | Mr.Schreiber [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 500,000 | ||||||||||||||||||||
Fitzpatrick Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share based payment award, description | Concurrently with the WSS Restructuring, Conversion Labs PR entered into option agreements with Sean Fitzpatrick (the “Fitzpatrick Option Agreement”) and Varun Pathak (the “Pathak Option Agreement” and together with Fitzpatrick Option Agreement the “Option Agreements”), pursuant to which Conversion Labs PR granted options to purchase membership interest units of WSS. Upon vesting, the Fitzpatrick Options and the Pathak Options provide for the potential re-purchase of up to an additional 13.25% of WSS by Fitzpatrick and Pathak in the aggregate with Conversion Labs PR ownership ratably reduced to approximately 72.98 | ||||||||||||||||||||
Fitzpatrick Option Agreement [Member] | Mr.Sean Fitzpatrick [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share based payment award, description | The Fitzpatrick Option Agreement grants Sean Fitzpatrick the option to purchase 10,300 membership interest units of WSS for an exercise price of $1.00 per membership interest unit. The Fitzpatrick Options vest in accordance with the following (i) 3,434 membership interests upon WSS achieving $2,500,000 of gross sales in any fiscal quarter (ii) 3,434 membership interests upon WSS achieving $4,000,000 of gross sales in any fiscal quarter, and (iii) 3,434 membership interests upon WSS achieving $8,000,000 of gross sales with a ten percent (10%) net profit margin in any fiscal quarter | ||||||||||||||||||||
Pathak Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share based payment award, description | The Pathak Option Agreement grants Varun Pathak the option to purchase 2,100 membership interest units of WSS for an exercise price of $1.00 per membership interest unit. The Pathak Options vest in accordance with the following (i) 700 membership interests upon WSS achieving $2,500,000 of gross sales in any fiscal quarter (ii) 700 membership interests upon WSS achieving $4,000,000 of gross sales in any fiscal quarter, and (iii) 700 membership interests upon WSS achieving $8,000,000 of gross sales with a ten percent (10%) net profit margin in any fiscal quarter | ||||||||||||||||||||
2020 Plan [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Issuance of share based compensation | 4,800,000 | 3,300,000 | 1,500,000 | ||||||||||||||||||
Increase in share available | 150,000 | ||||||||||||||||||||
Remaining authorization of shares | 1,265,885 | 1,265,885 | |||||||||||||||||||
2020 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share based compensation | $ 702,598 | $ 232,268 | $ 2,273,756 | $ 589,431 | |||||||||||||||||
Unamortized expense | $ 4,862,048 | $ 4,862,048 | |||||||||||||||||||
Shares, granted | 1,047,500 | ||||||||||||||||||||
Net of forfeitures | $ 3,071,940 | ||||||||||||||||||||
Number of shares vested | 172,125 | ||||||||||||||||||||
Number of shares issued | 111,250 | ||||||||||||||||||||
2020 Plan [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Reserved for common stock future issuance | 1,500,000 | 1,500,000 | |||||||||||||||||||
Shares And Securities [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Raise up funds | $ 150,000,000 | $ 150,000,000 | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 1,610,000 | 1,610,000 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) | Sep. 30, 2022 USD ($) |
Leases | |
Remainder of fiscal year 2022 | $ 225,519 |
Fiscal year 2023 | 732,409 |
Fiscal year 2024 | 484,580 |
Fiscal year 2025 | 68,850 |
Less: imputed interest | (103,419) |
Present value of operating lease liabilities | $ 1,407,939 |
SCHEDULE OF CASH FLOW RELATED T
SCHEDULE OF CASH FLOW RELATED TO OPERATING LEASE LIABILITIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||
Cash paid for operating lease liabilities | $ 517,871 | $ 269,806 |
SCHEDULE OF BALANCE SHEETS RELA
SCHEDULE OF BALANCE SHEETS RELATED TO OPERATING LEASE LIABILITIES (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Weighted average remaining lease term in years | 3 years 18 days | 3 years 9 months |
Weighted average discount rate | 7.16% | 7.15% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||||
Operating lease expenses | $ 199,584 | $ 95,791 | $ 603,275 | $ 286,294 |
Operating lease, term of contract | 12 months | 12 months | ||
Short term lease payments | $ 2,100 | |||
Payments for rent | $ 3,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2022 | Dec. 10, 2021 | Dec. 10, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 493,481 | ||||||||
Purchase obligation | $ 582,000 | $ 582,000 | $ 511,000 | ||||||
Stockholders' equity, reverse stock split | 5-for-1 | ||||||||
Number of common stock issued | 400,000 | ||||||||
Number of additional shares issued | 100 | ||||||||
Harborside [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stock issued during period, shares, reverse stock splits | 1,000,000 | ||||||||
Stock issued during period, shares, stock splits | 200,000 | ||||||||
Revenue | $ 10,000,000 | ||||||||
Shares issued | 1,000,000 | 1,000,000 | |||||||
Incurred damages | $ 75,000 | $ 75,000 | |||||||
Harborside [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency, damages sought, value | 33,020,000 | ||||||||
Harborside [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency, damages sought, value | $ 5,020,000 | ||||||||
Conversion Labs Rx Business [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stock issued during period, shares, stock splits | 200,000 | ||||||||
Conversion Labs Rx Business [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stock issued during period, shares, stock splits | 1,000,000 | ||||||||
Pilaris Laboratories, LLC [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Finite-lived intangible asset, useful life | 10 years | ||||||||
Percentage of net income | 10% | ||||||||
Share based compensation arrangement by share based payment award, expiration period | 10 years | ||||||||
Pilaris Laboratories, LLC [Member] | CVLB PR [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Intercompany agreements, description | As consideration for granting Conversion Labs PR this license, Pilaris will receive on quarterly basis, 10% of the net income collected by the licensed products based on the following formula: Net Income = total income – cost of goods sold – advertising and operating expenses directly related to the marketing of the licensed products | ||||||||
M.ALPHABET, LLC [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Intercompany agreements, description | The Company shall pay Alphabet a royalty equal to 13% of Gross Receipts (as defined in the Agreement) realized from the sales of Licensed Products. No amounts were earned or owed as of September 30, 2022 | ||||||||
Percentage for royalty | 13% | ||||||||
Share based compensation arrangement by share based payment award, options, grants in period, gross | 20,000 | ||||||||
Share based compensation arrangements by share based payment award, options, exercises in period, weighted average exercise price | $ 2.50 | ||||||||
M.ALPHABET, LLC [Member] | Common Stock One [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Share based compensation arrangement by share based payment award, options, grants in period, gross | 20,000 | ||||||||
Share based compensation arrangements by share based payment award, options, exercises in period, weighted average exercise price | $ 2.50 | ||||||||
Proceeds from issuance of common stock | $ 7,500,000 | ||||||||
M.ALPHABET, LLC [Member] | Common Stock Two [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Share based compensation arrangement by share based payment award, options, grants in period, gross | 20,000 | ||||||||
Proceeds from issuance of common stock | $ 10,000,000 | ||||||||
M.ALPHABET, LLC [Member] | Common Stock Three [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Share based compensation arrangement by share based payment award, options, grants in period, gross | 40,000 | ||||||||
Share based compensation arrangements by share based payment award, options, exercises in period, weighted average exercise price | $ 3.75 | ||||||||
Proceeds from issuance of common stock | $ 20,000,000 | ||||||||
Conversion Labs Rx Business [Member] | Harborside [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 5,000,000 | ||||||||
Conversion Labs Rx Business [Member] | Harborside [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 5,000,000 | ||||||||
Conversion Labs Rx [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Contigency contract amount | $ 273,859 | ||||||||
Blair LLC [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Contigency contract amount | $ 1,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 14, 2022 | Apr. 02, 2022 | Feb. 04, 2022 | Jan. 27, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Payments for rent | $ 3,000 | ||||||||
Payments to acquire property, plant, and equipment | 378,877 | $ 70,105 | |||||||
Annual base salary | $ 300,000 | ||||||||
Performance base salary | 75% | ||||||||
Share based compensation | $ 11,850,000 | 7,983,891 | |||||||
Performance Shares [Member] | |||||||||
Options outstanding number of shares granted | 150,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share based compensation arrangement by share based payment award, equity instruments other than options, nonvested, number | 580,000 | 580,000 | 600,000 | ||||||
Share based compensation arrangement by share based payment | 80,000 | ||||||||
Stock option granted | 60,000 | ||||||||
WorkSimpli Software [Member] | Software Development Services [Member] | |||||||||
Stock issued during period, value, issued for services | $ 403,424 | $ 240,187 | $ 1,054,747 | 599,527 | |||||
BV Global Fulfillment [Member] | |||||||||
Reimbursed amount | 660,877 | 1,079,403 | |||||||
Puerto Rico Office Space [Member] | JLS Ventures LLC [Member] | |||||||||
Payments for rent | $ 0 | $ 15,000 | 0 | $ 67,500 | |||||
Chief Executive Officer [Member] | |||||||||
Payments for rent | 3,000 | ||||||||
Chief Executive Officer [Member] | Asset Purchase Agreement [Member] | Bv Global [Member] | |||||||||
Payments to acquire property, plant, and equipment | $ 9,000 | ||||||||
Chief Executive Officer [Member] | BV Global Fulfillment [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||||||
Due to related parties | $ 61,824 | ||||||||
Chief Executive Officer [Member] | BV Global Fulfillment [Member] | Minimum [Member] | |||||||||
Monthly fees | 13,000 | ||||||||
Chief Executive Officer [Member] | BV Global Fulfillment [Member] | Maximum [Member] | |||||||||
Monthly fees | $ 16,000 | ||||||||
Chief Financial Officer [Member] | Amended Officer Employment Agreement [Member] | Restricted Stock [Member] | |||||||||
Share based compensation arrangement by share based payment award, equity instruments other than options, nonvested, number | 75,000 | ||||||||
Share based compensation arrangement by share based payment | 25,000 | ||||||||
Chief Financial Officer [Member] | Amended Officer Employment Agreement [Member] | Performance Shares [Member] | |||||||||
Share based compensation arrangement by share based payment | 250,000 | ||||||||
Chief Financial Officer [Member] | Amended Officer Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share based compensation arrangement by share based payment | 12,500 | ||||||||
Chief Compliance Officer [Member] | Employee Agreement [Member] | Performance Shares [Member] | |||||||||
Share based compensation arrangement by share based payment | 105,000 | ||||||||
Chief Compliance Officer [Member] | Employee Agreement [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share based compensation arrangement by share based payment award, equity instruments other than options, nonvested, number | 37,500 | ||||||||
Principal Accounting Officer [Member] | Employee Agreement [Member] | |||||||||
Options outstanding number of shares granted | 15,000 | ||||||||
Principal Accounting Officer [Member] | Employee Agreement [Member] | Restricted Stock [Member] | |||||||||
Options outstanding number of shares granted | 5,000 | ||||||||
Principal Accounting Officer [Member] | Employee Agreement [Member] | Performance Shares [Member] | |||||||||
Options outstanding number of shares granted | 50,000 | ||||||||
MrJindal [Member] | Director Agreement [Member] | |||||||||
Stock option granted | 75,000 | ||||||||
Related party description | a stock option to purchase 37,500 shares of the Company’s common stock, vesting in four equal tranches on the 90, 180, 270 and 365-day anniversary of the Director Agreement | ||||||||
Stock option purchase | 37,500 | ||||||||
Share based compensation | $ 6,000 | ||||||||
MrJindal [Member] | Director Agreement [Member] | Two Year Anniversary [Member] | |||||||||
Stock option granted | 37,500 |
SCHEDULE OF RELEVANT SEGMENT DA
SCHEDULE OF RELEVANT SEGMENT DATA (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 31,412,469 | $ 24,947,199 | $ 90,913,804 | $ 65,458,922 | |
Gross margin | 85% | 79.60% | 83.90% | 81% | |
Operating loss | $ (6,817,701) | $ (12,591,304) | $ (35,563,840) | $ (40,636,404) | |
Assets | 33,361,561 | 33,361,561 | $ 49,923,243 | ||
Telehealth [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 21,365,178 | $ 18,540,897 | $ 66,231,202 | $ 47,623,822 | |
Gross margin | 78.90% | 73.20% | 78.80% | 74.60% | |
Operating loss | $ (7,423,742) | $ (12,150,140) | $ (36,668,305) | $ (37,047,599) | |
Assets | 25,513,814 | 25,513,814 | 48,056,920 | ||
WorkSimpli [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 10,047,291 | $ 6,406,302 | $ 24,682,602 | $ 17,835,100 | |
Gross margin | 97.90% | 98% | 97.70% | 98.20% | |
Operating loss | $ 606,041 | $ (441,164) | $ 1,104,465 | $ (3,588,805) | |
Assets | $ 7,847,747 | $ 7,847,747 | $ 1,866,323 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 9 Months Ended | |
Nov. 10, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||
Common stock for services rendered, shares | 211,250 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Common stock for services rendered, shares | 95,000 |