Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 21, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2022 | |||
Document Fiscal Period Focus | FY | |||
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 Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
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 Public Float | $ 49,557,175 | |||
Entity Common Stock, Shares Outstanding | 31,887,005 | |||
Documents Incorporated By Reference | Portions of the 2023 definitive proxy statement for the Registrant’s Annual Meeting of Stockholders, to be filed within 120 days of our fiscal year end (December 31, 2022) are incorporated by reference into Part III of this Form 10-K. | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Name | Marcum LLP | Friedman LLP | ||
Auditor Firm ID | 688 | 711 | ||
Auditor Location | Marlton, New Jersey | Marlton, New Jersey | ||
Common Stock, par value $.01 per share [Member] | ||||
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 [Member] | ||||
Title of 12(b) Security | 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | |||
Trading Symbol | LFMDP | |||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 3,958,957 | $ 41,328,039 |
Accounts receivable, net | 2,834,750 | 980,055 |
Product deposit | 127,265 | 203,556 |
Inventory, net | 3,703,363 | 1,616,600 |
Other current assets | 687,022 | 793,190 |
Total Current Assets | 11,311,357 | 44,921,440 |
Non-current Assets | ||
Equipment, net | 476,441 | 233,805 |
Right of use asset, net | 1,206,009 | 1,752,448 |
Capitalized software, net | 8,840,187 | 2,995,789 |
Intangible assets, net | 3,831,859 | 19,761 |
Total Non-current Assets | 14,354,496 | 5,001,803 |
Total Assets | 25,665,853 | 49,923,243 |
Current Liabilities | ||
Accounts payable | 10,106,793 | 9,059,214 |
Accrued expenses | 12,166,509 | 11,595,605 |
Notes payable, net | 2,797,250 | 63,400 |
Current operating lease liabilities | 756,093 | 607,490 |
Deferred revenue | 5,547,506 | 1,499,880 |
Total Current Liabilities | 31,374,151 | 22,825,589 |
Long-term Liabilities | ||
Noncurrent operating lease liabilities | 574,136 | 1,178,544 |
Contingent consideration | 443,750 | 100,000 |
Purchase price payable | 579,319 | |
Total Liabilities | 32,971,356 | 24,104,133 |
Commitments and contingencies (Note 10) | ||
Mezzanine Equity | ||
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized Series B Convertible Preferred Stock, $0.0001 par value; 5,000 shares authorized, 3,500 and 3,500 shares issued and outstanding, liquidation value approximately, $1,305 and $1,175 per share as of December 31, 2022 and 2021, respectively | 4,565,822 | 4,110,822 |
Stockholders’ (Deficit) Equity | ||
Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 and 1,400,000 shares issued and outstanding, liquidation value approximately, $27.84 and $25.62 per share as of December 31, 2022 and 2021, respectively | 140 | 140 |
Common Stock, $0.01 par value; 100,000,000 shares authorized, 31,552,775 and 30,704,434 shares issued, 31,449,735 and 30,601,394 outstanding as of December 31, 2022 and 2021, respectively | 315,528 | 307,045 |
Additional paid-in capital | 179,015,250 | 164,517,634 |
Accumulated deficit | (190,562,994) | (141,921,085) |
Treasury stock, 103,040 and 103,040 shares, at cost, as of December 31, 2022 and 2021, respectively | (163,701) | (163,701) |
Total LifeMD, Inc. Stockholders’ (Deficit) Equity | (11,395,777) | 22,740,033 |
Non-controlling interest | (475,548) | (1,031,745) |
Total Stockholders’ (Deficit) Equity | (11,871,325) | 21,708,288 |
Total Liabilities, Mezzanine Equity and Stockholders’ (Deficit) Equity | $ 25,665,853 | $ 49,923,243 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, 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 | 31,552,775 | 30,704,434 |
Common stock, shares outstanding | 31,449,735 | 30,601,394 |
Treasury stock, shares | 103,040 | 103,040 |
Series B Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 5,000 | 5,000 |
Temporary equity, shares issued | 3,500 | 3,500 |
Temporary equity, shares outstanding | 3,500 | 3,500 |
Temporary equity, liquidation value | $ 1,305 | $ 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 | $ 2,784 | $ 2,562 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total revenues, net | $ 119,033,520 | $ 92,875,806 |
Cost of revenues | ||
Total cost of revenues | 18,668,028 | 17,995,394 |
Gross profit | 100,365,492 | 74,880,412 |
Expenses | ||
Selling and marketing expenses | 78,369,430 | 82,541,956 |
General and administrative expenses | 46,960,782 | 39,534,573 |
Goodwill and intangible asset impairment charges | 8,862,596 | |
Other operating expenses | 6,717,795 | 3,317,976 |
Customer service expenses | 5,033,468 | 2,838,831 |
Development costs | 2,970,202 | 948,157 |
Change in fair value of contingent consideration | (5,101,000) | |
Total expenses | 143,813,273 | 129,181,493 |
Operating loss | (43,447,781) | (54,301,081) |
Interest expense, net | (1,275,946) | (3,019,716) |
Gain (loss) on debt forgiveness | 63,400 | (3,995,559) |
Loss from operations before income taxes | (44,660,327) | (61,316,356) |
Income tax provision | (360,700) | (7,700) |
Net loss | (45,021,027) | (61,324,056) |
Net income (loss) attributable to non-controlling interest | 514,632 | (426,352) |
Net loss attributable to LifeMD, Inc. | (45,535,659) | (60,897,704) |
Preferred stock dividends | (3,106,250) | (871,476) |
Net loss attributable to LifeMD, Inc. common stockholders | $ (48,641,909) | $ (61,769,180) |
Basic loss per share attributable to LifeMD, Inc. common stockholders | $ (1.57) | $ (2.29) |
Diluted loss per share attributable to LifeMD, Inc. common stockholders | $ (1.57) | $ (2.29) |
Weighted average number of common shares outstanding: | ||
Basic | 30,976,455 | 27,007,961 |
Diluted | 30,976,455 | 27,007,961 |
Telehealth Revenue [Member] | ||
Revenues | ||
Total revenues, net | $ 82,649,845 | $ 68,197,128 |
Cost of revenues | ||
Total cost of revenues | 17,843,754 | 17,549,550 |
WorkSimpli Revenue [Member] | ||
Revenues | ||
Total revenues, net | 36,383,675 | 24,678,678 |
Cost of revenues | ||
Total cost of revenues | $ 824,274 | $ 445,844 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) Equity - 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 |
Balance, at Dec. 31, 2020 | $ 234,337 | $ 77,779,370 | $ (80,151,905) | $ (163,701) | $ (2,301,899) | $ (2,175,687) | $ (4,477,586) | |
Balance, shares at Dec. 31, 2020 | 23,433,663 | |||||||
Stock compensation expense | $ 13,479 | 12,058,180 | 12,071,659 | 12,071,659 | ||||
Stock compensation expense, shares | 1,347,875 | |||||||
Exercise of stock options | $ 3,750 | 667,000 | 670,750 | $ 670,750 | ||||
Exercise of stock options, shares | 375,000 | 375,000 | ||||||
Exercise of warrants | $ 1,620 | 478,989 | 480,609 | $ 480,609 | ||||
Exercise of warrants, shares | 162,033 | |||||||
Cashless exercise of stock options | $ 8,730 | (8,730) | ||||||
Cashless exercise of stock options, shares | 873,047 | |||||||
Warrants issued for debt instruments | 6,270,710 | 6,270,710 | 6,270,710 | |||||
Sale of common stock in private placement, net | 6,087 | 13,489,183 | 13,495,270 | 13,495,270 | ||||
Sale of common stock in private placement, net, shares | 608,696 | |||||||
Sale of common stock under ATM, net | $ 708 | 492,773 | 493,481 | 493,481 | ||||
Sale of common stock under ATM, net, shares | 70,786 | |||||||
Sale of Series A Preferred Stock | $ 140 | 33,506,360 | 33,506,500 | 33,506,500 | ||||
Sale of Series A Preferred Stoc, shares | 1,400,000 | |||||||
Sale of common stock | $ 38,334 | 21,798,093 | 21,836,427 | 21,836,427 | ||||
Sale of common stock, shares | 3,833,334 | |||||||
Series A Preferred Stock Dividends | (871,476) | (871,476) | (871,476) | |||||
Distribution to non-controlling interest | (144,000) | (144,000) | ||||||
Purchase of additional membership interest of WorkSimpli | (377,419) | (377,419) | (66,603) | (444,022) | ||||
Adjustment of non-controlling interest for additional investment | (1,636,875) | (1,636,875) | 1,780,897 | 144,022 | ||||
Net (loss) income | (60,897,704) | (60,897,704) | (426,352) | (61,324,056) | ||||
Balance at Dec. 31, 2021 | $ 140 | $ 307,045 | 164,517,634 | (141,921,085) | (163,701) | 22,740,033 | (1,031,745) | 21,708,288 |
Balance, shares at Dec. 31, 2021 | 1,400,000 | 30,704,434 | ||||||
Stock compensation expense | $ 3,062 | 13,731,552 | 13,734,614 | 13,734,614 | ||||
Stock compensation expense, shares | 306,250 | |||||||
Exercise of stock options | $ 904 | 89,496 | 90,400 | $ 90,400 | ||||
Exercise of stock options, shares | 90,400 | 90,400 | ||||||
Exercise of warrants | $ 220 | 38,280 | 38,500 | $ 38,500 | ||||
Exercise of warrants, shares | 22,000 | |||||||
Cashless exercise of stock options | $ 297 | (297) | ||||||
Cashless exercise of stock options, shares | 29,691 | |||||||
Series A Preferred Stock Dividends | (3,106,250) | (3,106,250) | (3,106,250) | |||||
Distribution to non-controlling interest | (144,000) | (144,000) | ||||||
Net (loss) income | (45,535,659) | (45,535,659) | 514,632 | (45,021,027) | ||||
Stock issued for legal settlement | $ 4,000 | 812,000 | 816,000 | $ 816,000 | ||||
Stock issued for legal settlement, shares | 400,000 | 400,000 | ||||||
Adjustment of membership interest in WorkSimpli | (173,415) | (173,415) | 185,565 | $ 12,150 | ||||
Balance at Dec. 31, 2022 | $ 140 | $ 315,528 | $ 179,015,250 | $ (190,562,994) | $ (163,701) | $ (11,395,777) | $ (475,548) | $ (11,871,325) |
Balance, shares at Dec. 31, 2022 | 1,400,000 | 31,552,775 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (45,021,027) | $ (61,324,056) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 2,090,236 | |
Amortization of capitalized software | 2,681,807 | 512,887 |
Amortization of intangibles | 926,542 | 342,310 |
Accretion of consideration payable | 273,822 | |
Depreciation of fixed assets | 161,885 | 13,560 |
Write-down of inventory | 103,417 | 57,481 |
Sales returns reserve | 338,193 | |
(Gain) loss on debt forgiveness | (63,400) | 3,995,559 |
Change in fair value of contingent consideration | (5,101,000) | |
Goodwill and intangible asset impairment charges | 8,862,596 | |
Deferred income tax provision | 354,000 | |
Operating lease payments | 546,439 | 22,700 |
Stock issued for legal settlement | 816,000 | |
Stock compensation expense | 13,734,614 | 12,071,659 |
Changes in Assets and Liabilities | ||
Accounts receivable | (2,192,888) | 17,702 |
Product deposit | 76,291 | 613,209 |
Inventory | (2,183,012) | (409,823) |
Other current assets | 106,168 | (638,314) |
Change in operating lease liability | (455,805) | |
Deferred revenue | 4,047,626 | 583,000 |
Accounts payable | 1,251,037 | (893,956) |
Accrued expenses | (1,309,968) | 9,860,357 |
Other operating activity | (888,486) | |
Net cash used in operating activities | (22,935,149) | (33,085,489) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for capitalized software costs | (8,526,205) | (3,132,693) |
Purchase of equipment | (366,633) | (247,365) |
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 | (13,905,733) | (3,402,289) |
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 Series A Preferred and Common Stock Offering | 55,342,927 | |
Repayment of debt instruments | (15,000,000) | |
Cash proceeds from sale of common stock under ATM | 493,481 | |
Cash proceeds from exercise of warrants | 38,500 | 480,609 |
Cash proceeds from exercise of options | 90,400 | 670,750 |
Preferred stock dividends | (3,106,250) | (871,476) |
Purchase of membership interest of WorkSimpli | (300,000) | |
Adjustment of membership interest in WorkSimpli | 12,150 | |
Contingent consideration payment for ResumeBuild acquisition | (156,250) | |
Distributions to non-controlling interest | (144,000) | (144,000) |
Proceeds from notes payable | 2,906,000 | 963,965 |
Repayment of notes payable | (168,750) | (1,494,784) |
Net cash (used in) provided by financing activities | (528,200) | 68,636,742 |
Net (decrease) increase in cash | (37,369,082) | 32,148,964 |
Cash at beginning of year | 41,328,039 | 9,179,075 |
Cash at end of year | 3,958,957 | 41,328,039 |
Cash paid for interest | ||
Cash paid during the period for interest | 189,000 | 435,048 |
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 | |
Principal of Paycheck Protection Program loans forgiven | 63,400 | 184,914 |
Additional purchase of membership in WorkSimpli issued in performance options | 144,022 | |
Warrants issued for debt instruments | 6,270,710 | |
Right of use asset | 89,595 | 1,752,448 |
Right of use lease liability | $ 94,168 | $ 1,786,034 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 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 nationwide allergy telehealth platform that provides personalized treatments for allergy, asthma, and immunology (See Note 3—Acquisitions to our consolidated financial statements included in this report). Nature of Business The Company is a direct-to-patient telehealth company providing patients a high-quality, cost-effective, and convenient way of accessing comprehensive, virtual healthcare. The Company believes the traditional model of visiting a doctor’s office, traveling to a local pharmacy, and returning for follow up care or prescription refills is complex, inefficient, and costly, and discourages many individuals from seeking much needed medical care. The Company is positioned to elevate the healthcare experience through telehealth with our proprietary technology platform, affiliated provider network, broad treatment capabilities, and unique ability to nurture patient relationships. Direct-to-patient telehealth technology companies, like the Company, connect consumers to affiliated, licensed, healthcare professionals for care across numerous indications, including urgent and primary care, men’s and women’s health, and dermatology, chronic care management and more. 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. With its first brand, ShapiroMD, the Company 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 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 early 2019, the Company launched a service-based business under the name Conversion Labs Media LLC (“CVLB Media”), a Puerto Rico limited liability company. However, this business initiative was terminated in early 2019. 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”). 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 years ended December 31, 2022 and 2021. On January 18, 2022, the Company acquired Cleared, a 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 3.46 1.73 507 250 3.67 460 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 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. Liquidity & Going Concern Evaluation 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. As of December 31, 2022, the Company has an accumulated deficit approximating $ 190.6 The Company has a current cash balance of approximately $ 14.6 The Company has begun to implement strategies to strengthen revenues and improve operational efficiencies across the business and is significantly curtailing expenses, however, these strategies do not mitigate the substantial doubt about the Company’s ability to continue as a going concern. Additionally, on June 8, 2021, the Company filed a shelf registration statement on Form S-3 under 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 59.5 32 Management believes that the overall market value of the telehealth industry is positive and that it will continue to drive interest in the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 December 31, 2022 and 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. These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets. 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 $ 499 5.8 Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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, stockholders’ equity-based transactions, estimates to cash flow projections, and liquidity assessment. 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: (1) $ 169,385 35,165 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 some cases, the customer does not obtain control until the product reaches the customer’s delivery site; in these cases, recognition of revenue is deferred until that time. 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 where delivery is not commensurate upon shipment of the product, recognition of revenue is deferred until that time. 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 and are 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 product revenues approximated $ 5.2 4.7 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 2.5 1.8 As of December 31, 2022 and 2021, the Company has accrued contract liabilities, as deferred revenue, of approximately $ 5.5 1.5 For the years ended December 31, 2022 and 2021, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Year Ended December 31, 2022 % 2021 % Telehealth revenue $ 82,649,845 69 % $ 68,197,128 73 % WorkSimpli revenue 36,383,675 31 % 24,678,678 27 % Total net revenue $ 119,033,520 100 % $ 92,875,806 100 % 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 the following: (1) obligations for products which the customer has not yet obtained control due to delivery not commensurate upon shipment of the product, (2) obligations on WorkSimpli in-process monthly or yearly contracts with customers and (3) a portion attributable to the yet to be recognized WorkSimpli initial 14-day trial period collections. SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY 2022 2021 Year Ended December 31, 2022 2021 Beginning of period $ 1,499,880 $ 916,880 Additions 37,410,617 23,430,037 Revenue recognized (33,362,991 ) (22,847,037 ) End of period $ 5,547,506 $ 1,499,880 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, net 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 December 31, 2022 and 2021, the reserve for sales returns and allowances was approximately $ 815 477 Inventory As of December 31, 2022 and 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 December 31, 2022 and 2021, the Company recorded an inventory reserve in the amount of $ 160,898 57,481 As of December 31, 2022 and 2021, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY 2022 2021 December 31, 2022 2021 Finished Goods - Products $ 2,587,370 $ 1,592,654 Raw materials and packaging components 1,276,891 81,427 Inventory reserve (160,898 ) (57,481 ) Total Inventory - net $ 3,703,363 $ 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 33 127 204 399 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 12.1 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 $ 8.0 8.0 827 Other intangible assets are comprised of: (1) a customer relationship asset 827 919 92 Impairment of Long-Lived Assets Long-lived assets include equipment and capitalized software. 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 December 31, 2022 and 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 1 During the years ended December 31, 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 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 2022 2021 Year Ended December 31, 2022 2021 Series B Convertible Preferred Stock 1,404,868 1,264,868 Restricted Stock Units (RSUs) 1,743,250 975,375 Stock options 3,758,920 4,257,233 Warrants 3,859,638 3,888,438 Potentially dilutive securities 10,766,676 10,385,914 Segment Data Our portfolio of brands are included within two Fair Value of Financial Instruments The fair value of a financial instrument is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities subject to ongoing fair value measurement are categorized and disclosed into one of the three categories depending on observable or unobservable inputs employed in the measurement. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: 1. Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. 2. Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. 3. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s financial instruments, including cash, accounts receivable, accounts payable, and 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 December 31, 2022, we utilized four (4) suppliers for fulfillment services, six (6) suppliers for manufacturing finished goods, five (5) 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 Adopted 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 | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS On January 18, 2022, the Company completed the acquisition of Cleared. The acquisition adds to the Company’s growing portfolio of telehealth capabilities. The Company accounted for the transaction using the acquisition method in accordance with ASC 805, Business Combinations The purchase price was approximately $ 9.1 1.0 3.0 5.1 72.8 The fair value of the identified intangible assets was based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820, Fair Value Measurement 0.10 1.0 10.0 70.5 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: Customer relationship intangible asset 918,812 Trade name intangible asset 133,339 Developed technology intangible asset 12,920 Inventory 7,168 Fixed assets 37,888 Deferred taxes 354,000 Accounts payable and other current liabilities (408,030 ) Goodwill $ 8,035,665 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 $ 8.0 On February 4, 2023, the Company entered into the First Amendment to the Stock Purchase Agreement (the “First Amendment”) between the Company and the sellers of Cleared. The First Amendment was amended to, among other things: (i) reduce the total purchase price by $ 250 3.67 460 During the year ended December 31, 2022, the Company recorded a decrease of $ 5.1 8.0 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. In February 2022, WorkSimpli closed on the ResumeBuild APA to purchase the related intangible assets associated with the ResumeBuild brand, a subscription-based resume building software. The acquisition further adds to the capabilities of the WorkSimpli software as a service application. The purchase price was $ 4.5 4.0 500 Business Combinations 15 62,500 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 4 – GOODWILL AND INTANGIBLE ASSETS The Company’s goodwill balance related to the Cleared acquisition was $ 0 8.0 As of December 31, 2022 and 2021, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS 2022 2021 Life 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 Purchased licenses 200,000 200,000 10 years Website domain name 22,731 22,231 3 years Less: accumulated amortization (2,043,971 ) (1,209,310 ) Total net amortizable intangible assets $ 3,831,859 $ 19,761 During the year ended December 31, 2022, the Company recorded an $ 826,931 918,812 91,881 926,542 342,310 930 112 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES As of December 31, 2022 and 2021, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 Accrued selling and marketing expenses $ 3,508,883 $ 4,981,453 Sales tax payable 2,501,035 2,000,000 Purchase price payable 2,463,002 - Accrued dividends payable 776,563 871,476 Accrued compensation 576,027 1,657,843 Accrued interest 448,718 - Other accrued expenses 1,892,281 2,084,833 Total accrued expenses $ 12,166,509 $ 11,595,605 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 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 five years 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 As of December 31, 2022, the Company had no 63,400 Working Capital Loans In October 2022, the Company received proceeds of $ 976,000 62,157 976,000 In November 2022, the Company received proceeds of $ 1,930,000 60,000 840,000 1,821,250 Merchant Funding Agreement On March 17, 2021, the Company entered into a Merchant Funding Agreement with MO Technologies USA, LLC (“MO Tech”), which provides cash advances to the Company based on the Company’s accounts receivable for a total cash advance of $ 600,000 3.99 On June 23, 2021, the Company entered into a Merchant Funding Agreement with MO Tech, which provides cash advances to the Company based on the Company’s accounts receivable for a total cash advance of $ 350,000 3.99 Total interest expense on notes payable, inclusive of amortization of debt discounts, amounted to $ 653,156 159,494 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 7 – LONG-TERM DEBT Securities Purchase Agreement 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) the Debenture in the aggregate principal amount of $ 15.0 1,500,000 12.00 which 500,000 1,000,000 500,000 500,000 6,270,710 0 5 132.4 0.80 0 2,090,236 three years The Aggregate Principal Amount of the Debenture, together with interest, is due and payable on June 1, 2024. The Debenture bears interest as follows: (i) for the period beginning on June 1, 2021 and ending on the date that is six (6) months thereafter (the “Initial Interest Rate Period”) shall be six percent (6%), (ii) for the period beginning the date following the Initial Interest Rate Period and ending on the date that is three (3) months thereafter (the “Second Interest Rate Period”), nine percent (9%), and (iii) for the period beginning the date following the Second Interest Rate Period and ending on June 1, 2024, twelve percent (12%). Until such time as the obligations shall have been paid in full, the Company shall apply thirty-five percent (35%) of the gross proceeds received by the Company from At-The-Market offerings of its Common Stock to partial redemptions of each Debenture on a pro rata basis. 15.0 14.9 15.0 4,180,474 Total interest expense on long-term debt, inclusive of amortization of debt discounts, amounted to $ 0 2,405,222 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – 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 58.5 59.5 32 Series A Preferred Stock As noted above, in September 2021, the Company entered into 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 3,833,334 55.3 The Series A Preferred Stock ranks senior to the Company’s common stock with respect to the payment of dividends and liquidation rights. 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 Holders of the Series A Preferred Stock have no voting rights except in the case of certain dividend nonpayments. If dividends on the Series A Preferred Stock are in arrears, whether or not declared, for six or more quarterly periods, whether or not these quarterly periods are consecutive, holders of Series A Preferred Stock and holders of all other classes or series of parity preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class will be entitled to vote, at a special meeting called by the holders of record of at least 10 The Series A Preferred Stock is perpetual and has no maturity date. The Series A Preferred Stock will be redeemable at our option, in whole or in part, at the following redemption prices, plus any accrued and unpaid dividends up to, but not including, the date of redemption: 1) on and after October 15, 2022 and prior to October 15, 2023, at a redemption price equal to $ 25.75 25.50 25.25 25.00 25.00 Upon the occurrence of a delisting event or a change of control, each holder of Series A Preferred Stock will have the right unless we have provided or provide notice of our election to redeem the Series A Preferred Stock, to convert some or all of the shares of Series A Preferred Stock held by such holder into a number of shares of our common stock (or equivalent value of alternative consideration) per share of Series A Preferred Stock, or the “Common Stock Conversion Consideration”. In the case of a delisting event or change of control, pursuant to which shares of common stock shall be converted into cash, securities or other property or assets (the “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the delisting event or change of control, had such holder held a number of shares of common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the delisting event or change of control. Series B Convertible Preferred Stock On August 27, 2020, the Secretary of State of the State of Delaware delivered confirmation of the effective filing of the Company’s Certificate of Designations of the Series B Convertible Preferred Stock, which established 5,000 The shares of Series B Preferred Stock have a stated value of $ 1,000 3.25 13 The Preferred Dividends shall accrue and be cumulative from and after the date of issuance of any share of Series B Preferred Stock on a daily basis computed on the basis of a 365-day year and compounded quarterly. The Preferred Dividends are payable only when, as, and if declared by the Board of Directors of the Company (the “Board”) and the Company has no obligation to pay such Preferred Dividends; provided, however, if the Board determines to pay any Preferred Dividends, the Company shall pay such dividends in kind in a number of additional shares of Series B Preferred Stock (the “PIK Shares”) equal to the quotient of (i) the aggregate amount of the Preferred Dividends being paid by the Company in respect of the shares of Series B Preferred Stock held by such holder, divided by (ii) the Series B Issue Price (as defined in the Series B Designations); provided, further, that, at the election of the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding, in their sole discretion, such Preferred Dividends shall be paid in cash or a combination of cash and PIK Shares. Notwithstanding the foregoing, the Preferred Dividends may be paid in cash at the election of the Company if, and only if, (a) the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding consent in writing to the payment of any specific dividend in cash, or (b) at any time following the twenty-four (24) month anniversary of the Closing, (i) the prevailing volume-weighted average price (“VWAP”) of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $ 15.00 40,000 The holders of Series B Preferred Stock rank senior to the Common Stock with respect to payment of dividends and rights upon liquidation and will vote together with the holders of the Common Stock on an as-converted basis, subject to beneficial ownership limitations, on each matter submitted to a vote of holders of Common Stock (whether at a meeting of stockholders or by written consent). In addition, as further described in the Series B Designations, if at least 30 If at any time following the twelve (12)-month anniversary of the Closing (a) the prevailing VWAP (as defined in the Series B Designations) of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $ 15.00 3.00 40,000 plus divided by th In the event of a Forced Conversion, a holder may elect, in its sole discretion and in lieu of the Forced Conversion, to have each then-outstanding share of Series B Preferred Stock held by such holder be redeemed by the Company (a “Forced Conversion Redemption”) by delivering written notice to the Company (a “Forced Conversion Redemption Notice” and the date such Holder delivers such notice to the Corporation, a “Forced Conversion Redemption Notice Date”) prior to the Forced Conversion Date, which notice shall state (a) the number of shares of Series B Preferred Stock that are to be redeemed, (b) the date on which such Forced Conversion Redemption shall occur, which date shall be the tenth (10th) Business Day following the applicable Forced Conversion Redemption Notice Date (the “Forced Conversion Redemption Date”) and (c) the wire instructions for the payment of the applicable amount owed to such holder. Each share of Series B Preferred Stock that is the subject of a Forced Conversion Redemption shall be redeemed by the Company in cash at a price per share equal to the sum of (1) the Series B Issue Price, plus (2) any accrued but unpaid dividends on such share of Series B Preferred Stock, including the Preferred Dividends (the “Per Share Forced Conversion Redemption Price”). If a sufficient number of shares of Common Stock are not available to effect the conversion of the Series B Preferred Stock outstanding into Common Stock and the exercise of the Warrants, each holder shall have the right, in its sole and absolute discretion (in addition to and not to the exclusion of any remedy such holder may have at law or in equity), to require that the Company redeem (an “Optional Redemption”), to the fullest extent permitted by law and out of funds lawfully available therefor, all or any portion of such holder’s Series B Preferred Stock then outstanding by delivering written notice thereof. The Series B Preferred Stock contains certain Change of Control provisions that preclude permanent equity classification. Securities Purchase Agreement On August 28, 2020, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”), to purchase from the Company an aggregate of 3,500 1,000 400 5 4.60 3,500,000 2,892,500 607,500 As a result of the Purchase Agreement, the Company recorded a deemed dividend to the holders of the Series B Preferred Stock of $ 3,500,000 3,500,000 455,000 4,565,822 Options and Warrants During the year ended December 31, 2022, the Company issued an aggregate of 90,400 90,400 During the year ended December 31, 2022, the Company issued an aggregate of 29,691 During the year ended December 31, 2022, the Company issued an aggregate of 22,000 38,500 During the year ended December 31, 2021, the Company issued an aggregate of 375,000 670,750 During the year ended December 31, 2021, the Company issued an aggregate of 873,047 During the year ended December 31, 2021, the Company issued an aggregate of 162,033 480,609 Common Stock Common Stock Transactions During the Year Ended December 31, 2022 During the year ended December 31, 2022, the Company issued an aggregate of 306,250 During the year ended December 31, 2022, the Company issued 400,000 Common Stock Transactions During the Year Ended December 31, 2021 On February 11, 2021, the Company consummated the closing of the February 2021 Offering, whereby pursuant to 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 23.00 14.0 13.5 As noted above, in September 2021, the Company entered into the Common Underwriting Agreement with B.Riley. Pursuant to the Common Underwriting Agreement, the Company agreed to sell to B. Riley 3,833,334 21.8 During the year ended December 31, 2021, the Company issued an aggregate of 1,347,875 During the year ended December 31, 2021, the Company sold 70,786 493,481 WorkSimpli Software Restructuring Transaction (“WSS Restructuring”) Effective January 22, 2021 (the “WSS Effective Date”), the Company consummated the WSS Restructuring. 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 12,000 300,000 The CVLB PR MIPA provided 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” 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 1.00 2,500,000 4,000,000 8,000,000 WorkSimpli Software Capitalization Update 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 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 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 1,732,163 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 this plan. During the year ended December 31, 2022, the Company issued an aggregate of 369,500 3.5 4 A summary of outstanding options activity under our 2020 Plan is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Exercise Price per Share Weighted Average Weighted Average Balance, December 31, 2020 720,000 $ 7.21 8.81 9.76 $ 7.73 Granted 1,354,500 4.57 21.02 8.99 10.34 Exercised - Cancelled/Forfeited/Expired (11,000 ) 13.74 9.48 13.74 Balance at December 31, 2021 2,063,500 $ 4.57 21.02 8.04 $ 9.41 Granted 169,500 2.30 13.74 3.78 6.12 Exercised - Cancelled/Forfeited/Expired (448,413 ) 3.68 13.74 7.99 7.66 Balance at December 31, 2021 1,784,587 $ 2.30 21.02 6.95 $ 9.54 Exercisable at December 31, 2021 636,229 $ 4.57 21.02 8.95 $ 9.18 Exercisable at December 31, 2022 1,185,153 $ 2.30 21.02 7.64 $ 9.62 The total fair value of the options granted during the year ended December 31, 2022 was $ 919,280 0 4 135.65 741.77 0.90 3.62 5,319,512 5,566,981 5,635,180 A summary of outstanding service-based options activity (prior to the establishment of our 2020 Plan above) is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Exercise Price per Share Weighted Average Weighted Average Balance, December 31, 2020 2,457,400 $ 0.80 7.95 5.25 $ 2.30 Granted 490,000 3.78 19.61 6.53 11.64 Exercised (1,122,000 ) 0.80 2.00 2.22 1.38 Cancelled/Forfeited/Expired (166,667 ) 1.50 7.50 8.74 4.51 Balance at December 31, 2021 1,658,733 $ 1.00 19.61 5.85 $ 5.45 Granted 50,000 4.12 4.01 4.12 Exercised (149,400 ) 1.00 2.00 1.23 Cancelled/Forfeited/Expired (120,000 ) 1.00 4.12 3.21 3.33 Balance at December 31, 2022 1,439,333 $ 1.00 19.61 5.63 $ 6.11 Exercisable December 31, 2021 1,019,164 $ 1.00 19.61 5.21 $ 3.60 Exercisable at December 31, 2022 1,158,764 $ 1.00 19.61 5.63 $ 5.25 The total fair value of the options granted during the year ended December 31, 2022 was $ 205,995 0 4 420.16 1.37 2,126,756 2,013,749 2,566,728 59,000 29,691 90,400 A summary of outstanding performance-based options activity is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Exercise Price per Share Weighted Average Weighted Average Balance at December 31, 2020 1,155,000 $ 1.25 2.50 4.94 $ 1.71 Granted - Exercised (235,000 ) 2.00 0.03 2.00 Cancelled/Forfeited/Expired (385,000 ) 1.25 2.00 3.94 1.67 Balance at December 31, 2021 535,000 $ 1.25 2.50 5.59 $ 1.60 Granted 150,000 4.12 3.01 4.12 Exercised - Cancelled/Forfeited/Expired (150,000 ) 4.12 3.01 4.12 Balance at December 31, 2022 535,000 $ 1.25 2.50 4.59 $ 1.60 Exercisable December 31, 2021 100,000 $ 1.75 2.50 1.96 $ 2.01 Exercisable at December 31, 2022 470,000 $ 1.50 2.50 4.58 $ 1.61 The total fair value of the options granted during the year ended December 31, 2022 was $ 617,980 0 3.5 444.0 1.37 423,188 222,897 215,877 Restricted Stock Units (RSUs) (under 2020 Plan) A summary of outstanding RSU activity under our 2020 Plan is as follows: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSU Outstanding Balance at December 31, 2020 - Granted 459,250 Vested (77,875 ) Forfeited (6,000 ) Balance at December 31, 2021 375,375 Granted 922,500 Vested (177,125 ) Forfeited (92,500 ) Balance at December 31, 2022 1,028,250 The total fair value of the 922,500 2,716,440 2,626,654 1,001,536 3,955,850 177,125 111,250 RSUs (outside of 2020 Plan) A summary of outstanding RSU activity (outside of our 2020 Plan) is as follows: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSU Outstanding Balance at December 31, 2020 - Granted 620,000 Vested (20,000 ) Balance at December 31, 2021 600,000 Granted 260,000 Vested (145,000 ) Balance at December 31, 2022 715,000 The total fair value of the 260,000 743,400 1,609,257 846,600 5,155,143 145,000 Warrants A summary of outstanding and exercisable warrant activity is as follows: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE Warrants Outstanding Exercise Price per Share Weighted Average Weighted Average Balance at December 31, 2020 3,550,471 $ 1.40 5.75 6.85 $ 4.56 Granted 500,000 12.00 4.67 12.00 Exercised (162,033 ) 1.75 4.75 1.83 2.97 Balance at December 31, 2021 3,888,438 $ 1.40 12.00 5.85 $ 5.59 Granted - Exercised (22,000 ) 1.75 1.75 Cancelled/Forfeited/Expired (6,800 ) 2.00 2.00 Balance at December 31, 2022 3,859,638 $ 1.40 12.00 4.89 $ 5.60 Exercisable December 31, 2021 2,621,307 $ 1.40 12.00 6.36 $ 5.98 Exercisable December 31, 2022 3,836,993 $ 1.40 12.00 4.88 $ 5.63 Total compensation expense on the above warrants for services was $ 1,629,247 2,419,896 17,981 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 $ 13,734,614 12,071,659 17,330,882 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 9 – 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 2024. WorkSimpli leases office space in Puerto Rico for which the lease expires in 2024. 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 December 31, 2022: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Fiscal year 2023 $ 823,350 Fiscal year 2024 523,206 Fiscal year 2025 68,850 Less: imputed interest (85,177 ) Present value of operating lease liabilities $ 1,330,229 Operating lease expenses were $ 871,344 47,565 Other information related to operating lease liabilities consisted of the following: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES Year Ended December 31, 2022 2021 Cash paid for operating lease liabilities $ 773,952 $ 392,241 Weighted average remaining lease term in years 2.82 3.75 Weighted average discount rate 7.15 % 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 2,700 3,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 - 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, 10 138 0 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% of Gross Receipts (as defined in the Agreement) realized from the sales of Licensed Products. No amounts were earned or owed as of December 31, 2022 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 2.50 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 December 31, 2022, the Company approximates its implicit purchase commitments to be approximately $ 399 Legal Matters In the normal course of business operations, the Company may become involved in various legal matters. As of December 31, 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. 400,000 100,000 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. 400,000 100,000 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 Court conducted virtual case management conferences on June 30, 2022 and August 3, 2022, and fact discovery (i.e., written discovery requests and responses) commenced thereafter. On August 29, 2022, the plaintiff subpoenaed B. Riley Financial, Inc. for documents. The Court subsequently conducted several case management and status conferences, beginning in October 2022 and continuing through January 2023. The Company intends to vigorously defend against this action. As this action is in its preliminary phase, a potential loss cannot yet be estimated. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Chief Executive Officer Prior to 2022, the Company made payments to JLS Ventures, an entity wholly owned by our Chief Executive Officer (“CEO”), for rent on Conversion Labs PR’s Puerto Rico office space. Amounts paid to JLS Ventures were $ 0 78,750 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 WorkSimpli Software During the year ended December 31, 2022, WorkSimpli utilized LegalSubmit Pvt. Ltd. (“LegalSubmit”), a company owned by WorkSimpli’s Chief Software Engineer, to provide software development services. WorkSimpli paid LegaSubmit a total of approximately $ 1.5 850 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES As of December 31, 2022, the Company has approximately $ 94.3 the net operating loss carryforwards will expire in 2023 if not utilized prior, and will continue to expire during various years through 2038 The valuation allowance overall increased by approximately $ 11.8 20.8 The income tax provision charged to continuing operations for the years ended December 31, 2022 and 2021 was as follows: SCHEDULE OF INCOME TAX PROVISION CHARGES 2022 2021 December 31, 2022 2021 Current: U.S. federal $ - $ - State and local 6,700 7,700 Total 6,700 7,700 Deferred: U.S. federal 1,719,000 - State and local (1,365,000 ) - Total 354,000 - Provision for income taxes $ 360,700 $ 7,700 The provision for income taxes differs from the expected amount of income tax expense (benefit) determined by applying a combined U.S. federal and state (Puerto Rico) income tax rate of 25 SCHEDULE OF PROVISION DIFFERS FROM THE AMOUNT OF INCOME TAX 2022 2021 December 31, 2022 2021 Computed “expected” tax expense (benefit) $ (9,474,000 ) $ (12,684,000 ) Increase (decrease) in income taxes resulting from: State taxes (714,000 ) (618,000 ) Permanent differences 730,000 (52,000 ) Apportionment of Puerto Rico income (108,000 ) 76,000 Nondeductible expenses - - Change in valuation allowance 9,973,000 13,192,000 Other (46,300 ) 93,700 Provision for income taxes $ 360,700 $ 7,700 Net deferred tax liabilities consist of the following components as of December 31, 2022 and 2021: SCHEDULE OF NET DEFERRED TAX LIABILITIES 2022 2021 December 31, 2022 2021 Deferred tax liability: Other $ - $ - - - Deferred tax assets: Stock-based compensation 11,646,000 6,899,000 Sec 174 – software development 142,000 - Temporary differences 2,389,000 1,201,000 Net operating loss carryforwards 21,382,000 15,673,000 Total 35,559,000 23,773,000 Less valuation allowance (35,559,000 ) (23,773,000 ) Total $ - $ - |
SEGMENT DATA
SEGMENT DATA | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 13 – SEGMENT DATA Our portfolio of brands are included within two SCHEDULE OF RELEVANT SEGMENT DATA 2022 2021 Year Ended December 31, 2022 2021 Telehealth Revenue $ 82,649,845 $ 68,197,128 Gross margin 78.4 % 74.3 % Operating loss $ 45,918,588 $ 51,411,142 Total assets $ 18,163,464 $ 48,056,920 WorkSimpli Revenue $ 36,383,675 $ 24,678,678 Gross margin 97.7 % 98.2 % Operating (income) loss $ (2,470,807 ) $ 2,889,939 Total assets $ 7,502,389 $ 1,866,323 Consolidated Revenue $ 119,033,520 $ 92,875,806 Gross margin 84.3 % 80.6 % Operating loss $ 43,447,781 $ 54,301,081 Total assets $ 25,665,853 $ 49,923,243 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these consolidated financial statements were issued and has identified the following: Working Capital Loan In the first quarter of 2023, the Company received proceeds of $ 2 2.5 12 Cleared Stock Purchase Agreement On February 4, 2023, the Company entered into the First Amendment to the Stock Purchase Agreement (the “First Amendment”) between the Company and the sellers of Cleared. The First Amendment was amended to, among other things: (i) reduce the total purchase price by $ 250 3.67 460 337,895 Stock Issued for Service In 2023, the Company issued an aggregate of 99,375 Avenue Capital Credit Facility On March 21, 2023, the Company entered into a credit agreement (the “Credit Agreement”) with Avenue Capital (the “Lender”). The Credit Agreement provides for a senior secured credit facility of up to an aggregate amount of $ 40 15 5 20 42 Proceeds from the Facility are expected to be utilized to: (1) repay the Company’s outstanding notes payable balances with CRG Financial, (2) general corporate purposes and (3) at the Company’s election, re-financing up to $ 5 Interest is based on the greater of: (1) the Prime Rate plus 4.75 12.5 1 20 6 The Facility includes various covenants including maintaining a minimum of $ 5 15 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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 December 31, 2022 and 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. These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets. |
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 $ 499 5.8 |
Use of Estimates | Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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, stockholders’ equity-based transactions, estimates to cash flow projections, and liquidity assessment. 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: (1) $ 169,385 35,165 |
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 some cases, the customer does not obtain control until the product reaches the customer’s delivery site; in these cases, recognition of revenue is deferred until that time. 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 where delivery is not commensurate upon shipment of the product, recognition of revenue is deferred until that time. 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 and are 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 product revenues approximated $ 5.2 4.7 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 2.5 1.8 As of December 31, 2022 and 2021, the Company has accrued contract liabilities, as deferred revenue, of approximately $ 5.5 1.5 For the years ended December 31, 2022 and 2021, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Year Ended December 31, 2022 % 2021 % Telehealth revenue $ 82,649,845 69 % $ 68,197,128 73 % WorkSimpli revenue 36,383,675 31 % 24,678,678 27 % Total net revenue $ 119,033,520 100 % $ 92,875,806 100 % |
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 the following: (1) obligations for products which the customer has not yet obtained control due to delivery not commensurate upon shipment of the product, (2) obligations on WorkSimpli in-process monthly or yearly contracts with customers and (3) a portion attributable to the yet to be recognized WorkSimpli initial 14-day trial period collections. SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY 2022 2021 Year Ended December 31, 2022 2021 Beginning of period $ 1,499,880 $ 916,880 Additions 37,410,617 23,430,037 Revenue recognized (33,362,991 ) (22,847,037 ) End of period $ 5,547,506 $ 1,499,880 |
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, net | Accounts Receivable, net 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 December 31, 2022 and 2021, the reserve for sales returns and allowances was approximately $ 815 477 |
Inventory | Inventory As of December 31, 2022 and 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 December 31, 2022 and 2021, the Company recorded an inventory reserve in the amount of $ 160,898 57,481 As of December 31, 2022 and 2021, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY 2022 2021 December 31, 2022 2021 Finished Goods - Products $ 2,587,370 $ 1,592,654 Raw materials and packaging components 1,276,891 81,427 Inventory reserve (160,898 ) (57,481 ) Total Inventory - net $ 3,703,363 $ 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 33 127 204 399 |
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 12.1 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 $ 8.0 8.0 827 Other intangible assets are comprised of: (1) a customer relationship asset 827 919 92 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets include equipment and capitalized software. 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 December 31, 2022 and 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 1 During the years ended December 31, 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 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 2022 2021 Year Ended December 31, 2022 2021 Series B Convertible Preferred Stock 1,404,868 1,264,868 Restricted Stock Units (RSUs) 1,743,250 975,375 Stock options 3,758,920 4,257,233 Warrants 3,859,638 3,888,438 Potentially dilutive securities 10,766,676 10,385,914 |
Segment Data | Segment Data Our portfolio of brands are included within two |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities subject to ongoing fair value measurement are categorized and disclosed into one of the three categories depending on observable or unobservable inputs employed in the measurement. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: 1. Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. 2. Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. 3. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s financial instruments, including cash, accounts receivable, accounts payable, and 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 December 31, 2022, we utilized four (4) suppliers for fulfillment services, six (6) suppliers for manufacturing finished goods, five (5) 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 Adopted Accounting Pronouncements | Recently Adopted 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DISAGGREGATED REVENUE | For the years ended December 31, 2022 and 2021, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Year Ended December 31, 2022 % 2021 % Telehealth revenue $ 82,649,845 69 % $ 68,197,128 73 % WorkSimpli revenue 36,383,675 31 % 24,678,678 27 % Total net revenue $ 119,033,520 100 % $ 92,875,806 100 % |
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 the following: (1) obligations for products which the customer has not yet obtained control due to delivery not commensurate upon shipment of the product, (2) obligations on WorkSimpli in-process monthly or yearly contracts with customers and (3) a portion attributable to the yet to be recognized WorkSimpli initial 14-day trial period collections. SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY 2022 2021 Year Ended December 31, 2022 2021 Beginning of period $ 1,499,880 $ 916,880 Additions 37,410,617 23,430,037 Revenue recognized (33,362,991 ) (22,847,037 ) End of period $ 5,547,506 $ 1,499,880 |
SUMMARY OF INVENTORY | As of December 31, 2022 and 2021, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY 2022 2021 December 31, 2022 2021 Finished Goods - Products $ 2,587,370 $ 1,592,654 Raw materials and packaging components 1,276,891 81,427 Inventory reserve (160,898 ) (57,481 ) Total Inventory - net $ 3,703,363 $ 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 2022 2021 Year Ended December 31, 2022 2021 Series B Convertible Preferred Stock 1,404,868 1,264,868 Restricted Stock Units (RSUs) 1,743,250 975,375 Stock options 3,758,920 4,257,233 Warrants 3,859,638 3,888,438 Potentially dilutive securities 10,766,676 10,385,914 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 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: Customer relationship intangible asset 918,812 Trade name intangible asset 133,339 Developed technology intangible asset 12,920 Inventory 7,168 Fixed assets 37,888 Deferred taxes 354,000 Accounts payable and other current liabilities (408,030 ) Goodwill $ 8,035,665 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | As of December 31, 2022 and 2021, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS 2022 2021 Life 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 Purchased licenses 200,000 200,000 10 years Website domain name 22,731 22,231 3 years Less: accumulated amortization (2,043,971 ) (1,209,310 ) Total net amortizable intangible assets $ 3,831,859 $ 19,761 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | As of December 31, 2022 and 2021, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 Accrued selling and marketing expenses $ 3,508,883 $ 4,981,453 Sales tax payable 2,501,035 2,000,000 Purchase price payable 2,463,002 - Accrued dividends payable 776,563 871,476 Accrued compensation 576,027 1,657,843 Accrued interest 448,718 - Other accrued expenses 1,892,281 2,084,833 Total accrued expenses $ 12,166,509 $ 11,595,605 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE | A summary of outstanding and exercisable warrant activity is as follows: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE Warrants Outstanding Exercise Price per Share Weighted Average Weighted Average Balance at December 31, 2020 3,550,471 $ 1.40 5.75 6.85 $ 4.56 Granted 500,000 12.00 4.67 12.00 Exercised (162,033 ) 1.75 4.75 1.83 2.97 Balance at December 31, 2021 3,888,438 $ 1.40 12.00 5.85 $ 5.59 Granted - Exercised (22,000 ) 1.75 1.75 Cancelled/Forfeited/Expired (6,800 ) 2.00 2.00 Balance at December 31, 2022 3,859,638 $ 1.40 12.00 4.89 $ 5.60 Exercisable December 31, 2021 2,621,307 $ 1.40 12.00 6.36 $ 5.98 Exercisable December 31, 2022 3,836,993 $ 1.40 12.00 4.88 $ 5.63 |
Service-Based Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | A summary of outstanding service-based options activity (prior to the establishment of our 2020 Plan above) is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Exercise Price per Share Weighted Average Weighted Average Balance, December 31, 2020 2,457,400 $ 0.80 7.95 5.25 $ 2.30 Granted 490,000 3.78 19.61 6.53 11.64 Exercised (1,122,000 ) 0.80 2.00 2.22 1.38 Cancelled/Forfeited/Expired (166,667 ) 1.50 7.50 8.74 4.51 Balance at December 31, 2021 1,658,733 $ 1.00 19.61 5.85 $ 5.45 Granted 50,000 4.12 4.01 4.12 Exercised (149,400 ) 1.00 2.00 1.23 Cancelled/Forfeited/Expired (120,000 ) 1.00 4.12 3.21 3.33 Balance at December 31, 2022 1,439,333 $ 1.00 19.61 5.63 $ 6.11 Exercisable December 31, 2021 1,019,164 $ 1.00 19.61 5.21 $ 3.60 Exercisable at December 31, 2022 1,158,764 $ 1.00 19.61 5.63 $ 5.25 |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | A summary of outstanding performance-based options activity is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Exercise Price per Share Weighted Average Weighted Average Balance at December 31, 2020 1,155,000 $ 1.25 2.50 4.94 $ 1.71 Granted - Exercised (235,000 ) 2.00 0.03 2.00 Cancelled/Forfeited/Expired (385,000 ) 1.25 2.00 3.94 1.67 Balance at December 31, 2021 535,000 $ 1.25 2.50 5.59 $ 1.60 Granted 150,000 4.12 3.01 4.12 Exercised - Cancelled/Forfeited/Expired (150,000 ) 4.12 3.01 4.12 Balance at December 31, 2022 535,000 $ 1.25 2.50 4.59 $ 1.60 Exercisable December 31, 2021 100,000 $ 1.75 2.50 1.96 $ 2.01 Exercisable at December 31, 2022 470,000 $ 1.50 2.50 4.58 $ 1.61 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE | A summary of outstanding RSU activity (outside of our 2020 Plan) is as follows: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSU Outstanding Balance at December 31, 2020 - Granted 620,000 Vested (20,000 ) Balance at December 31, 2021 600,000 Granted 260,000 Vested (145,000 ) Balance at December 31, 2022 715,000 |
Restricted Stock Units (RSUs) [Member] | 2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE | A summary of outstanding RSU activity under our 2020 Plan is as follows: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSU Outstanding Balance at December 31, 2020 - Granted 459,250 Vested (77,875 ) Forfeited (6,000 ) Balance at December 31, 2021 375,375 Granted 922,500 Vested (177,125 ) Forfeited (92,500 ) Balance at December 31, 2022 1,028,250 |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | A summary of outstanding options activity under our 2020 Plan is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Exercise Price per Share Weighted Average Weighted Average Balance, December 31, 2020 720,000 $ 7.21 8.81 9.76 $ 7.73 Granted 1,354,500 4.57 21.02 8.99 10.34 Exercised - Cancelled/Forfeited/Expired (11,000 ) 13.74 9.48 13.74 Balance at December 31, 2021 2,063,500 $ 4.57 21.02 8.04 $ 9.41 Granted 169,500 2.30 13.74 3.78 6.12 Exercised - Cancelled/Forfeited/Expired (448,413 ) 3.68 13.74 7.99 7.66 Balance at December 31, 2021 1,784,587 $ 2.30 21.02 6.95 $ 9.54 Exercisable at December 31, 2021 636,229 $ 4.57 21.02 8.95 $ 9.18 Exercisable at December 31, 2022 1,185,153 $ 2.30 21.02 7.64 $ 9.62 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Fiscal year 2023 $ 823,350 Fiscal year 2024 523,206 Fiscal year 2025 68,850 Less: imputed interest (85,177 ) Present value of operating lease liabilities $ 1,330,229 |
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES | Other information related to operating lease liabilities consisted of the following: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES Year Ended December 31, 2022 2021 Cash paid for operating lease liabilities $ 773,952 $ 392,241 Weighted average remaining lease term in years 2.82 3.75 Weighted average discount rate 7.15 % 7.15 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION CHARGES | The income tax provision charged to continuing operations for the years ended December 31, 2022 and 2021 was as follows: SCHEDULE OF INCOME TAX PROVISION CHARGES 2022 2021 December 31, 2022 2021 Current: U.S. federal $ - $ - State and local 6,700 7,700 Total 6,700 7,700 Deferred: U.S. federal 1,719,000 - State and local (1,365,000 ) - Total 354,000 - Provision for income taxes $ 360,700 $ 7,700 |
SCHEDULE OF PROVISION DIFFERS FROM THE AMOUNT OF INCOME TAX | The provision for income taxes differs from the expected amount of income tax expense (benefit) determined by applying a combined U.S. federal and state (Puerto Rico) income tax rate of 25 SCHEDULE OF PROVISION DIFFERS FROM THE AMOUNT OF INCOME TAX 2022 2021 December 31, 2022 2021 Computed “expected” tax expense (benefit) $ (9,474,000 ) $ (12,684,000 ) Increase (decrease) in income taxes resulting from: State taxes (714,000 ) (618,000 ) Permanent differences 730,000 (52,000 ) Apportionment of Puerto Rico income (108,000 ) 76,000 Nondeductible expenses - - Change in valuation allowance 9,973,000 13,192,000 Other (46,300 ) 93,700 Provision for income taxes $ 360,700 $ 7,700 |
SCHEDULE OF NET DEFERRED TAX LIABILITIES | Net deferred tax liabilities consist of the following components as of December 31, 2022 and 2021: SCHEDULE OF NET DEFERRED TAX LIABILITIES 2022 2021 December 31, 2022 2021 Deferred tax liability: Other $ - $ - - - Deferred tax assets: Stock-based compensation 11,646,000 6,899,000 Sec 174 – software development 142,000 - Temporary differences 2,389,000 1,201,000 Net operating loss carryforwards 21,382,000 15,673,000 Total 35,559,000 23,773,000 Less valuation allowance (35,559,000 ) (23,773,000 ) Total $ - $ - |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF RELEVANT SEGMENT DATA | SCHEDULE OF RELEVANT SEGMENT DATA 2022 2021 Year Ended December 31, 2022 2021 Telehealth Revenue $ 82,649,845 $ 68,197,128 Gross margin 78.4 % 74.3 % Operating loss $ 45,918,588 $ 51,411,142 Total assets $ 18,163,464 $ 48,056,920 WorkSimpli Revenue $ 36,383,675 $ 24,678,678 Gross margin 97.7 % 98.2 % Operating (income) loss $ (2,470,807 ) $ 2,889,939 Total assets $ 7,502,389 $ 1,866,323 Consolidated Revenue $ 119,033,520 $ 92,875,806 Gross margin 84.3 % 80.6 % Operating loss $ 43,447,781 $ 54,301,081 Total assets $ 25,665,853 $ 49,923,243 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Feb. 04, 2023 | Jan. 18, 2022 | Oct. 04, 2021 | Jun. 08, 2021 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Feb. 22, 2021 | Jan. 22, 2021 | Apr. 25, 2019 | Jun. 30, 2018 | Apr. 01, 2016 | |
Common stock per share | $ 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 converted | 507,000 | ||||||||||||
Percentage of payment acquistion | 15% | ||||||||||||
Asset acquisition closing | $ 62,500 | ||||||||||||
Accumulated deficit | 190,562,994 | 141,921,085 | |||||||||||
Cash | 14,600,000 | ||||||||||||
Issuance of private placement | $ 60,000,000 | 13,495,270 | |||||||||||
Proceeds from sale of securities | $ 55,300,000 | ||||||||||||
Shares and Securities [Member] | |||||||||||||
Raise up funds | $ 150,000,000 | ||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||
Consideration paid | 4,000,000 | ||||||||||||
Business acquisition periodic payments | $ 500,000 | ||||||||||||
Percentage of payment acquistion | 15% | ||||||||||||
ATM Sales Agreement [Member] | |||||||||||||
Issuance of private placement | $ 493,481 | ||||||||||||
Proceeds from sale of securities | 59,500,000 | ||||||||||||
Shelf Agreement [Member] | |||||||||||||
Proceeds from sale of securities | $ 32,000,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Payments to acquire businesses, net of cash acquired | $ 250,000 | ||||||||||||
Payments to acquire businesses, gross | 460,000 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Payments to acquire businesses, net of cash acquired | $ 3,670,000 | ||||||||||||
Second Anniversaries [Member] | |||||||||||||
Milestone payments | $ 1,730,000 | ||||||||||||
LegalSimpli Software, LLC [Member] | |||||||||||||
Voting interests acquired | 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% | 85.60% |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total net revenue | $ 119,033,520 | $ 92,875,806 |
Total net revenue, percent | 100% | 100% |
Telehealth [Member] | ||
Total net revenue | $ 82,649,845 | $ 68,197,128 |
Total net revenue, percent | 69% | 73% |
WorkSimpli [Member] | ||
Total net revenue | $ 36,383,675 | $ 24,678,678 |
Total net revenue, percent | 31% | 27% |
SCHEDULE OF CONTRACT WITH CUSTO
SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Beginning of period | $ 1,499,880 | $ 916,880 |
Additions | 37,410,617 | 23,430,037 |
Revenue recognized | (33,362,991) | (22,847,037) |
End of period | $ 5,547,506 | $ 1,499,880 |
SUMMARY OF INVENTORY (Details)
SUMMARY OF INVENTORY (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Finished Goods - Products | $ 2,587,370 | $ 1,592,654 |
Raw materials and packaging components | 1,276,891 | 81,427 |
Inventory reserve | (160,898) | (57,481) |
Total Inventory - net | $ 3,703,363 | $ 1,616,600 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Potentially dilutive securities | 10,766,676 | 10,385,914 |
Restricted Stock Units (RSUs) [Member] | ||
Potentially dilutive securities | 1,743,250 | 975,375 |
Share-Based Payment Arrangement, Option [Member] | ||
Potentially dilutive securities | 3,758,920 | 4,257,233 |
Warrant [Member] | ||
Potentially dilutive securities | 3,859,638 | 3,888,438 |
Series B Convertible Preferred Stock [Member] | ||
Potentially dilutive securities | 1,404,868 | 1,264,868 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) Segment $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 | |
Net loss | $ (45,535,659) | $ (60,897,704) | ||
Development costs | $ 2,970,202 | 948,157 | ||
Subscription price per share | $ / shares | $ 1.95 | |||
Accrued contract liabilities | $ 5,500,000 | 1,500,000 | ||
Sales returns and allowances | 815,000 | 477,000 | ||
Inventory reserve | 160,898 | 57,481 | ||
Deposits assets, current | 127,265 | 203,556 | ||
Purchase obligation | 399,000 | |||
Capitalized software costs | 12,100,000 | 3,600,000 | ||
Goodwill impairment loss | 8,000,000 | |||
Intangible asset impairment charge | 827,000 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 2,043,971 | 1,209,310 | ||
Proceeds from aggregate loan received | 15,000,000 | |||
Principal of paycheck protection loans forgiven | 63,400 | 184,914 | ||
Notes payable, current | $ 2,797,250 | 63,400 | ||
Number of operating segments | Segment | 2 | |||
Paycheck Protection Program Loan [Member] | ||||
Proceeds from aggregate loan received | $ 249,000 | |||
Interest rate on loan | 1% | |||
Notes payable, current | 63,400 | |||
Cleared Customer Relationships [Member] | ||||
Goodwill impairment loss | $ 826,931 | |||
Finite-Lived Intangible Assets, Gross | 918,812 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 91,881 | |||
Minimum [Member] | ||||
Percentage of interest-bearing domestic deposits | 10% | |||
Maximum [Member] | ||||
Percentage of interest-bearing domestic deposits | 33% | |||
Product [Member] | ||||
Customer discounts and allowance | $ 5,200,000 | 4,700,000 | ||
Software Revenue [Member] | ||||
Customer discounts and allowance | 2,500,000 | 1,800,000 | ||
Other Operating Expense [Member] | ||||
Development costs | 169,385 | |||
Lease expense | $ 35,165 | |||
LifeMD PC [Member] | ||||
Revenues | 499,000 | |||
Net loss | $ 5,800,000 | |||
WorkSimpli Software LLC [Member] | ||||
Percentage of ownership equity interest | 85.60% | 73.64% | ||
WorkSimpli Software LLC [Member] | ||||
Non-controlling interest rate | 34.60% |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Jan. 18, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
Purchase price, net of cash acquired | $ 9,091,762 | |
Customer relationship intangible asset | 918,812 | |
Trade name intangible asset | 133,339 | |
Developed technology intangible asset | 12,920 | |
Inventory | 7,168 | |
Fixed assets | 37,888 | |
Deferred taxes | 354,000 | |
Accounts payable and other current liabilities | (408,030) | |
Goodwill | $ 8,000,000 | $ 8,035,665 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 04, 2023 | Feb. 04, 2023 | Jan. 18, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Business combination, consideration transferred | $ 9,100,000 | |||||
Cash paid upfront | 1,000,000 | |||||
Future payable | 3,000,000 | |||||
Business combination, contingent consideration, asset | 5,100,000 | |||||
Potential earn out | 72,800,000 | |||||
Aggregate goodwill recognized | $ 8,035,665 | $ 8,000,000 | ||||
Reduction of contingent consideration | 5,101,000 | |||||
Goodwill, impairment loss | $ 8,000,000 | |||||
Payment acquisition | 15% | |||||
Acquisition closing | $ 62,500 | |||||
ResumeBuild [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Asset acquisition, price of acquisition, expected | 4,500,000 | |||||
Asset Purchase Agreement [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Consideration paid | $ 4,000,000 | |||||
Payment acquisition | 15% | |||||
Subsequent Event [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Payment of purchase price at closing | $ 460,000 | |||||
Subsequent Event [Member] | Stock Purchase Agreeement [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
First Amendment description | On February 4, 2023, the Company entered into the First Amendment to the Stock Purchase Agreement (the “First Amendment”) between the Company and the sellers of Cleared. The First Amendment was amended to, among other things: (i) reduce the total purchase price by $250 thousand to a total of $3.67 million; (ii) change the timing of the payment of the purchase price to $460 thousand paid at closing (which has already been paid by the Company), with the remaining amount to be paid in five quarterly installments beginning on or before February 6, 2023 and ending January 15, 2024; (iii) remove all “earn-out” payments payable by the Company to the sellers; and (iv) removing certain representations and warranties of the Company and sellers in connection with the transaction. | |||||
Reduction in total purchase price | $ 250,000 | |||||
Consideration paid | 3,670,000 | |||||
Payment of purchase price at closing | $ 460,000 | |||||
Telehealth [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Discount rate | 70.50% | |||||
ResumeBuild [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Business combination, contingent consideration, asset | $ 500,000 | |||||
Trade Names [Member] | Telehealth [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Royalty rates on fair value | 0.10% | |||||
Developed Technology Rights [Member] | Telehealth [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Royalty rates on fair value | 1% | |||||
Customer Relationships [Member] | Telehealth [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Royalty rates on fair value | 10% |
SCHEDULE OF GOODWILL AND INTANG
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (2,043,971) | $ (1,209,310) |
Total net amortizable intangible assets | 3,831,859 | 19,761 |
ResumeBuild Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website domain name | $ 4,500,000 | |
Amortizable Life | 5 years | |
Customer Relationship Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website domain name | $ 1,006,840 | 1,006,840 |
Amortizable Life | 3 years | |
Cleared Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website domain name | $ 133,339 | |
Amortizable Life | 5 years | |
Cleared Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website domain name | $ 12,920 | |
Amortizable Life | 1 year | |
Purchased Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website domain name | $ 200,000 | 200,000 |
Amortizable Life | 10 years | |
Website Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website domain name | $ 22,731 | $ 22,231 |
Amortizable Life | 3 years |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 0 | $ 0 |
Impairment loss | 8,000,000 | |
Intangible assets, accumulated amortization | 2,043,971 | 1,209,310 |
Amortization | 926,542 | $ 342,310 |
2023 through 2026 [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization | 930,000 | |
2027 [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization | 112,000 | |
Cleared Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment loss | 826,931 | |
Intangible assets, cost | 918,812 | |
Intangible assets, accumulated amortization | $ 91,881 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued selling and marketing expenses | $ 3,508,883 | $ 4,981,453 |
Sales tax payable | 2,501,035 | 2,000,000 |
Purchase price payable | 2,463,002 | |
Accrued dividends payable | 776,563 | 871,476 |
Accrued compensation | 576,027 | 1,657,843 |
Accrued interest | 448,718 | |
Other accrued expenses | 1,892,281 | 2,084,833 |
Total accrued expenses | $ 12,166,509 | $ 11,595,605 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 23, 2021 | Mar. 17, 2021 | Nov. 30, 2022 | Oct. 31, 2022 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||
Interest expense | $ 1,275,946 | $ 3,019,716 | |||||
Paycheck Protection Program Loan [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | 0 | 63,400 | |||||
Merchant Funding Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Interest expense, debt | 653,156 | 159,494 | |||||
Merchant Funding Agreement [Member] | MO Technologies USA [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Proceeds from convertible promissory notes | $ 350,000,000 | $ 600,000 | |||||
Cash advances on service charge percentage | 3.99% | 3.99% | |||||
Paycheck Protection Program Loan [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | $ 249,000 | ||||||
Debt instrument, interest rate | 1% | ||||||
Maturity term | 5 years | ||||||
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 | |||||
Working Capital Loan [Member] | Amazon [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | 976,000 | ||||||
Proceeds from short term loan | $ 976,000 | ||||||
Interest expense | $ 62,157 | ||||||
Working Capital Loan [Member] | Balanced Management [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | $ 1,821,250 | ||||||
Proceeds from short term loan | $ 1,930,000 | ||||||
Interest expense | 840,000 | ||||||
Loan origination fees | $ 60,000 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | |||
Oct. 04, 2021 | Jun. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Dividend yield | 0% | |||
Expected term | 5 years | |||
Volatility | 132.40% | |||
Risk free interest percentage | 0.80% | |||
Amortization of debt discount | $ 2,090,236 | |||
Gross proceeds from issuance of debt | 15,000,000 | |||
Securities Purchase Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 15,000,000 | |||
Warrants exercise price | $ 12 | |||
Warrant description | which 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 | |||
Number of warrants issued | 500,000 | |||
Remaining common stock | 1,000,000 | |||
Increment in purchase | 500,000 | |||
Fair value warrants | 500,000 | |||
Fair Value Adjustment of Warrants | $ 6,270,710 | |||
Amortization of debt discount | $ 0 | 2,090,236 | ||
Warrants, term | 3 years | |||
Debt instrument, interest rate terms | The Aggregate Principal Amount of the Debenture, together with interest, is due and payable on June 1, 2024. The Debenture bears interest as follows: (i) for the period beginning on June 1, 2021 and ending on the date that is six (6) months thereafter (the “Initial Interest Rate Period”) shall be six percent (6%), (ii) for the period beginning the date following the Initial Interest Rate Period and ending on the date that is three (3) months thereafter (the “Second Interest Rate Period”), nine percent (9%), and (iii) for the period beginning the date following the Second Interest Rate Period and ending on June 1, 2024, twelve percent (12%). Until such time as the obligations shall have been paid in full, the Company shall apply thirty-five percent (35%) of the gross proceeds received by the Company from At-The-Market offerings of its Common Stock to partial redemptions of each Debenture on a pro rata basis. | |||
Gross proceeds from issuance of debt | $ 15,000,000 | |||
Proceeds from debt, net of issuance costs | $ 14,900,000 | |||
Loss on extinguishment of debt | $ 4,180,474 | |||
Interest expense, debt | $ 0 | $ 2,405,222 | ||
Securities Purchase Agreement [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrants to purchase common stock | 1,500,000 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Number of Shares Exercised | (90,400) | (375,000) |
Service-Based Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Life Beginning | 5 years 3 months | |
Weighted Average Exercise Price per Share Beginning | $ 5.45 | $ 2.30 |
Options Outstanding Number of Shares Granted | 50,000 | 490,000 |
Exercise Price per Share, Granted | $ 4.12 | |
Weighted Average Remaining Contractual Life | 4 years 3 days | 6 years 6 months 10 days |
Weighted Average Exercise Price per Share Exercised | $ 4.12 | $ 11.64 |
Options Outstanding Number of Shares Cancelled/Forfeited/Expired | (120,000) | (166,667) |
Weighted Average Remaining Contractual Life | 3.21 | 8.74 |
Weighted Average Exercise Price per Share Cancelled/Forfeited/Expired | $ 3.33 | $ 4.51 |
Weighted Average Remaining Contractual Life Ending | 5 years 7 months 17 days | 5 years 10 months 6 days |
Weighted Average Exercise Price per Share Ending | $ 6.11 | $ 5.45 |
Options Outstanding Number of Shares Exercisable Ending | 1,158,764 | 1,019,164 |
Weighted Average Remaining Contractual Life Ending | 5 years 7 months 17 days | 5 years 2 months 15 days |
Weighted Average Exercise Price per Share Exercisable Ending | $ 5.25 | $ 3.60 |
Options Outstanding Number of Shares Beginning | 1,658,733 | 2,457,400 |
Options Outstanding Number of Shares Exercised | (149,400) | (1,122,000) |
Weighted Average Remaining Contractual Life | 2 years 2 months 19 days | |
Weighted Average Exercise Price per Share, Exercised | $ 1.23 | $ 1.38 |
Options Outstanding Number of Shares Ending | 1,439,333 | 1,658,733 |
Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Life Beginning | 4 years 11 months 8 days | |
Weighted Average Exercise Price per Share Beginning | $ 1.60 | $ 1.71 |
Options Outstanding Number of Shares Granted | 150,000 | |
Exercise Price per Share, Granted | $ 4.12 | |
Weighted Average Remaining Contractual Life | 3 years 3 days | |
Weighted Average Exercise Price per Share Exercised | $ 4.12 | $ 2 |
Options Outstanding Number of Shares Cancelled/Forfeited/Expired | (150,000) | (385,000) |
Exercise Price per Share Cancelled/Forfeited/Expired | 4.12 | |
Weighted Average Remaining Contractual Life | 3.01 | 3.94 |
Weighted Average Exercise Price per Share Cancelled/Forfeited/Expired | $ 4.12 | $ 1.67 |
Weighted Average Remaining Contractual Life Ending | 4 years 7 months 2 days | 5 years 7 months 2 days |
Weighted Average Exercise Price per Share Ending | $ 1.60 | $ 1.60 |
Options Outstanding Number of Shares Exercisable Ending | 470,000 | 100,000 |
Weighted Average Remaining Contractual Life Ending | 4 years 6 months 29 days | |
Weighted Average Exercise Price per Share Exercisable Ending | $ 1.61 | $ 2.01 |
Options Outstanding Number of Shares Beginning | 535,000 | 1,155,000 |
Options Outstanding Number of Shares Exercised | (235,000) | |
Exercise Price per Share Exercised | $ 2 | |
Weighted Average Remaining Contractual Life | 10 days | |
Options Outstanding Number of Shares Ending | 535,000 | 535,000 |
Weighted Average Remaining Contractual Life Ending | 1 year 11 months 15 days | |
Minimum [Member] | 2020 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per Share Beginning | $ 4.57 | |
Exercise Price per Share Ending | $ 4.57 | |
Minimum [Member] | Service-Based Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per Share Beginning | $ 1 | 0.80 |
Exercise Price per Share, Granted | $ 3.78 | |
Exercise Price per Share Cancelled/Forfeited/Expired | 1 | 1.50 |
Exercise Price per Share Ending | $ 1 | $ 1 |
Exercise Price per Share Exercised | 1 | 0.80 |
Exercise Price per Share Exercisable Ending | 1 | 1 |
Minimum [Member] | Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per Share Beginning | 1.25 | $ 1.25 |
Exercise Price per Share Cancelled/Forfeited/Expired | 1.25 | |
Exercise Price per Share Ending | 1.25 | $ 1.25 |
Exercise Price per Share Exercisable Ending | 1.50 | 1.75 |
Maximum [Member] | 2020 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per Share Beginning | 21.02 | |
Exercise Price per Share Ending | 21.02 | |
Maximum [Member] | Service-Based Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per Share Beginning | $ 19.61 | 7.95 |
Exercise Price per Share, Granted | $ 19.61 | |
Exercise Price per Share Cancelled/Forfeited/Expired | 4.12 | 7.50 |
Exercise Price per Share Ending | $ 19.61 | $ 19.61 |
Exercise Price per Share Exercised | 2 | 2 |
Exercise Price per Share Exercisable Ending | 19.61 | 19.61 |
Maximum [Member] | Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per Share Beginning | 2.50 | $ 2.50 |
Exercise Price per Share Cancelled/Forfeited/Expired | 2 | |
Exercise Price per Share Ending | 2.50 | $ 2.50 |
Exercise Price per Share Exercisable Ending | $ 2.50 | $ 2.50 |
2020 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding number of shares, beginning balance | 2,063,500 | 720,000 |
Weighted Average Remaining Contractual Life Beginning | 9 years 9 months 3 days | |
Weighted Average Exercise Price per Share Beginning | $ 9.41 | $ 7.73 |
Options Outstanding Number of Shares Granted | 169,500 | 1,354,500 |
Weighted Average Remaining Contractual Life | 3 years 9 months 10 days | 8 years 11 months 26 days |
Weighted Average Exercise Price per Share Exercised | $ 6.12 | $ 10.34 |
Outstanding number of shares, exercised | ||
Options Outstanding Number of Shares Cancelled/Forfeited/Expired | (448,413) | (11,000) |
Exercise Price per Share Cancelled/Forfeited/Expired | 13.74 | |
Weighted Average Remaining Contractual Life | 7.99 | 9.48 |
Weighted Average Exercise Price per Share Cancelled/Forfeited/Expired | $ 7.66 | $ 13.74 |
Weighted Average Remaining Contractual Life Ending | 6 years 11 months 12 days | 8 years 14 days |
Outstanding number of shares, ending balance | 1,784,587 | 2,063,500 |
Weighted Average Exercise Price per Share Ending | $ 9.54 | $ 9.41 |
Options Outstanding Number of Shares Exercisable Ending | 1,185,153 | 636,229 |
Weighted Average Remaining Contractual Life Ending | 7 years 7 months 20 days | 8 years 11 months 12 days |
Weighted Average Exercise Price per Share Exercisable Ending | $ 9.62 | $ 9.18 |
2020 Plan [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per Share Beginning | 7.21 | |
Exercise Price per Share, Granted | $ 2.30 | 4.57 |
Exercise Price per Share Cancelled/Forfeited/Expired | 3.68 | |
Exercise Price per Share Ending | $ 2.30 | |
Number of Options, Exercise price, Ending | 2.30 | 4.57 |
2020 Plan [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per Share Beginning | 8.81 | |
Exercise Price per Share, Granted | $ 13.74 | 21.02 |
Exercise Price per Share Cancelled/Forfeited/Expired | 13.74 | |
Exercise Price per Share Ending | $ 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) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Outstanding number of shares, beginning balance | 3,888,438 | |
Outstanding number of shares, ending balance | 3,859,638 | 3,888,438 |
Outstanding number of shares, beginning balance | 3,550,471 | |
Weighted average remaining contractual life beginning | 5 years 10 months 6 days | 6 years 10 months 6 days |
Weighted average exercise price per share beginning | $ 4.56 | |
Outstanding number of shares, granted | 500,000 | |
Exercise price per share, granted | $ 12 | |
Weighted average remaining contractual life, granted | 4 years 8 months 1 day | |
Weighted average exercise price per share, granted | $ 12 | |
Outstanding number of shares, exercised | (22,000) | (162,033) |
Exercise price per share, exercised | $ 1.75 | |
Weighted average remaining contractual life, exercised | 1 year 9 months 29 days | |
Weighted average exercise price per share, exercised | 1.75 | $ 2.97 |
Weighted Average Exercise Price per Share Beginning | $ 5.59 | |
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 | |
Weighted average remaining contractual life, ending | 4 years 10 months 20 days | |
Weighted Average Exercise Price per Share Ending | $ 5.60 | $ 5.59 |
Outstanding number of shares, exercisable, ending | 3,836,993 | 2,621,307 |
Weighted average remaining contractual life, exercisable, ending | 4 years 10 months 17 days | 6 years 4 months 9 days |
Weighted average exercise price per share exercisable ending | $ 5.63 | $ 5.98 |
Warrant [Member] | Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share, beginning balance | 1.40 | 1.40 |
Exercise price per share, exercised | 1.75 | |
Exercise price per share, ending balance | 1.40 | 1.40 |
Exercise price per share, exercisable, ending | 1.40 | 1.40 |
Warrant [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share, beginning balance | 12 | 5.75 |
Exercise price per share, exercised | 4.75 | |
Exercise price per share, ending balance | 12 | 12 |
Exercise price per share, exercisable, ending | $ 12 | $ 12 |
Restricted Stock Units (RSUs) [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Outstanding number of shares, beginning balance | 600,000 | |
Outstanding number of shares, granted | 260,000 | 620,000 |
Outstanding number of shares, vested | (145,000) | (20,000) |
Outstanding number of shares, ending balance | 715,000 | 600,000 |
Restricted Stock Units (RSUs) [Member] | 2020 Plan [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Outstanding number of shares, beginning balance | 375,375 | |
Outstanding number of shares, granted | 922,500 | 459,250 |
Outstanding number of shares, vested | (177,125) | (77,875) |
Outstanding Number of Shares, Forfeited | (92,500) | (6,000) |
Outstanding number of shares, ending balance | 1,028,250 | 375,375 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Oct. 04, 2021 | Jun. 08, 2021 | Feb. 11, 2021 | Jan. 22, 2021 | Aug. 28, 2020 | Aug. 27, 2020 | Sep. 30, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 16, 2022 | Jun. 24, 2021 | Jun. 02, 2021 | Feb. 22, 2021 | Jan. 08, 2021 | Jan. 02, 2021 | |
Class of Stock [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||||||
Preferred stock, at par value | $ 0.0001 | |||||||||||||||||
Undesignated preferred stock | 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. | |||||||||||||||||
Proceeds from issuance of private placement | $ 60,000,000 | $ 13,495,270 | ||||||||||||||||
New issues | $ 58,500,000 | |||||||||||||||||
Proceeds from issuance of common stock after deduction | $ 55,300,000 | |||||||||||||||||
Common stock share service | 306,250 | 1,347,875 | ||||||||||||||||
Cumulative Distributions on Preferred Stock | $ 2.21875 | |||||||||||||||||
Percentage of preferred stock liquidation preference | 8.875% | |||||||||||||||||
Preferred stock liquidation preference | $ 25 | |||||||||||||||||
Membership interests, description | The Series A Preferred Stock is perpetual and has no maturity date. The Series A Preferred Stock will be redeemable at our option, in whole or in part, at the following redemption prices, plus any accrued and unpaid dividends up to, but not including, the date of redemption: 1) on and after October 15, 2022 and prior to October 15, 2023, at a redemption price equal to $25.75 per share, 2) on and after October 15, 2023 and prior to October 15, 2024, at a redemption price equal to $25.50 per share, 3) on and after October 15, 2024 and prior to and prior to October 15, 2025 at a redemption price equal to $25.25 per share and 4) on and after October 15, 2025 at a redemption price equal to $25.00 per share. In addition, upon the occurrence of a delisting event or change of control, we may, subject to certain conditions, at our option, redeem the Series A Preferred Stock, in whole or in part within 90 days after the first date on which such delisting event occurred or within 120 days after the first date on which such change of control occurred, as applicable, by paying $25.00 per share, plus any accumulated and unpaid dividends up to, but not including, the redemption date. | |||||||||||||||||
Accumulated and unpaid dividends | $ 25 | |||||||||||||||||
Number of shares issued | 400,000 | |||||||||||||||||
Number of stock issued for option exercise | 90,400 | 375,000 | ||||||||||||||||
Proceeds from Stock Options Exercised | $ 90,400 | $ 670,750 | ||||||||||||||||
Cashless exercise of options shares | 29,691 | 873,047 | ||||||||||||||||
Number of warrants exercised | 22,000 | 162,033 | ||||||||||||||||
Proceeds from Warrant Exercises | $ 38,500 | $ 480,609 | ||||||||||||||||
Membership interests purchases | 400,000 | |||||||||||||||||
Gross proceeds issuance of common stock | $ 493,481 | |||||||||||||||||
Aggregate purchase price | $ 816,000 | |||||||||||||||||
Dividend yield | 0% | |||||||||||||||||
Volatility, minimum | 132.40% | |||||||||||||||||
Risk free interest percentage | 0.80% | |||||||||||||||||
Expected term | 5 years | |||||||||||||||||
2020 Plan [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of options granted | 169,500 | 1,354,500 | ||||||||||||||||
Contractual term | 6 years 11 months 12 days | 8 years 14 days | ||||||||||||||||
Fair value of options granted | $ 919,280 | |||||||||||||||||
Dividend yield | 0% | |||||||||||||||||
Expected term, minimum | 4 years | |||||||||||||||||
Volatility, minimum | 135.65% | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 741.77% | |||||||||||||||||
Risk free interest percentage | 0.90% | |||||||||||||||||
Risk free rate, maximum | 3.62% | |||||||||||||||||
Share based compensation | $ 5,319,512 | $ 5,566,981 | ||||||||||||||||
Unamortized expense | $ 5,635,180 | |||||||||||||||||
Employees and Advisory Board Members [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of options granted | 369,500 | |||||||||||||||||
Conversion Labs PR LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Note payable | $ 375,823 | $ 375,823 | ||||||||||||||||
Debt conversion share issued | 37,531 | |||||||||||||||||
Aggregate purchase price | $ 100,000 | |||||||||||||||||
Conversion Labs PR LLC [Member] | Work Simpli Software [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Membership interests, description | The CVLB PR MIPA provided 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. | |||||||||||||||||
Membership interests purchases | 12,000 | |||||||||||||||||
Aggregate purchase price | $ 300,000 | |||||||||||||||||
Conversion Labs PR LLC [Member] | Founding Members MIPAs [Member] | Work Simpli Software [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Membership interests purchases | 2,183 | |||||||||||||||||
Aggregate purchase price | $ 225,000 | |||||||||||||||||
Minimum [Member] | Employees and Advisory Board Members [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Contractual term | 3 years 6 months | |||||||||||||||||
Maximum [Member] | Employees and Advisory Board Members [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Contractual term | 4 years | |||||||||||||||||
October 15 2022 & October 15 2023 [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Redemption price | $ 25.75 | |||||||||||||||||
October 15 2023 & October 15 2024 [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Redemption price | 25.50 | |||||||||||||||||
October 15 2024 & October 15 2025 [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Redemption price | 25.25 | |||||||||||||||||
October 15 2025 & After [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Redemption price | $ 25 | |||||||||||||||||
Service-Based Stock Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued | 29,691 | |||||||||||||||||
Number of stock issued for option exercise | 149,400 | 1,122,000 | ||||||||||||||||
Number of options granted | 50,000 | 490,000 | ||||||||||||||||
Contractual term | 5 years 7 months 17 days | 5 years 10 months 6 days | ||||||||||||||||
Fair value of options granted | $ 205,995 | |||||||||||||||||
Dividend yield | 0% | |||||||||||||||||
Expected term, minimum | 4 years | |||||||||||||||||
Volatility, minimum | 420.16% | |||||||||||||||||
Risk free interest percentage | 1.37% | |||||||||||||||||
Share based compensation | $ 2,126,756 | $ 2,013,749 | ||||||||||||||||
Unamortized expense | $ 2,566,728 | |||||||||||||||||
Number of share based compensation option exercised for cashless | 59,000 | |||||||||||||||||
Issuance of stock options were exercised for cash | 90,400 | |||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued | 215,877 | |||||||||||||||||
Number of stock issued for option exercise | 235,000 | |||||||||||||||||
Number of options granted | 150,000 | |||||||||||||||||
Contractual term | 4 years 7 months 2 days | 5 years 7 months 2 days | ||||||||||||||||
Fair value of options granted | $ 617,980 | |||||||||||||||||
Dividend yield | 0% | |||||||||||||||||
Share based compensation | $ 423,188 | $ 222,897 | ||||||||||||||||
Expected term | 3 years 6 months | |||||||||||||||||
Volatility | 444% | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.37% | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based compensation | $ 1,609,257 | $ 846,600 | ||||||||||||||||
Unamortized expense | $ 5,155,143 | |||||||||||||||||
Shares, granted | 260,000 | 620,000 | ||||||||||||||||
Net of forfeitures | $ 743,400 | |||||||||||||||||
Number of shares vested | 145,000 | 20,000 | ||||||||||||||||
Number of shares issued | 145,000 | |||||||||||||||||
Warrant for Services [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based compensation | $ 1,629,247 | $ 2,419,896 | ||||||||||||||||
Unamortized expenses | 17,981 | |||||||||||||||||
Warrant and Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based compensation | 13,734,614 | 12,071,659 | ||||||||||||||||
Unamortized expenses | $ 17,330,882 | |||||||||||||||||
Investors [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Re-purchase of additional stock options reduced | 30% | 10% | ||||||||||||||||
Option Agreement [Member] | Conversion Labs PR LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Re-purchase of additional stock options reduced | 72.98% | 72.98% | ||||||||||||||||
ATM Sales Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Proceeds from issuance of private placement | $ 493,481 | |||||||||||||||||
Proceeds from issuance of common stock after deduction | $ 59,500,000 | |||||||||||||||||
Number of common stock shares sold | 70,786 | |||||||||||||||||
Shelf Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Proceeds from issuance of common stock after deduction | $ 32,000,000 | |||||||||||||||||
Common Underwriting Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Proceeds from issuance of common stock after deduction | $ 21,800,000 | |||||||||||||||||
Common stock share service | 3,833,334 | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
New issues | $ 3,500,000 | |||||||||||||||||
Proceeds from issuance of common stock after deduction | $ 2,892,500 | |||||||||||||||||
Share issue price per share | $ 1,000 | |||||||||||||||||
Number of shares issued | 3,500 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 607,500 | |||||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock, par value | $ 0.01 | |||||||||||||||||
Proceeds from issuance of common stock after deduction | $ 13,500,000 | |||||||||||||||||
Share issue price per share | $ 23 | |||||||||||||||||
Number of shares issued | 608,696 | |||||||||||||||||
Gross proceeds issuance of common stock | $ 14,000,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,500,000 | |||||||||||||||||
Operating Agreement [Member] | Conversion Labs PR LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Re-purchase of additional stock options reduced | 51% | 51% | ||||||||||||||||
Operating Agreement [Member] | Conversion Labs PR LLC [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Re-purchase of additional stock options reduced | 85.58% | 85.58% | ||||||||||||||||
Option Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Membership interests, 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” 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%. | |||||||||||||||||
Re-purchase of additional stock options | 13.25% | |||||||||||||||||
Purchase price per membership interest | $ 1 | |||||||||||||||||
Option Agreement [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Tranchee shares membership interest | 10,300 | |||||||||||||||||
Option Agreement [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Tranchee shares membership interest | 2,100 | |||||||||||||||||
Option Agreement [Member] | Conversion Labs PR LLC [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Re-purchase of additional stock options reduced | 85.58% | |||||||||||||||||
Option Agreement [Member] | Conversion Labs PR LLC [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Re-purchase of additional stock options reduced | 73.64% | |||||||||||||||||
Fitzpatrick Option Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Membership interests, 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. | |||||||||||||||||
Tranchee shares membership interest | 10,300 | 10,300 | ||||||||||||||||
Purchase price per membership interest | $ 1 | $ 1 | ||||||||||||||||
Fitzpatrick Option Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Gross sales | $ 2,500,000 | |||||||||||||||||
Fitzpatrick Option Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Gross sales | 4,000,000 | |||||||||||||||||
Fitzpatrick Option Agreement [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Gross sales | $ 8,000,000 | |||||||||||||||||
Pathak Option Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Membership interests, 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. | |||||||||||||||||
Tranchee shares membership interest | 2,100 | 2,100 | ||||||||||||||||
Purchase price per membership interest | $ 1 | $ 1 | ||||||||||||||||
Pathak Option Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Gross sales | $ 2,500,000 | |||||||||||||||||
Pathak Option Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Gross sales | 4,000,000 | |||||||||||||||||
Pathak Option Agreement [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Gross sales | $ 8,000,000 | |||||||||||||||||
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 | |||||||||||||||||
Reserved for common stock future issuance | 1,500,000 | 1,500,000 | ||||||||||||||||
Remaining authorization of shares | 1,732,163 | |||||||||||||||||
2020 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based compensation | $ 2,626,654 | $ 1,001,536 | ||||||||||||||||
Unamortized expense | $ 3,955,850 | |||||||||||||||||
Shares, granted | 922,500 | 459,250 | ||||||||||||||||
Net of forfeitures | $ 2,716,440 | |||||||||||||||||
Number of shares vested | 177,125 | 77,875 | ||||||||||||||||
Number of shares issued | 111,250 | |||||||||||||||||
Shares and Securities [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Raise up funds | $ 150,000,000 | |||||||||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share issue price per share | $ 4.60 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 400 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 5,000 | |||||||||||||||||
Series B Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share issue price per share | $ 15 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 1,610,000 | 1,610,000 | ||||||||||||||||
Preferred stock, at par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Purchase of underwriting shares | 1,400,000 | |||||||||||||||||
Preferred Stock, Shares Issued | 1,400,000 | 1,400,000 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 5,000 | |||||||||||||||||
Preferred stock, at par value | $ 1,000 | |||||||||||||||||
Membership interests, description | If at any time following the twelve (12)-month anniversary of the Closing (a) the prevailing VWAP (as defined in the Series B Designations) of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $15.00 per share ($3.00 pre-split) (subject to adjustments for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events), and (b) the average trading volume of the Common Stock over the trailing ninety (90)-day period is equal to or greater than 40,000 shares of Common Stock per day, the Company shall have the right, but not the obligation, in its sole discretion, to elect to convert all, but not less than all, of the then-outstanding shares of Series B Preferred Stock into Common Stock by delivering written notice of such election (the “Forced Conversion Notice”) to the holders of the Series B Preferred Stock within ten (10) Business Days following the satisfaction of the criteria of clauses (a) and (b) above (a “Forced Conversion”). | |||||||||||||||||
Share issue price per share | $ 3.25 | |||||||||||||||||
Preferred stock dividend rate percentage | 13% | |||||||||||||||||
Number of shares issued | 40,000 | |||||||||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share issue price per share | $ 15 | |||||||||||||||||
Number of shares issued | 40,000 | |||||||||||||||||
Share issue price per share pre-split | $ 3 | |||||||||||||||||
Series B Preferred Stock [Member] | PIK Shares [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Membership interests, description | The Preferred Dividends shall accrue and be cumulative from and after the date of issuance of any share of Series B Preferred Stock on a daily basis computed on the basis of a 365-day year and compounded quarterly. The Preferred Dividends are payable only when, as, and if declared by the Board of Directors of the Company (the “Board”) and the Company has no obligation to pay such Preferred Dividends; provided, however, if the Board determines to pay any Preferred Dividends, the Company shall pay such dividends in kind in a number of additional shares of Series B Preferred Stock (the “PIK Shares”) equal to the quotient of (i) the aggregate amount of the Preferred Dividends being paid by the Company in respect of the shares of Series B Preferred Stock held by such holder, divided by (ii) the Series B Issue Price (as defined in the Series B Designations); provided, further, that, at the election of the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding, in their sole discretion, such Preferred Dividends shall be paid in cash or a combination of cash and PIK Shares. Notwithstanding the foregoing, the Preferred Dividends may be paid in cash at the election of the Company if, and only if, (a) the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding consent in writing to the payment of any specific dividend in cash, or (b) at any time following the twenty-four (24) month anniversary of the Closing, (i) the prevailing volume-weighted average price (“VWAP”) of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $15.00 per share (subject to adjustments for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events), and (ii) the average trading volume of the Common Stock over the trailing ninety (90)-day period is equal to or greater than 40,000 shares of Common Stock per day, or (c) at any time following the thirty-six (36) month anniversary of the Closing. | |||||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Dividends, Preferred Stock, Cash | $ 3,500,000 | |||||||||||||||||
Accrued dividend | $ 455,000 | $ 455,000 | ||||||||||||||||
Preferred Stock, Shares Issued | 4,565,822 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) | Dec. 31, 2022 USD ($) |
Leases | |
Fiscal year 2023 | $ 823,350 |
Fiscal year 2024 | 523,206 |
Fiscal year 2025 | 68,850 |
Less: imputed interest | (85,177) |
Present value of operating lease liabilities | $ 1,330,229 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Cash paid for operating lease liabilities | $ 773,952 | $ 392,241 |
Weighted average remaining lease term in years | 2 years 9 months 25 days | 3 years 9 months |
Weighted average discount rate | 7.15% | 7.15% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease expenses | $ 871,344 | $ 47,565 |
Lessee, operating lease, term of contract | 12 months | |
Short term lease payments | $ 2,700 | |
Payments for rent | $ 3,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Feb. 28, 2022 | Dec. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||||||
Proceeds from issuance of common stock | $ 493,481 | |||||
Purchase obligation | $ 399,000 | |||||
Stockholders' equity, reverse stock split | 5-for-1 | |||||
Number of common stock issued | 400,000 | |||||
Number of additional shares issued | 100,000 | |||||
Harborside Advisors LLC [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 | |||||
Incurred damages | $ 75,000 | |||||
Harborside Advisors LLC [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, damages sought, value | 33,020,000 | |||||
Harborside Advisors LLC [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 | |||||
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 | |||||
Percentage of net income | 10% | |||||
Accrued expenses | $ 138,000 | $ 0 | ||||
Share based compensation arrangement by share based payment award, expiration period | 10 years | |||||
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 December 31, 2022 | |||||
Stock option to purchase shares | 20,000 | |||||
Stock option exercise price | $ 2.50 | |||||
M.ALPHABET, LLC [Member] | Common Stock One [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Stock option to purchase shares | 20,000 | |||||
Stock option 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] | ||||||
Stock option to purchase shares | 20,000 | |||||
Stock option exercise price | $ 2.50 | |||||
Proceeds from issuance of common stock | $ 10,000,000 | |||||
M.ALPHABET, LLC [Member] | Common Stock Three [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Stock option to purchase shares | 40,000 | |||||
Stock option exercise price | $ 3.75 | |||||
Proceeds from issuance of common stock | $ 20,000,000 | |||||
Conversion Labs Rx Business [Member] | Harborside Advisors LLC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Stock issued in issuance costs | $ 5,000,000 | |||||
Conversion Labs Rx Business [Member] | Harborside Advisors LLC [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Stock issued in 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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Payments for rent | $ 3,000 | |
Payments to acquire property, plant, and equipment | 366,633 | $ 247,365 |
Work Simpli Software [Member] | Software Development Services [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for services | 1,500,000 | 850 |
Chief Executive Officer [Member] | Asset Purchase Agreement [Member] | Bv Global [Member] | ||
Related Party Transaction [Line Items] | ||
Payments to acquire property, plant, and equipment | 9,000 | |
BV Global Fulfillment [Member] | Chief Executive Officer [Member] | Minimum [Member] | ||
Related Party Transaction [Line Items] | ||
Monthly fees | 13,000 | |
BV Global Fulfillment [Member] | Chief Executive Officer [Member] | Maximum [Member] | ||
Related Party Transaction [Line Items] | ||
Monthly fees | 16,000 | |
Puerto Rico Office Space [Member] | JLS Ventures LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Payments for rent | $ 0 | $ 78,750 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION CHARGES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
U.S. federal | ||
State and local | 6,700 | 7,700 |
Total | 6,700 | 7,700 |
Deferred: | ||
U.S. federal | 1,719,000 | |
State and local | (1,365,000) | |
Total | 354,000 | |
Provision for income taxes | $ 360,700 | $ 7,700 |
SCHEDULE OF PROVISION DIFFERS F
SCHEDULE OF PROVISION DIFFERS FROM THE AMOUNT OF INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Computed “expected” tax expense (benefit) | $ (9,474,000) | $ (12,684,000) |
State taxes | (714,000) | (618,000) |
Permanent differences | 730,000 | (52,000) |
Apportionment of Puerto Rico income | (108,000) | 76,000 |
Nondeductible expenses | ||
Change in valuation allowance | 9,973,000 | 13,192,000 |
Other | (46,300) | 93,700 |
Provision for income taxes | $ 360,700 | $ 7,700 |
SCHEDULE OF NET DEFERRED TAX LI
SCHEDULE OF NET DEFERRED TAX LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Other | ||
Stock-based compensation | 11,646,000 | 6,899,000 |
Sec 174 – software development | 142,000 | |
Temporary differences | 2,389,000 | 1,201,000 |
Net operating loss carryforwards | 21,382,000 | 15,673,000 |
Total | 35,559,000 | 23,773,000 |
Less valuation allowance | (35,559,000) | (23,773,000) |
Total |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 94.3 | |
Operating loss carryforwards expiration, description | the net operating loss carryforwards will expire in 2023 if not utilized prior, and will continue to expire during various years through 2038 | |
Valuation allowance increased | $ 11.8 | $ 20.8 |
Statutory income rate | 25% |
SCHEDULE OF RELEVANT SEGMENT DA
SCHEDULE OF RELEVANT SEGMENT DATA (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 119,033,520 | $ 92,875,806 |
Gross margin | 84.30% | 80.60% |
Operating loss | $ 43,447,781 | $ 54,301,081 |
Assets | 25,665,853 | 49,923,243 |
Telehealth [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 82,649,845 | $ 68,197,128 |
Gross margin | 78.40% | 74.30% |
Operating loss | $ 45,918,588 | $ 51,411,142 |
Assets | 18,163,464 | 48,056,920 |
WorkSimpli [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 36,383,675 | $ 24,678,678 |
Gross margin | 97.70% | 98.20% |
Operating loss | $ (2,470,807) | $ 2,889,939 |
Assets | $ 7,502,389 | $ 1,866,323 |
SEGMENT DATA (Details Narrative
SEGMENT DATA (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Mar. 21, 2023 | Feb. 06, 2023 | Feb. 04, 2023 | Jan. 18, 2022 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||||||
Payments to acquire businesses, net of cash acquired | $ 460,000 | $ 1,012,395 | |||||||
Shares issued | 400,000 | ||||||||
Common stock for services rendered, shares | 306,250 | 1,347,875 | |||||||
Forecast [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock for services rendered, shares | 99,375 | ||||||||
Credit Agreement [Member] | Forecast [Member] | Avenue Capital [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Term loans committed | $ 5,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments to acquire businesses, net of cash acquired | $ 250,000 | ||||||||
Payments to acquire businesses, gross | 460,000 | ||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments to acquire businesses, net of cash acquired | 3,670,000 | ||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments to acquire businesses, net of cash acquired | 250,000 | ||||||||
Payments to acquire businesses, gross | 460,000 | ||||||||
Shares issued | 337,895 | ||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments to acquire businesses, net of cash acquired | $ 3,670,000 | ||||||||
Subsequent Event [Member] | Credit Agreement [Member] | Avenue Capital [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Term loans | $ 15,000,000 | ||||||||
Term loans uncommitted | $ 20,000,000 | ||||||||
Credit terms | 42 months | ||||||||
Credit facility description | Proceeds from the Facility are expected to be utilized to: (1) repay the Company’s outstanding notes payable balances with CRG Financial, (2) general corporate purposes and (3) at the Company’s election, re-financing up to $5 million of the Series B Preferred Stock. | ||||||||
Interest rate | 12.50% | ||||||||
Commitment fee percentage | 1% | ||||||||
Committed capital | $ 20,000,000 | ||||||||
Unrestricted cash on hand | $ 5,000,000 | ||||||||
Subsequent Event [Member] | Credit Agreement [Member] | Avenue Capital [Member] | Prime Rate [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 4.75% | ||||||||
Subsequent Event [Member] | Credit Agreement [Member] | Maximum [Member] | Avenue Capital [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Secured credit facility | $ 40,000,000 | ||||||||
Refinancing credit facility | $ 5,000,000 | ||||||||
Outstanding credit commitment percentage | 6% | ||||||||
CRG Financial [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from short term loan | $ 2,000,000 | ||||||||
Total loan facility | $ 2,500,000 | ||||||||
Loan facility interest | 12% |