Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39785 | |
Entity Registrant Name | LIFEMD, INC. | |
Entity Central Index Key | 0000948320 | |
Entity Tax Identification Number | 76-0238453 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 236 Fifth Avenue | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | (866) | |
Local Phone Number | 351-5907 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,411,795 | |
Common Stock, par value $.01 per share | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | LFMD | |
Security Exchange Name | NASDAQ | |
8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | ||
Title of 12(b) Security | 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | |
Trading Symbol | LFMDP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 11,524,846 | $ 3,958,957 |
Accounts receivable, net | 2,936,999 | 2,834,750 |
Product deposit | 246,279 | 127,265 |
Inventory, net | 3,382,582 | 3,703,363 |
Other current assets | 1,074,063 | 687,022 |
Total Current Assets | 19,164,769 | 11,311,357 |
Non-current Assets | ||
Equipment, net | 462,446 | 476,441 |
Right of use asset | 1,114,791 | 1,206,009 |
Capitalized software, net | 9,529,525 | 8,840,187 |
Intangible assets, net | 3,598,299 | 3,831,859 |
Total Non-current Assets | 14,705,061 | 14,354,496 |
Total Assets | 33,869,830 | 25,665,853 |
Current Liabilities | ||
Accounts payable | 6,903,034 | 10,106,793 |
Accrued expenses | 11,575,597 | 12,166,509 |
Notes payable, net | 1,822,489 | 2,797,250 |
Current operating lease liabilities | 821,941 | 756,093 |
Deferred revenue | 5,895,545 | 5,547,506 |
Total Current Liabilities | 27,018,606 | 31,374,151 |
Long-term Liabilities | ||
Convertible long-term debt, net | 13,423,121 | |
Noncurrent operating lease liabilities | 407,857 | 574,136 |
Contingent consideration | 381,250 | 443,750 |
Purchase price payable | 579,319 | |
Total Liabilities | 41,230,834 | 32,971,356 |
Commitments and Contingencies (Note 10) | ||
Mezzanine Equity | ||
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized Series B Preferred Stock, $0.0001 par value; 5,000 shares authorized, 3,500 and 3,500 shares issued and outstanding, liquidation value approximately, $1,337 and $1,305 per share as of March 31, 2023 and December 31, 2022, respectively | 4,678,014 | 4,565,822 |
Stockholders’ Deficit | ||
Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately, $28.39 and $27.84 per share as of March 31, 2023 and December 31, 2022, respectively | 140 | 140 |
Common stock, $0.01 par value; 100,000,000 shares authorized, 32,040,045 and 31,552,775 shares issued, 31,937,005 and 31,449,735 outstanding as of March 31, 2023 and December 31, 2022, respectively | 320,401 | 315,528 |
Additional paid-in capital | 183,183,652 | 179,015,250 |
Accumulated deficit | (195,348,013) | (190,562,994) |
Treasury stock, 103,040 and 103,040 shares, at cost, as of March 31, 2023 and December 31, 2022, respectively | (163,701) | (163,701) |
Total LifeMD, Inc. Stockholders’ Deficit | (12,007,521) | (11,395,777) |
Non-controlling interest | (31,497) | (475,548) |
Total Stockholders’ Deficit | (12,039,018) | (11,871,325) |
Total Liabilities, Mezzanine Equity and Stockholders’ Deficit | $ 33,869,830 | $ 25,665,853 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 32,040,045 | 31,552,775 |
Common stock, shares outstanding | 31,937,005 | 31,449,735 |
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 | $ 1,337 | $ 1,305 |
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 | $ 28.39 | $ 27.84 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||
Total revenues, net | $ 33,126,335 | $ 29,042,837 |
Cost of revenues | ||
Total cost of revenues | 4,214,969 | 5,248,175 |
Gross profit | 28,911,366 | 23,794,662 |
Expenses | ||
Selling and marketing expenses | 16,717,645 | 21,909,825 |
General and administrative expenses | 10,602,763 | 12,212,743 |
Other operating expenses | 1,704,765 | 1,417,469 |
Customer service expenses | 1,555,404 | 933,307 |
Development costs | 1,183,599 | 428,333 |
Total expenses | 31,764,176 | 36,901,677 |
Operating loss | (2,852,810) | (13,107,015) |
Interest expense, net | (264,465) | (167,934) |
Loss on debt extinguishment | (325,198) | |
Net loss | (3,442,473) | (13,274,949) |
Net income attributable to non-controlling interest | 565,983 | 24,726 |
Net loss attributable to LifeMD, Inc. | (4,008,456) | (13,299,675) |
Preferred stock dividends | (776,563) | (776,563) |
Net loss attributable to LifeMD, Inc. common stockholders | $ (4,785,019) | $ (14,076,238) |
Basic loss per share attributable to LifeMD, Inc. common stockholders | $ (0.15) | $ (0.46) |
Diluted loss per share attributable to LifeMD, Inc. common stockholders | $ (0.15) | $ (0.46) |
Weighted average number of common shares outstanding: | ||
Basic | 31,680,776 | 30,853,118 |
Diluted | 31,680,776 | 30,853,118 |
Telehealth Revenue [Member] | ||
Revenues | ||
Total revenues, net | $ 20,202,803 | $ 22,598,061 |
Cost of revenues | ||
Total cost of revenues | 3,920,182 | 5,086,068 |
WorkSimpli Revenue [Member] | ||
Revenues | ||
Total revenues, net | 12,923,532 | 6,444,776 |
Cost of revenues | ||
Total cost of revenues | $ 294,787 | $ 162,107 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Shares [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 140 | $ 307,045 | $ 164,517,634 | $ (141,921,085) | $ (163,701) | $ 22,740,033 | $ (1,031,745) | $ 21,708,288 |
Beginning balance, shares at Dec. 31, 2021 | 1,400,000 | 30,704,434 | ||||||
Stock compensation expense | $ 1,475 | 4,471,306 | 4,472,781 | 4,472,781 | ||||
Stock compensation expense, shares | 147,500 | |||||||
Cashless exercise of stock options | $ 255 | (255) | ||||||
Cashless exercise of stock options, shares | 25,535 | |||||||
Exercise of warrants | $ 220 | 38,280 | 38,500 | 38,500 | ||||
Exercise of warrants, shares | 22,000 | |||||||
Series A Preferred Stock Dividend | (776,563) | (776,563) | (776,563) | |||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Net (loss) income | (13,299,675) | (13,299,675) | 24,726 | (13,274,949) | ||||
Ending balance, value at Mar. 31, 2022 | $ 140 | $ 308,995 | 169,026,965 | (155,997,323) | (163,701) | 13,175,076 | (1,043,019) | 12,132,057 |
Ending balance, shares at Mar. 31, 2022 | 1,400,000 | 30,899,469 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 140 | $ 315,528 | 179,015,250 | (190,562,994) | (163,701) | (11,395,777) | (475,548) | (11,871,325) |
Beginning balance, shares at Dec. 31, 2022 | 1,400,000 | 31,552,775 | ||||||
Stock compensation expense | $ 1,494 | 2,662,020 | 2,663,514 | 2,663,514 | ||||
Stock compensation expense, shares | 149,375 | |||||||
Series A Preferred Stock Dividend | (776,563) | (776,563) | (776,563) | |||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Net (loss) income | (4,008,456) | (4,008,456) | 565,983 | (3,442,473) | ||||
Stock issued for noncontingent consideration payment | $ 3,379 | 638,621 | 642,000 | 642,000 | ||||
Stock issued for noncontingent consideration payment, shares | 337,895 | |||||||
Warrants issued with convertible debt instrument | 1,088,343 | 1,088,343 | 1,088,343 | |||||
Adjustment of membership interest in WorkSimpli | (220,582) | (220,582) | (85,932) | (306,514) | ||||
Ending balance, value at Mar. 31, 2023 | $ 140 | $ 320,401 | $ 183,183,652 | $ (195,348,013) | $ (163,701) | $ (12,007,521) | $ (31,497) | $ (12,039,018) |
Ending balance, shares at Mar. 31, 2023 | 1,400,000 | 32,040,045 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,442,473) | $ (13,274,949) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 38,461 | |
Amortization of capitalized software | 1,088,645 | 383,812 |
Amortization of intangibles | 233,560 | 114,394 |
Accretion of consideration payable | 65,478 | |
Depreciation of fixed assets | 47,651 | 32,477 |
Loss on debt extinguishment | 325,198 | |
Operating lease payments | 184,333 | 118,524 |
Stock compensation expense | 2,663,514 | 4,472,781 |
Changes in Assets and Liabilities | ||
Accounts receivable | (102,249) | (816,447) |
Product deposit | (119,014) | (411,737) |
Inventory | 320,781 | 383,734 |
Other current assets | (387,041) | (49,799) |
Change in operating lease liability | (193,546) | (45,501) |
Deferred revenue | 348,039 | 288,675 |
Accounts payable | (3,203,759) | 2,477,466 |
Accrued expenses | 97,803 | (1,764,573) |
Other operating activity | (579,319) | |
Net cash used in operating activities | (2,613,938) | (8,091,143) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for capitalized software costs | (1,777,983) | (2,098,143) |
Purchase of equipment | (33,656) | (267,151) |
Purchase of intangible assets | (4,000,500) | |
Acquisition of business, net of cash acquired | (1,012,395) | |
Net cash used in investing activities | (1,811,639) | (7,378,189) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible long-term debt, net | 14,473,002 | |
Proceeds from notes payable | 2,000,000 | |
Repayment of notes payable, net of prepayment penalty | (3,299,959) | |
Cash proceeds from exercise of warrants | 38,500 | |
Preferred stock dividends | (776,563) | (776,563) |
Contingent consideration payment for ResumeBuild acquisition | (62,500) | |
Adjustment of membership interest of WorkSimpli | (306,514) | |
Distributions to non-controlling interest | (36,000) | (36,000) |
Net cash provided by (used in) financing activities | 11,991,466 | (774,063) |
Net increase (decrease) in cash | 7,565,889 | (16,243,395) |
Cash at beginning of period | 3,958,957 | 41,328,039 |
Cash at end of period | 11,524,846 | 25,084,644 |
Cash paid for interest | ||
Cash paid during the period for interest | 273,000 | |
Non-cash investing and financing activities | ||
Warrants issued for debt instruments | 1,088,343 | |
Cashless exercise of options | 255 | |
Consideration payable for Cleared acquisition | 8,079,367 | |
Consideration payable for ResumeBuild acquisition | 500,000 | |
Stock issued for noncontingent consideration payment | 642,000 | |
Right of use asset | 93,115 | |
Right of use lease liability | $ 93,115 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
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 skincare products, 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 85.58 73.64 500 74.06 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). 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 three months ended March 31, 2023 and 2022. 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 63 219 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. On March 21, 2023, the Company entered into and closed on a loan and security agreement (the “Credit Agreement”), and a supplement to the Credit Agreement (the “Supplement”), with Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. (collectively, “Avenue”). The Credit Agreement provides for a convertible senior secured credit facility of up to an aggregate amount of $ 40 15 5 20 October 1, 2026 warrants to purchase $ 1.2 1.24 2 15 1.49 5 The Company is subject to certain affirmative and negative covenants under the Avenue Facility, including the requirement, beginning on the closing date, to maintain at least $5 million of unrestricted cash to be tested at the end of each month, and beginning on the period ended September 30, 2023, and at the end of each quarter thereafter, a trailing six-month cash flow of at least $2 million. As of March 31, 2023, the Company has an accumulated deficit approximating $ 195.3 The Company has a current cash balance of approximately $ 12.8 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 originally had the ability to raise up to $ 150 18.435 75.0 18.435 18.435 Management believes that the overall market value of the telehealth industry is positive and that it will continue to drive interest in the Company. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete audited financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2022, included in our 2022 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results for the year ending December 31, 2023 or for any future period. Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, Consolidation The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, LifeMD PR, Cleared, its majority owned subsidiary, WorkSimpli, and LifeMD PC, the Company’s affiliated, variable interest entity in which we hold a controlling financial interest. During the year ended December 31, 2021, the Company purchased an additional 34.6 85.58 73.64 500 74.06% 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 March 31, 2023 and December 31, 2022, 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 for LifeMD PC was approximately $ 358 0 1.0 1.5 Use of Estimates The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the determination of reserves for accounts receivable, returns and allowances, the valuation of inventory and stockholders’ equity-based transactions. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to conform the prior year’s data to the current presentation. These reclassifications have no effect on previously reported operating loss, stockholders’ deficit or cash flows. 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 $ 90 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 telehealth revenues approximated $ 331 1.5 The Company, through its majority-owned subsidiary WorkSimpli, offers a subscription-based service providing a suite of software applications to its subscribers, principally on a monthly subscription basis. The software suite allows the subscriber/user to convert almost any type of document to another electronic form of editable document, providing ease of editing. For these subscription-based contracts with customers, the Company offers an initial 14-day trial period which is billed at $ 1.95 912 448 For the three months ended March 31, 2023 and 2022, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Three Months Ended March 31, 2023 % 2022 % Telehealth revenue $ 20,202,803 61 % $ 22,598,061 78 % WorkSimpli revenue 12,923,532 39 % 6,444,776 22 % Total net revenue $ 33,126,335 100 % $ 29,042,837 100 % 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 Three Months Ended March 31, 2023 2022 Beginning of period $ 5,547,506 $ 1,499,880 Additions 13,238,591 6,367,970 Revenue recognized (12,890,552 ) (6,079,295 ) End of period $ 5,895,545 $ 1,788,555 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 March 31, 2023 and December 31, 2022, the reserve for sales returns and allowances was approximately $ 624 815 Inventory As of March 31, 2023 and December 31, 2022, 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 both March 31, 2023 and December 31, 2022, the Company recorded an inventory reserve of approximately $ 158 161 As of March 31, 2023 and December 31, 2022, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY March 31, December 31, 2023 2022 Finished goods - products $ 2,378,652 $ 2,587,370 Raw materials and packaging components 1,162,187 1,276,891 Inventory reserve (158,257 ) (160,898 ) Total Inventory - net $ 3,382,582 $ 3,703,363 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 33 246 127 586 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 9.5 8.8 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, (2) the Cleared trade name, (3) Cleared developed technology, (4) a purchased license and (5) a purchased domain name. During the year ended December 31, 2022, the Company recorded an $ 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 March 31, 2023 and December 31, 2022, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. 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 Stock-based Compensation The Company follows the provisions of ASC 718, Share-Based Payment Earnings (Loss) Per Share Basic earnings (loss) per common share (“EPS”) is based on the weighted average number of shares outstanding during each period presented. Convertible securities, warrants and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. The Company follows the provisions of ASC 260, Diluted Earnings per Share The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 Three Months Ended March 31, 2023 2022 Series B Preferred Stock 1,439,389 1,299,389 Restricted stock units 1,894,875 1,412,500 Stock options 3,870,253 4,376,931 Warrants 4,827,380 3,859,638 Convertible long-term debt 1,342,282 - Potentially dilutive securities 13,374,179 10,948,458 Segment Data Our portfolio of brands are included within two operating segments: Telehealth and WorkSimpli. We believe our current segments and brands within our segments complement one another and position us well for future growth. Segment operating results are reviewed by the chief operating decision maker to make determinations about resources to be allocated and to assess performance. Other factors, including type of business, revenue recognition and operating results are reviewed in determining the Company’s operating segments. Fair Value of Financial Instruments The 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, accrued expenses, the face amount of notes payable and convertible long-term debt 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 March 31, 2023, we utilized four suppliers for fulfillment services, six suppliers for manufacturing finished goods, five suppliers for packaging, bottling, and labeling, and three suppliers for prescription medications. As of December 31, 2022, we utilized four suppliers for fulfillment services, six suppliers for manufacturing finished goods, five suppliers for packaging, bottling, and labeling, and three suppliers for prescription medications. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates In October 2021, the FASB issued 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 3.67 460 337,895 455,319 During the year ended December 31, 2022, the Company recorded a decrease of $ 5.1 8.0 827 The pro forma financial information, assuming the acquisition had taken place on January 1, 2022, 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 63 219 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS March 31, December 31, Amortizable 2023 2022 Life Amortizable Intangible Assets: ResumeBuild brand $ 4,500,000 $ 4,500,000 5 years Customer relationship asset 1,006,840 1,006,840 3 years Cleared trade name 133,339 133,339 5 years Cleared developed technology 12,920 12,920 1 year Purchased licenses 200,000 200,000 10 years Website domain name 22,731 22,731 3 years Amortizable intangible assets 22,731 22,731 3 years Less: accumulated amortization (2,277,531 ) (2,043,971 ) Total net amortizable intangible assets $ 3,598,299 $ 3,831,859 During the year ended December 31, 2022, the Company recorded an $ 827 919 92 234 114 700 930 113 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES As of March 31, 2023 and December 31, 2022, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCRUED EXPENSES March 31, December 31, 2023 2022 Accrued selling and marketing expenses $ 2,270,275 $ 3,508,883 Sales tax payable 2,501,035 2,501,035 Purchase price payable 2,465,299 2,463,002 Accrued dividends payable 776,563 776,563 Accrued compensation 1,371,878 576,027 Accrued interest 174,110 448,718 Other accrued expenses 2,016,437 1,892,281 Total accrued expenses $ 11,575,597 $ 12,166,509 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Working Capital Loans In October 2022, the Company received proceeds of $ 976 62 765 976 In November 2022, the Company received proceeds of $ 1.9 60 840 1.058 1.821 During the three months ended March 31, 2023, the Company received proceeds of $ 2 2.5 December 15, 2023 12 2 325 0 Total interest expense on notes payable amounted to $ 21 0 |
CONVERTIBLE LONG-TERM DEBT
CONVERTIBLE LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LONG-TERM DEBT | NOTE 7 – CONVERTIBLE LONG-TERM DEBT Avenue Capital Credit Facility As noted in Note 1 above, on March 21, 2023, the Company entered into and closed on a Credit Agreement, and a Supplement to the Credit Agreement with Avenue. The Credit Agreement provides for a convertible senior secured credit facility of up to an aggregate amount of $ 40 15 5 20 1.2 1.24 five years 1.1 Avenue may convert up to $ 2 15 1.49 The Company incurred other fees associated with the Avenue Facility including: (1) a $300 thousand financing fee, (2) a $200 thousand upfront commitment fee of 1% of the total $20 million in committed capital and (3) $27 thousand in legal fees. The total debt discount recorded of $1.6 million will be amortized over a forty-two-month period 38 The Avenue Facility matures on October 1, 2026 and interest is based on the greater of: (1) the Prime Rate (as defined in the Supplement) plus 4.75% and (2) 12.5%. As of March 31, 2023, the interest rate is 12.5%. Payments are interest only until November 2024 . The Company received gross proceeds of $ 15.0 million (net proceeds of $ 12.3 million after repayment of the $2 million outstanding CRG loan balance and various fees). Proceeds from the Avenue Facility were used to repay the Company’s outstanding notes payable balances with CRG Financial and are expected to be utilized for general corporate purposes and at the Company’s election, re-financing up to $ 5 million liquidation value plus accrued interest of the Series B Preferred Stock. The Company is subject to certain affirmative and negative covenants under the Avenue Facility, including the requirement, beginning on the closing date, to maintain at least $5 million of unrestricted cash to be tested at the end of each month, and beginning on the period ended September 30, 2023, and at the end of each quarter thereafter, a trailing six-month cash flow of at least $2 million. As of the date of filing, there is $ 15 Total interest expense on convertible long-term debt, inclusive of amortization of debt discounts, amounted to $ 96 0 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
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 originally had the ability to raise up to $ 150 18.435 75.0 18.435 18.435 Common Stock Common Stock Transactions During the Three Months Ended March 31, 2023 During the three months ended March 31, 2023, the Company issued an aggregate of 149,375 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 change the timing of the payment of the purchase price to $ 460 337,895 On March 21, 2023, in connection with the Company’s closing of a Credit Agreement with Avenue, the Company issued Avenue warrants to purchase $ 1.2 1.24 2 15 1.49 Noncontrolling Interest Net income attributed to the non-controlling interest amounted to $ 566 25 36 WorkSimpli Software Restructuring Transaction Effective January 22, 2021 (the “WSS Effective Date”), the Company consummated the WSS Restructuring, which is described in Note 1. To effect the WSS Restructuring the Company’s wholly-owned subsidiary Conversion Labs 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 $ 376 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 The CVLB PR MIPA provides that the transaction may be completed in three (3) tranches with a purchase price of $ 100 100 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 2.5 4.0 8.0 The Pathak Option Agreement grants Varun Pathak the option to purchase 2,100 1.00 2.5 4.0 8.0 On September 30, 2022, Sean Fitzpatrick and Varun Pathak exercised their options to purchase 10,300 2,100 1.00 85.58 73.64% 500 74.06% Stock Options On January 8, 2021, the Company approved the Company’s 2020 Equity and Incentive Plan (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 Shareholders filed with the Securities and Exchange Commission on December 7, 2020. The 2020 Plan is administered by the Compensation Committee of the Board of Directors (the “Board”) and initially provided for the issuance of up to 1,500,000 150,000 On June 24, 2021, at the Annual Meeting of Stockholders, the stockholders of the Company approved an amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 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 4,950,000 1,573,830 The forms of award agreements to be used in connection with awards made under the 2020 Plan to the Company’s executive officers and non-employee directors are: ● Form of Non-Qualified Option Agreement (Non-Employee Director Awards) ● Form of Non-Qualified Option Agreement (Employee Awards); and ● Form of Restricted Stock Award Agreement. Previously, the Company had granted service-based stock options and performance-based stock options separate from the 2020 Plan. During the three months ended March 31, 2023, the Company issued an aggregate of 180,500 4 6.5 The following is a summary of outstanding options activity under our 2020 Plan for the three months ended March 31, 2023: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2022 1,784,587 $ 2.30 21.02 6.95 $ 9.54 Granted 40,500 1.84 1.89 4.86 1.89 Cancelled/Forfeited/Expired (69,167 ) 2.30 7.50 4.62 3.75 Balance at March 31, 2023 1,755,920 $ 1.84 21.02 6.76 $ 9.59 Exercisable at December 31, 2022 1,185,153 $ 2.30 21.02 7.64 $ 9.62 Exercisable at March 31, 2023 1,331,051 $ 1.84 21.02 7.37 $ 9.58 The total fair value of the options granted was $ 76 0% 4 123.7% 123.8% 3.58% 3.87% 1.2 1.6 4.4 The following is a summary of outstanding service-based options activity (prior to the establishment of our 2020 Plan above) for the three months ended March 31, 2023: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2022 1,439,333 $ 1.00 19.61 5.63 $ 6.11 Granted 140,000 1.00 2.00 2.69 1.71 Balance at March 31, 2023 1,579,333 $ 1.00 19.61 5.15 $ 5.72 Exercisable December 31, 2022 1,158,764 $ 1.00 19.61 5.63 $ 5.25 Exercisable at March 31, 2023 1,363,264 $ 1.00 19.61 5.13 $ 5.05 The total fair value of the options granted was $ 142 0% 6.5 187.76% 195.58% 1.21% 2.26% 643 550 2.1 The following is a summary of outstanding performance-based options activity (separate from the 2020 Plan) for the three months ended March 31, 2023: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2022 535,000 $ 1.25 2.50 4.59 $ 1.60 Granted - Balance at March 31, 2023 535,000 $ 1.25 2.50 4.34 $ 1.60 Exercisable December 31, 2022 470,000 $ 1.50 2.50 4.58 $ 1.61 Exercisable at March 31, 2023 470,000 $ 1.50 2.50 4.34 $ 1.61 No 106 Restricted Stock Units (RSUs) The following is a summary of outstanding RSU activity under our 2020 Plan for the three months ended March 31, 2023: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Balance at December 31, 2022 1,028,250 Granted 412,000 Vested (120,375 ) Cancelled/Forfeited (75,000 ) Balance at March 31, 2023 1,244,875 The total fair value of the 412,000 809 543 976 4.0 120,375 49,375 The following is a summary of outstanding RSU activity (outside of our 2020 Plan) for the three months ended March 31, 2023: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Balance at December 31, 2022 715,000 Granted 50,000 Vested (115,000 ) Balance at March 31, 2023 650,000 The total fair value of the 50,000 73 305 591 4.9 115,000 100,000 Warrants The following is a summary of outstanding and exercisable warrants activity during the three months ended March 31, 2023: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2022 3,859,638 $ 1.40 12.00 5.85 $ 5.59 Granted 967,742 1.24 4.97 1.24 Balance at March 31, 2023 4,827,380 $ 1.24 12.00 4.71 $ 4.74 Exercisable December 31, 2022 3,836,993 $ 1.40 12.00 4.88 $ 5.63 Exercisable March 31, 2023 4,804,735 $ 1.24 12.00 4.71 $ 4.74 The total fair value of the warrants granted was $ 1.1 0% 4 122.6% 3.73% 12 605 6 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 $ 2.7 4.5 15.4 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
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 2024, 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 following is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of March 31, 2023: Operating right-of-use assets $ 1,114,791 Operating lease liabilities - current $ 821,941 Operating lease liabilities - noncurrent $ 407,857 Total accumulated amortization of the Company’s operating right-of-use assets was $1.5 million as of March 31, 2023. The table below reconciles the undiscounted future minimum lease payments under the above noted operating leases to the total operating lease liabilities recognized on the unaudited condensed consolidated balance sheet as of March 31, 2023: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Fiscal year 2023 $ 668,402 Fiscal year 2024 562,206 Fiscal year 2025 68,850 Less: imputed interest (69,660 ) Present value of operating lease liabilities $ 1,229,798 Operating lease expenses were $ 223 202 Supplemental cash flow information related to operating lease liabilities consisted of the following: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES March 31, 2023 2022 Cash paid for operating lease liabilities $ 226,797 $ 129,290 Supplemental balance sheet information related to operating lease liabilities consisted of the following: March 31, 2023 December 31, 2022 Weighted average remaining lease term in years 2.59 2.82 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 3 3 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
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% 0 138 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 March 31, 2023 Upon execution of the Alphabet Agreement, Alphabet was granted a 10 20,000 2.50 7.5 20,000 2.50 10.0 20,000 2.50 20.0 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 March 31, 2023, the Company approximates its implicit purchase commitments to be $ 586 Legal Matters In the normal course of business operations, the Company may become involved in various legal matters. As of March 31, 2023, other than as set forth below, the Company’s management does not believe that there are any potential legal matters that could have a material 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 5.0 33.0 75 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. 274 274 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. 1.0 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 March 2023. On April 5, 2023, the court granted the plaintiff’s motion to compel and ordered the Company to conduct certain additional searches for documents and to produce responsive documents by April 26, 2023. The Court further set a case management conference for May 17, 2023, which will address a schedule for remaining discovery. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Working Capital Loan During the three months ended March 31, 2023, the Company received proceeds of $ 2 2.5 December 15, 2023 12% 2 325 0 WorkSimpli Software During the three months ended March 31, 2023 and 2022, WorkSimpli utilized LegalSubmit Pvt. Ltd. (“LegalSubmit”), a company owned by WorkSimpli’s Chief Software Engineer, to provide software development services. WorkSimpli paid LegalSubmit a total of $ 623 299 |
SEGMENT DATA
SEGMENT DATA | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 12 – SEGMENT DATA Our portfolio of brands are included within two operating segments: Telehealth and WorkSimpli. We believe our current segments and brands within our segments complement one another and position us well for future growth. Relevant segment data for the three months ended March 31, 2023 and 2022 is as follows: SCHEDULE OF RELEVANT SEGMENT DATA 2023 2022 Three Months Ended March 31, 2023 2022 Telehealth Revenue $ 20,202,803 $ 22,598,061 Gross margin 80.6 % 77.5 % Operating loss $ (5,001,358 ) $ (13,271,857 ) WorkSimpli Revenue $ 12,923,532 $ 6,444,776 Gross margin 97.7 % 97.5 % Operating income $ 2,148,548 $ 164,842 Consolidated Revenue $ 33,126,335 $ 29,042,837 Gross margin 87.3 % 81.9 % Operating loss $ (2,852,810 ) $ (13,107,015 ) Relevant segment data as of March 31, 2023 and December 31, 2022 is as follows: March 31, 2023 December 31, 2022 Total Assets Telehealth $ 27,254,626 $ 18,163,464 WorkSimpli 6,615,204 7,502,389 Consolidated $ 33,869,830 $ 25,665,853 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these consolidated financial statements were issued and has identified the following: Stock Option Exercise On April 10, 2023, the Company issued 16,471 Stock Issued for Noncontingent Consideration Payment On April 17, 2023, the Company issued 455,319 Stock Issued for Service On May 1, 2023, the Company issued 3,000 Litigation Settlement In April 2023, the parties in the case of LifeMD, Inc. et al. v. Lamarco, et al, Case No. 21-1273, |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete audited financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2022, included in our 2022 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results for the year ending December 31, 2023 or for any future period. |
Principles of Consolidation | Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, Consolidation The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, LifeMD PR, Cleared, its majority owned subsidiary, WorkSimpli, and LifeMD PC, the Company’s affiliated, variable interest entity in which we hold a controlling financial interest. During the year ended December 31, 2021, the Company purchased an additional 34.6 85.58 73.64 500 74.06% 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 March 31, 2023 and December 31, 2022, 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 for LifeMD PC was approximately $ 358 0 1.0 1.5 |
Use of Estimates | Use of Estimates The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the determination of reserves for accounts receivable, returns and allowances, the valuation of inventory and stockholders’ equity-based transactions. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to conform the prior year’s data to the current presentation. These reclassifications have no effect on previously reported operating loss, stockholders’ deficit or cash flows. 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 $ 90 |
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 telehealth revenues approximated $ 331 1.5 The Company, through its majority-owned subsidiary WorkSimpli, offers a subscription-based service providing a suite of software applications to its subscribers, principally on a monthly subscription basis. The software suite allows the subscriber/user to convert almost any type of document to another electronic form of editable document, providing ease of editing. For these subscription-based contracts with customers, the Company offers an initial 14-day trial period which is billed at $ 1.95 912 448 For the three months ended March 31, 2023 and 2022, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Three Months Ended March 31, 2023 % 2022 % Telehealth revenue $ 20,202,803 61 % $ 22,598,061 78 % WorkSimpli revenue 12,923,532 39 % 6,444,776 22 % Total net revenue $ 33,126,335 100 % $ 29,042,837 100 % |
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 Three Months Ended March 31, 2023 2022 Beginning of period $ 5,547,506 $ 1,499,880 Additions 13,238,591 6,367,970 Revenue recognized (12,890,552 ) (6,079,295 ) End of period $ 5,895,545 $ 1,788,555 |
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 March 31, 2023 and December 31, 2022, the reserve for sales returns and allowances was approximately $ 624 815 |
Inventory | Inventory As of March 31, 2023 and December 31, 2022, 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 both March 31, 2023 and December 31, 2022, the Company recorded an inventory reserve of approximately $ 158 161 As of March 31, 2023 and December 31, 2022, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY March 31, December 31, 2023 2022 Finished goods - products $ 2,378,652 $ 2,587,370 Raw materials and packaging components 1,162,187 1,276,891 Inventory reserve (158,257 ) (160,898 ) Total Inventory - net $ 3,382,582 $ 3,703,363 |
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 33 246 127 586 |
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 9.5 8.8 |
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, (2) the Cleared trade name, (3) Cleared developed technology, (4) a purchased license and (5) a purchased domain name. During the year ended December 31, 2022, the Company recorded an $ 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 March 31, 2023 and December 31, 2022, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. |
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 |
Stock-based Compensation | Stock-based Compensation The Company follows the provisions of ASC 718, Share-Based Payment |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share (“EPS”) is based on the weighted average number of shares outstanding during each period presented. Convertible securities, warrants and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. The Company follows the provisions of ASC 260, Diluted Earnings per Share The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 Three Months Ended March 31, 2023 2022 Series B Preferred Stock 1,439,389 1,299,389 Restricted stock units 1,894,875 1,412,500 Stock options 3,870,253 4,376,931 Warrants 4,827,380 3,859,638 Convertible long-term debt 1,342,282 - Potentially dilutive securities 13,374,179 10,948,458 |
Segment Data | Segment Data Our portfolio of brands are included within two operating segments: Telehealth and WorkSimpli. We believe our current segments and brands within our segments complement one another and position us well for future growth. Segment operating results are reviewed by the chief operating decision maker to make determinations about resources to be allocated and to assess performance. Other factors, including type of business, revenue recognition and operating results are reviewed in determining the Company’s operating segments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The 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, accrued expenses, the face amount of notes payable and convertible long-term debt 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 March 31, 2023, we utilized four suppliers for fulfillment services, six suppliers for manufacturing finished goods, five suppliers for packaging, bottling, and labeling, and three suppliers for prescription medications. As of December 31, 2022, we utilized four suppliers for fulfillment services, six suppliers for manufacturing finished goods, five suppliers for packaging, bottling, and labeling, and three suppliers for prescription medications. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers |
Other Recent Accounting Pronouncements | Other Recent Accounting Pronouncements All other accounting standards updates that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DISAGGREGATED REVENUE | For the three months ended March 31, 2023 and 2022, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Three Months Ended March 31, 2023 % 2022 % Telehealth revenue $ 20,202,803 61 % $ 22,598,061 78 % WorkSimpli revenue 12,923,532 39 % 6,444,776 22 % Total net revenue $ 33,126,335 100 % $ 29,042,837 100 % |
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 Three Months Ended March 31, 2023 2022 Beginning of period $ 5,547,506 $ 1,499,880 Additions 13,238,591 6,367,970 Revenue recognized (12,890,552 ) (6,079,295 ) End of period $ 5,895,545 $ 1,788,555 |
SUMMARY OF INVENTORY | As of March 31, 2023 and December 31, 2022, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY March 31, December 31, 2023 2022 Finished goods - products $ 2,378,652 $ 2,587,370 Raw materials and packaging components 1,162,187 1,276,891 Inventory reserve (158,257 ) (160,898 ) Total Inventory - net $ 3,382,582 $ 3,703,363 |
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 2023 2022 Three Months Ended March 31, 2023 2022 Series B Preferred Stock 1,439,389 1,299,389 Restricted stock units 1,894,875 1,412,500 Stock options 3,870,253 4,376,931 Warrants 4,827,380 3,859,638 Convertible long-term debt 1,342,282 - Potentially dilutive securities 13,374,179 10,948,458 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | As of March 31, 2023 and December 31, 2022, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS March 31, December 31, Amortizable 2023 2022 Life Amortizable Intangible Assets: ResumeBuild brand $ 4,500,000 $ 4,500,000 5 years Customer relationship asset 1,006,840 1,006,840 3 years Cleared trade name 133,339 133,339 5 years Cleared developed technology 12,920 12,920 1 year Purchased licenses 200,000 200,000 10 years Website domain name 22,731 22,731 3 years Amortizable intangible assets 22,731 22,731 3 years Less: accumulated amortization (2,277,531 ) (2,043,971 ) Total net amortizable intangible assets $ 3,598,299 $ 3,831,859 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | As of March 31, 2023 and December 31, 2022, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCRUED EXPENSES March 31, December 31, 2023 2022 Accrued selling and marketing expenses $ 2,270,275 $ 3,508,883 Sales tax payable 2,501,035 2,501,035 Purchase price payable 2,465,299 2,463,002 Accrued dividends payable 776,563 776,563 Accrued compensation 1,371,878 576,027 Accrued interest 174,110 448,718 Other accrued expenses 2,016,437 1,892,281 Total accrued expenses $ 11,575,597 $ 12,166,509 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE | The following is a summary of outstanding and exercisable warrants activity during the three months ended March 31, 2023: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2022 3,859,638 $ 1.40 12.00 5.85 $ 5.59 Granted 967,742 1.24 4.97 1.24 Balance at March 31, 2023 4,827,380 $ 1.24 12.00 4.71 $ 4.74 Exercisable December 31, 2022 3,836,993 $ 1.40 12.00 4.88 $ 5.63 Exercisable March 31, 2023 4,804,735 $ 1.24 12.00 4.71 $ 4.74 |
Service-Based Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | The following is a summary of outstanding service-based options activity (prior to the establishment of our 2020 Plan above) for the three months ended March 31, 2023: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2022 1,439,333 $ 1.00 19.61 5.63 $ 6.11 Granted 140,000 1.00 2.00 2.69 1.71 Balance at March 31, 2023 1,579,333 $ 1.00 19.61 5.15 $ 5.72 Exercisable December 31, 2022 1,158,764 $ 1.00 19.61 5.63 $ 5.25 Exercisable at March 31, 2023 1,363,264 $ 1.00 19.61 5.13 $ 5.05 |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | The following is a summary of outstanding performance-based options activity (separate from the 2020 Plan) for the three months ended March 31, 2023: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2022 535,000 $ 1.25 2.50 4.59 $ 1.60 Granted - Balance at March 31, 2023 535,000 $ 1.25 2.50 4.34 $ 1.60 Exercisable December 31, 2022 470,000 $ 1.50 2.50 4.58 $ 1.61 Exercisable at March 31, 2023 470,000 $ 1.50 2.50 4.34 $ 1.61 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY | The following is a summary of outstanding RSU activity (outside of our 2020 Plan) for the three months ended March 31, 2023: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Balance at December 31, 2022 715,000 Granted 50,000 Vested (115,000 ) Balance at March 31, 2023 650,000 |
Restricted Stock Units (RSUs) [Member] | 2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY | The following is a summary of outstanding RSU activity under our 2020 Plan for the three months ended March 31, 2023: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Balance at December 31, 2022 1,028,250 Granted 412,000 Vested (120,375 ) Cancelled/Forfeited (75,000 ) Balance at March 31, 2023 1,244,875 |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | The following is a summary of outstanding options activity under our 2020 Plan for the three months ended March 31, 2023: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2022 1,784,587 $ 2.30 21.02 6.95 $ 9.54 Granted 40,500 1.84 1.89 4.86 1.89 Cancelled/Forfeited/Expired (69,167 ) 2.30 7.50 4.62 3.75 Balance at March 31, 2023 1,755,920 $ 1.84 21.02 6.76 $ 9.59 Exercisable at December 31, 2022 1,185,153 $ 2.30 21.02 7.64 $ 9.62 Exercisable at March 31, 2023 1,331,051 $ 1.84 21.02 7.37 $ 9.58 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 unaudited condensed consolidated balance sheet as of March 31, 2023: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Fiscal year 2023 $ 668,402 Fiscal year 2024 562,206 Fiscal year 2025 68,850 Less: imputed interest (69,660 ) Present value of operating lease liabilities $ 1,229,798 |
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES | Supplemental cash flow information related to operating lease liabilities consisted of the following: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES March 31, 2023 2022 Cash paid for operating lease liabilities $ 226,797 $ 129,290 Supplemental balance sheet information related to operating lease liabilities consisted of the following: March 31, 2023 December 31, 2022 Weighted average remaining lease term in years 2.59 2.82 Weighted average discount rate 7.15 % 7.15 % |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF RELEVANT SEGMENT DATA | SCHEDULE OF RELEVANT SEGMENT DATA 2023 2022 Three Months Ended March 31, 2023 2022 Telehealth Revenue $ 20,202,803 $ 22,598,061 Gross margin 80.6 % 77.5 % Operating loss $ (5,001,358 ) $ (13,271,857 ) WorkSimpli Revenue $ 12,923,532 $ 6,444,776 Gross margin 97.7 % 97.5 % Operating income $ 2,148,548 $ 164,842 Consolidated Revenue $ 33,126,335 $ 29,042,837 Gross margin 87.3 % 81.9 % Operating loss $ (2,852,810 ) $ (13,107,015 ) Relevant segment data as of March 31, 2023 and December 31, 2022 is as follows: March 31, 2023 December 31, 2022 Total Assets Telehealth $ 27,254,626 $ 18,163,464 WorkSimpli 6,615,204 7,502,389 Consolidated $ 33,869,830 $ 25,665,853 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||||||
Mar. 22, 2023 | Mar. 21, 2023 | Feb. 04, 2023 | Jan. 18, 2022 | Feb. 28, 2022 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 08, 2021 | 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 | ||||||||||||||||
Asset acquisition closing | $ 63,000 | ||||||||||||||||
Accumulated deficit | 195,348,013 | $ 190,562,994 | |||||||||||||||
Cash | 12,800,000 | ||||||||||||||||
Shares And Securities [Member] | |||||||||||||||||
Raise up funds | $ 150,000,000 | ||||||||||||||||
Avenue [Member] | |||||||||||||||||
Warrant to purchase stock | $ 1,200,000 | ||||||||||||||||
Exercise price | $ 1.24 | ||||||||||||||||
Debt conversion amount | $ 2,000,000 | ||||||||||||||||
Conversion price per share | $ 1.49 | ||||||||||||||||
Avenue Facility [Member] | |||||||||||||||||
Line of credit amount | $ 40,000,000 | ||||||||||||||||
Line of credit | 15,000,000 | ||||||||||||||||
Uncommitted term loans | $ 20,000,000 | ||||||||||||||||
Maturity date | Oct. 01, 2026 | ||||||||||||||||
Line of credit, description | The Company is subject to certain affirmative and negative covenants under the Avenue Facility, including the requirement, beginning on the closing date, to maintain at least $5 million of unrestricted cash to be tested at the end of each month, and beginning on the period ended September 30, 2023, and at the end of each quarter thereafter, a trailing six-month cash flow of at least $2 million. | ||||||||||||||||
Avenue Facility [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Liqudation value | $ 5,000,000 | ||||||||||||||||
Stock Purchase Agreeement [Member] | |||||||||||||||||
Payments to acquire businesses, net of cash acquired | $ 250,000 | ||||||||||||||||
Payments to acquire businesses, gross | 460,000 | ||||||||||||||||
Stock Purchase Agreeement [Member] | Minimum [Member] | |||||||||||||||||
Payments to acquire businesses, net of cash acquired | $ 3,670,000 | ||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||
Consideration paid | 4,000,000 | 219,000 | |||||||||||||||
Business acquisition periodic payments | $ 500,000 | ||||||||||||||||
Percentage of payment acquistion | 15% | ||||||||||||||||
ATM Sales Agreement [Member] | |||||||||||||||||
Proceeds from sale of securities | $ 18,435,000 | $ 18,435,000 | |||||||||||||||
Increase decrease in public float | $ 75,000,000 | ||||||||||||||||
First and Second Anniversaries [Member] | |||||||||||||||||
Milestone payments | $ 1,730,000 | ||||||||||||||||
Forecast [Member] | Avenue Facility [Member] | |||||||||||||||||
Line of credit | $ 5,000,000 | ||||||||||||||||
WorkSimpli Software LLC [Member] | |||||||||||||||||
Voting interests acquired | 51% | ||||||||||||||||
Immudyne PR LLC [Member] | |||||||||||||||||
Ownership Interest | 78.20% | ||||||||||||||||
Conversion Labs PR [Member] | |||||||||||||||||
Ownership Interest | 100% | ||||||||||||||||
WorkSimpli Software LLC [Member] | |||||||||||||||||
Ownership Interest | 74.06% | 73.64% | 85.58% | 85.58% | |||||||||||||
Number of membership interest units redeemed | 500 |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total net revenue | $ 33,126,335 | $ 29,042,837 |
Total net revenue, percent | 100% | 100% |
Telehealth Revenue [Member] | ||
Total net revenue | $ 20,202,803 | $ 22,598,061 |
Total net revenue, percent | 61% | 78% |
WorkSimpli Revenue [Member] | ||
Total net revenue | $ 12,923,532 | $ 6,444,776 |
Total net revenue, percent | 39% | 22% |
SCHEDULE OF CONTRACT WITH CUSTO
SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Beginning of period | $ 5,547,506 | $ 1,499,880 |
Additions | 13,238,591 | 6,367,970 |
Revenue recognized | (12,890,552) | (6,079,295) |
End of period | $ 5,895,545 | $ 1,788,555 |
SUMMARY OF INVENTORY (Details)
SUMMARY OF INVENTORY (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Finished goods - products | $ 2,378,652 | $ 2,587,370 |
Raw materials and packaging components | 1,162,187 | 1,276,891 |
Inventory reserve | (158,257) | (160,898) |
Total Inventory - net | $ 3,382,582 | $ 3,703,363 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Potentially dilutive securities | 13,374,179 | 10,948,458 |
Restricted Stock Units (RSUs) [Member] | ||
Potentially dilutive securities | 1,894,875 | 1,412,500 |
Share-Based Payment Arrangement, Option [Member] | ||
Potentially dilutive securities | 3,870,253 | 4,376,931 |
Warrant [Member] | ||
Potentially dilutive securities | 4,827,380 | 3,859,638 |
Convertible Long Term Debt [Member] | ||
Potentially dilutive securities | 1,342,282 | |
Series B Preferred Stock [Member] | ||
Potentially dilutive securities | 1,439,389 | 1,299,389 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 22, 2021 | |
Net loss | $ (4,008,456) | $ (13,299,675) | ||||
Subscription price per share | $ 1.95 | |||||
Sales returns and allowances | $ 624,000 | $ 815,000 | ||||
Inventory reserve | 158,257 | 160,898 | ||||
Deposits assets, current | 246,279 | 127,265 | ||||
Purchase obligation | 586,000 | |||||
Capitalized software costs | 9,500,000 | 8,800,000 | ||||
Goodwill impairment loss | 8,000,000 | 8,000,000 | ||||
Intangible asset impairment charge | 827,000 | |||||
Accumulated amortization | $ 2,277,531 | 2,043,971 | ||||
Cleared Customer Relationships [Member] | ||||||
Goodwill impairment loss | 827,000 | |||||
Finite lived intangible assets | 919,000 | |||||
Accumulated amortization | $ 92,000 | |||||
Minimum [Member] | ||||||
Percentage of interest-bearing domestic deposits | 10% | |||||
Maximum [Member] | ||||||
Percentage of interest-bearing domestic deposits | 33% | |||||
Product [Member] | ||||||
Customer discounts and allowance | $ 331,000 | 1,500,000 | ||||
Software Revenue [Member] | ||||||
Customer discounts and allowance | 912,000,000 | 448,000,000 | ||||
Other Operating Expense [Member] | ||||||
Lease costs | 90,000 | |||||
LifeMD PC [Member] | ||||||
Revenues | 358,000 | 0 | ||||
Net loss | $ 1,000,000 | $ 1,500,000 | ||||
WorkSimpli Software LLC [Member] | ||||||
Ownership Interest | 74.06% | 73.64% | 85.58% | 85.58% | ||
Number of membership interest units redeemed | 500 | |||||
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 ($) | Mar. 31, 2023 | 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 | 3 Months Ended | 12 Months Ended | |||||
Apr. 17, 2023 | Feb. 06, 2023 | Feb. 04, 2023 | Jan. 18, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
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 | ||||||
Payments to acquire businesses, net of cash acquired | $ 460,000 | $ 1,012,395 | ||||||
Stock issued during period shares new issues | 400,000 | |||||||
Reduction of contingent consideration | $ 5,100,000 | |||||||
Goodwill, impairment loss | 8,000,000 | 8,000,000 | ||||||
Impairment of intangible assets finitelived | $ 827,000 | |||||||
Acquisition closing | $ 63,000 | |||||||
ResumeBuild [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Asset acquisition, price of acquisition, expected | 4,500,000 | |||||||
First Of Five Quarterly Installment [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Stock issued during period shares new issues | 337,895 | |||||||
Second Of Five Quarterly Installment [Member] | Subsequent Event [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Stock issued during period shares new issues | 455,319 | |||||||
Stock Purchase Agreeement [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Payments to acquire businesses, net of cash acquired | $ 250,000 | |||||||
Payments to acquire businesses, gross | 460,000 | |||||||
Stock Purchase Agreeement [Member] | Minimum [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Payments to acquire businesses, net of cash acquired | $ 3,670,000 | |||||||
Asset Purchase Agreement [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Consideration paid | $ 4,000,000 | $ 219,000 | ||||||
Payment acquisition | 15% | |||||||
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 ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (2,277,531) | $ (2,043,971) |
Total net amortizable intangible assets | 3,598,299 | 3,831,859 |
ResumeBuild Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets | $ 4,500,000 | 4,500,000 |
Amortizable Life | 5 years | |
Customer Relationship Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets | $ 1,006,840 | 1,006,840 |
Amortizable Life | 3 years | |
Cleared Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets | $ 133,339 | 133,339 |
Amortizable Life | 5 years | |
Cleared Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets | $ 12,920 | 12,920 |
Amortizable Life | 1 year | |
Purchased Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets | $ 200,000 | 200,000 |
Amortizable Life | 10 years | |
Website Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets | $ 22,731 | $ 22,731 |
Amortizable Life | 3 years |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 0 | $ 0 | |
Impairment loss | 8,000,000 | 8,000,000 | |
Intangible assets, accumulated amortization | 2,277,531 | 2,043,971 | |
Amortization | 233,560 | $ 114,394 | |
Remainder of 2023 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization | 700,000 | ||
2024 Through 2026 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization | 930,000 | ||
2027 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization | $ 113,000 | ||
Cleared Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment loss | 827,000 | ||
Intangible assets, cost | 919,000 | ||
Intangible assets, accumulated amortization | $ 92,000 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued selling and marketing expenses | $ 2,270,275 | $ 3,508,883 |
Sales tax payable | 2,501,035 | 2,501,035 |
Purchase price payable | 2,465,299 | 2,463,002 |
Accrued dividends payable | 776,563 | 776,563 |
Accrued compensation | 1,371,878 | 576,027 |
Accrued interest | 174,110 | 448,718 |
Other accrued expenses | 2,016,437 | 1,892,281 |
Total accrued expenses | $ 11,575,597 | $ 12,166,509 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Mar. 21, 2023 | Nov. 30, 2022 | Oct. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Interest expense | $ 264,465 | $ 167,934 | ||||
Gains losses on extinguishment of debt | (325,198) | |||||
CRG Financial [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from short term loan | 2,000,000 | |||||
Notes payable | 0 | $ 0 | ||||
Total loan facility | $ 2,500,000 | |||||
Maturity date | Dec. 15, 2023 | |||||
Loan facility interest | 12% | |||||
Repayments of long term debt | $ 2,000,000 | |||||
Gains losses on extinguishment of debt | $ 325,000 | $ 325,000 | ||||
Working Capital Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | 21,000 | $ 0 | ||||
Working Capital Loan [Member] | Amazon [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from short term loan | $ 976,000 | |||||
Interest expense | $ 62,000 | |||||
Notes payable | 765,000 | 976,000 | ||||
Working Capital Loan [Member] | Balanced Management [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from short term loan | $ 1,900,000 | |||||
Interest expense | 840,000 | |||||
Notes payable | $ 1,058,000 | $ 1,821,000 | ||||
Loan origination fees | $ 60,000 |
CONVERTIBLE LONG-TERM DEBT (Det
CONVERTIBLE LONG-TERM DEBT (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 21, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Line of Credit Facility [Line Items] | |||||
Amortization of debt discount premium | $ 38,461 | ||||
Avenue [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Warrant to purchase stock | $ 1,200,000 | ||||
Exercise price | $ 1.24 | ||||
Warrants term | 5 years | ||||
Fair value of warrants | $ 1,100,000 | ||||
Debt conversion amount | $ 2,000,000 | ||||
Conversion price per share | $ 1.49 | ||||
Avenue Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit amount | $ 40,000,000 | ||||
Line of credit | 15,000,000 | ||||
Line of credit | $ 20,000,000 | ||||
Debt instrument description | The Company incurred other fees associated with the Avenue Facility including: (1) a $300 thousand financing fee, (2) a $200 thousand upfront commitment fee of 1% of the total $20 million in committed capital and (3) $27 thousand in legal fees. The total debt discount recorded of $1.6 million will be amortized over a forty-two-month period | ||||
Line of Credit Facility, Expiration Date | Oct. 01, 2026 | ||||
Debt Instrument, Interest Rate Terms | interest is based on the greater of: (1) the Prime Rate (as defined in the Supplement) plus 4.75% and (2) 12.5%. As of March 31, 2023, the interest rate is 12.5%. Payments are interest only until November 2024 | ||||
Proceeds from Issuance of Debt | $ 15,000,000 | ||||
Proceeds from Debt, Net of Issuance Costs | 12,300,000 | ||||
Repayments of Long-Term Debt | $ 2,000,000 | ||||
Line of credit, description | The Company is subject to certain affirmative and negative covenants under the Avenue Facility, including the requirement, beginning on the closing date, to maintain at least $5 million of unrestricted cash to be tested at the end of each month, and beginning on the period ended September 30, 2023, and at the end of each quarter thereafter, a trailing six-month cash flow of at least $2 million. | ||||
Debt instrument, face amount | $ 15,000,000 | ||||
Interest expense, debt | $ 96 | $ 0 | |||
Avenue Facility [Member] | Series B Preferred Stock [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Preferred Stock, Liquidation Preference, Value | $ 5,000,000 | ||||
Avenue Facility [Member] | Forecast [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 5,000,000 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Service-Based Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Number of Shares, Beginning | 1,439,333 | |
Options Outstanding Weighted Average Remaining Contractual Life, Beginning | 5 years 7 months 17 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Beginning | $ 6.11 | |
Options Outstanding Number of Shares, Granted | 140,000 | |
Weighted Average Remaining Contractual Life, Granted | 2 years 8 months 8 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Granted | $ 1.71 | |
Options Outstanding Number of Shares, Ending | 1,579,333 | 1,439,333 |
Options Outstanding Weighted Average Remaining Contractual Life, Ending | 5 years 1 month 24 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Ending | $ 5.72 | $ 6.11 |
Options Exercisable Number of Shares, Ending | 1,363,264 | 1,158,764 |
Options Exercisable Weighted Average Remaining Contractual Life, Ending | 5 years 1 month 17 days | 5 years 7 months 17 days |
Options Exercisable Weighted Average Exercise Price Per Share, Ending | $ 5.05 | $ 5.25 |
Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Number of Shares, Beginning | 535,000 | |
Options Outstanding Weighted Average Remaining Contractual Life, Beginning | 4 years 7 months 2 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Beginning | $ 1.60 | |
Options Outstanding Number of Shares, Granted | ||
Options Outstanding Number of Shares, Ending | 535,000 | 535,000 |
Options Outstanding Weighted Average Remaining Contractual Life, Ending | 4 years 4 months 2 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Ending | $ 1.60 | $ 1.60 |
Options Exercisable Number of Shares, Ending | 470,000 | 470,000 |
Options Exercisable Weighted Average Remaining Contractual Life, Ending | 4 years 4 months 2 days | |
Options Exercisable Weighted Average Exercise Price Per Share, Ending | $ 1.61 | $ 1.61 |
Options Exercisable Weighted Average Remaining Contractual Life, Ending | 4 years 6 months 29 days | |
Minimum [Member] | Service-Based Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Exercise Price Per Share, Beginning | 1 | |
Options Outstanding Exercise Price Per Share, Granted | 1 | |
Options Outstanding Exercise Price Per Share, Ending | 1 | $ 1 |
Options Exercisable Exercise Price Per Share, Ending | 1 | 1 |
Minimum [Member] | Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Exercise Price Per Share, Beginning | 1.25 | |
Options Outstanding Exercise Price Per Share, Ending | 1.25 | 1.25 |
Options Exercisable Exercise Price Per Share, Ending | 1.50 | 1.50 |
Maximum [Member] | Service-Based Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Exercise Price Per Share, Beginning | 19.61 | |
Options Outstanding Exercise Price Per Share, Granted | 2 | |
Options Outstanding Exercise Price Per Share, Ending | 19.61 | 19.61 |
Options Exercisable Exercise Price Per Share, Ending | 19.61 | 19.61 |
Maximum [Member] | Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Exercise Price Per Share, Beginning | 2.50 | |
Options Outstanding Exercise Price Per Share, Ending | 2.50 | 2.50 |
Options Exercisable Exercise Price Per Share, Ending | $ 2.50 | $ 2.50 |
2020 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Number of Shares, Beginning | 1,784,587 | |
Options Outstanding Weighted Average Remaining Contractual Life, Beginning | 6 years 11 months 12 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Beginning | $ 9.54 | |
Options Outstanding Number of Shares, Granted | 40,500 | |
Weighted Average Remaining Contractual Life, Granted | 4 years 10 months 9 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Granted | $ 1.89 | |
Options Outstanding Number of Shares, Cancelled/Forfeited/Expired | (69,167) | |
Options Outstanding Weighted Average Remaining Contractual Life, Cancelled/Forfeited/Expired | 4 years 7 months 13 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Cancelled/Forfeited/Expired | $ 3.75 | |
Options Outstanding Number of Shares, Ending | 1,755,920 | 1,784,587 |
Options Outstanding Weighted Average Remaining Contractual Life, Ending | 6 years 9 months 3 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Ending | $ 9.59 | $ 9.54 |
Options Exercisable Number of Shares, Ending | 1,331,051 | 1,185,153 |
Options Exercisable Weighted Average Remaining Contractual Life, Ending | 7 years 4 months 13 days | 7 years 7 months 20 days |
Options Exercisable Weighted Average Exercise Price Per Share, Ending | $ 9.58 | $ 9.62 |
2020 Plan [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Exercise Price Per Share, Beginning | 2.30 | |
Options Outstanding Exercise Price Per Share, Granted | 1.84 | |
Options Outstanding Exercise Price Per Share, Cancelled/Forfeited/Expired | 2.30 | |
Options Outstanding Exercise Price Per Share, Ending | 1.84 | 2.30 |
Options Exercisable Exercise Price Per Share, Ending | 1.84 | 2.30 |
2020 Plan [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Exercise Price Per Share, Beginning | 21.02 | |
Options Outstanding Exercise Price Per Share, Granted | 1.89 | |
Options Outstanding Exercise Price Per Share, Cancelled/Forfeited/Expired | 7.50 | |
Options Outstanding Exercise Price Per Share, Ending | 21.02 | 21.02 |
Options Exercisable Exercise Price Per Share, Ending | $ 21.02 | $ 21.02 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
RSU Outstanding Number of Shares, Beginning | 715,000 |
RSU Outstanding Number of Shares, Granted | 50,000 |
RSU Outstanding Number of Shares, Vested | (115,000) |
RSU Outstanding Number of Shares, Ending | 650,000 |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
RSU Outstanding Number of Shares, Beginning | 1,028,250 |
RSU Outstanding Number of Shares, Granted | 412,000 |
RSU Outstanding Number of Shares, Vested | (120,375) |
RSU Outstanding Number of Shares, Forfeited | (75,000) |
RSU Outstanding Number of Shares, Ending | 1,244,875 |
SCHEDULE OF WARRANT OUTSTANDING
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding Number of Shares, Beginning | 3,859,638 | |
Warrants Outstanding Weighted Average Remaining Contractual Life, Beginning | 5 years 10 months 6 days | |
Warrants Outstanding Weighted Average Exercise Price Per Share, Beginning | $ 5.59 | |
Warrants Outstanding Number of Shares, Granted | 967,742 | |
Warrants Outstanding Exercise Price Per Share, Granted | $ 1.24 | |
Warrants Outstanding Weighted Average Remaining Contractual Life, Granted | 4 years 11 months 19 days | |
Warrants Outstanding Weighted Average Exercise Price Per Share, Granted | $ 1.24 | |
Warrants Outstanding Number of Shares, Ending | 4,827,380 | 3,859,638 |
Warrants Outstanding Weighted Average Remaining Contractual Life, ending | 4 years 8 months 15 days | |
Options Outstanding Weighted Average Exercise Price Per Share, Ending | $ 4.74 | |
Warrants Exercisable Number of Shares, Ending | 4,804,735 | 3,836,993 |
Warrants Exercisable Weighted Average Remaining Contractual Life, Ending | 4 years 8 months 15 days | 4 years 10 months 17 days |
Warrants Exercisable Weighted Average Exercise Price Per Share, Ending | $ 4.74 | $ 5.63 |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding Exercise Price Per Share, Beginning | 1.40 | |
Warrants Outstanding Exercise Price Per Share, ending | 1.24 | 1.40 |
Warrants Exercisable Exercise Price Per Share, Ending | 1.24 | 1.40 |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding Exercise Price Per Share, Beginning | 12 | |
Warrants Outstanding Exercise Price Per Share, ending | 12 | 12 |
Warrants Exercisable Exercise Price Per Share, Ending | $ 12 | $ 12 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 31, 2023 | Mar. 22, 2023 | Mar. 21, 2023 | Feb. 06, 2023 | Feb. 04, 2023 | Jan. 22, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 16, 2022 | Dec. 31, 2021 | Jun. 24, 2021 | Jun. 08, 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 | 100,000,000 | |||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||||
Preferred stock, at par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Undesignated preferred stock | 3,385,000 | 3,385,000 | ||||||||||||||||
Common stock share service | 149,375 | |||||||||||||||||
Stock issued during period shares new issues | 400,000 | |||||||||||||||||
Non-controlling interest | $ 565,983 | $ 24,726 | ||||||||||||||||
Distribution to non-controlling interest | 36,000 | 36,000 | ||||||||||||||||
Share based compensation | 2,700,000 | 4,500,000 | ||||||||||||||||
Unamortized expenses | $ 15,400,000 | |||||||||||||||||
2020 Plan [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of share based compensation | 4,950,000 | 4,950,000 | 1,500,000 | |||||||||||||||
Number of shares available for issuance | 1,500,000 | 1,500,000 | 150,000 | |||||||||||||||
Remaining authorization of shares | 1,573,830 | 1,573,830 | ||||||||||||||||
Number of options granted | 40,500 | |||||||||||||||||
Contractual term | 6 years 9 months 3 days | |||||||||||||||||
Fair value of options granted | $ 76,000 | |||||||||||||||||
Dividend yield | 0% | |||||||||||||||||
Expected term, minimum | 4 years | |||||||||||||||||
Volatility, minimum | 123.70% | |||||||||||||||||
Volatility, maximum | 123.80% | |||||||||||||||||
Risk free interest percentage | 3.58% | |||||||||||||||||
Risk free interest percentage | 3.87% | |||||||||||||||||
Share based compensation | $ 1,200,000 | 1,600,000 | ||||||||||||||||
Unamortized expense | $ 4,400,000 | $ 4,400,000 | ||||||||||||||||
WorkSimpli Software LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ownership Interest | 74.06% | 85.58% | 74.06% | 73.64% | 85.58% | |||||||||||||
Number of membership interest units redeemed | 500 | |||||||||||||||||
Employees [Member] | 2020 Plan [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of options granted | 180,500 | |||||||||||||||||
Employees [Member] | Maximum [Member] | 2020 Plan [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Contractual term | 6 years 6 months | |||||||||||||||||
Employees [Member] | Minimum [Member] | 2020 Plan [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Contractual term | 4 years | |||||||||||||||||
Conversion Labs PR LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Note payable | $ 376,000 | |||||||||||||||||
Debt conversion share issued | 37,531 | |||||||||||||||||
Stock purchase price | $ 100,000 | |||||||||||||||||
Conversion Labs PR LLC [Member] | Option Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ownership Interest | 72.98% | |||||||||||||||||
Conversion Labs PR LLC [Member] | Work Simpli Software [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Membership interests purchases | 12,000 | |||||||||||||||||
Stock purchase price | $ 300,000 | |||||||||||||||||
Pathak option agreement description | The CVLB PR MIPA provides that the transaction may be completed in three (3) tranches with a purchase price of $100 thousand per tranche to be made at the sole discretion of Conversion Labs PR. Payment for the first tranche of $100 thousand 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 | |||||||||||||||||
Conversion Labs PR LLC [Member] | Founding Members MIPAs [Member] | Work Simpli Software [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Membership interests purchases | 2,183 | |||||||||||||||||
Stock purchase price | $ 225,000 | |||||||||||||||||
Avenue Facility [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Line of credit | $ 15,000,000 | |||||||||||||||||
Avenue [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant to purchase stock | $ 1,200,000 | |||||||||||||||||
Exercise price | $ 1.24 | |||||||||||||||||
Debt conversion amount | $ 2,000,000 | |||||||||||||||||
Conversion price per share | $ 1.49 | |||||||||||||||||
Fair value of warrants | $ 1,100,000 | |||||||||||||||||
First Of Five Quarterly Installment [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period shares new issues | 337,895 | |||||||||||||||||
Service-Based Stock Options [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of options granted | 140,000 | |||||||||||||||||
Contractual term | 5 years 1 month 24 days | |||||||||||||||||
Fair value of options granted | $ 142,000 | |||||||||||||||||
Dividend yield | 0% | |||||||||||||||||
Expected term, minimum | 6 years 6 months | |||||||||||||||||
Volatility, minimum | 187.76% | |||||||||||||||||
Volatility, maximum | 195.58% | |||||||||||||||||
Risk free interest percentage | 1.21% | |||||||||||||||||
Risk free interest percentage | 2.26% | |||||||||||||||||
Share based compensation | $ 643,000 | 550,000 | ||||||||||||||||
Unamortized expense | 2,100,000 | $ 2,100,000 | ||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of options granted | ||||||||||||||||||
Contractual term | 4 years 4 months 2 days | |||||||||||||||||
Share based compensation | $ 0 | 106 | ||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based compensation | 305,000 | 591,000 | ||||||||||||||||
Unamortized expense | 4,900,000 | $ 4,900,000 | ||||||||||||||||
Shares, granted | 50,000 | |||||||||||||||||
Net of forfeitures | $ 73,000 | |||||||||||||||||
Shares vested | 115,000 | |||||||||||||||||
Number of shares issued | 100,000 | |||||||||||||||||
ATM Sales Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Offering price | $ 18,435,000 | $ 18,435,000 | ||||||||||||||||
Increase decrease in public float | $ 75,000,000 | |||||||||||||||||
Stock Purchase Agreeement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Payments to acquire businesses, gross | $ 460,000 | |||||||||||||||||
Operating Agreement [Member] | Conversion Labs PR LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ownership Interest | 51% | |||||||||||||||||
Operating Agreement [Member] | Conversion Labs PR LLC [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ownership Interest | 85.58% | |||||||||||||||||
Option Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Pathak option agreement 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] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Tranchee shares membership interest | 2,100 | |||||||||||||||||
Option Agreement [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Tranchee shares membership interest | 10,300 | |||||||||||||||||
Option Agreement [Member] | Conversion Labs PR LLC [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ownership Interest | 73.64% | |||||||||||||||||
Option Agreement [Member] | Conversion Labs PR LLC [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ownership Interest | 85.58% | |||||||||||||||||
Fitzpatrick Option Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Pathak option agreement 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 $2.5 million of gross sales in any fiscal quarter (ii) 3,434 membership interests upon WSS achieving $4.0 million of gross sales in any fiscal quarter, and (iii) 3,434 membership interests upon WSS achieving $8.0 million of gross sales with a ten percent (10%) net profit margin in any fiscal quarter | |||||||||||||||||
Tranchee shares membership interest | 10,300 | |||||||||||||||||
Purchase price per membership interest | $ 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] | ||||||||||||||||||
Pathak option agreement 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 $2.5 million of gross sales in any fiscal quarter (ii) 700 membership interests upon WSS achieving $4.0 million of gross sales in any fiscal quarter, and (iii) 700 membership interests upon WSS achieving $8.0 million of gross sales with a ten percent (10%) net profit margin in any fiscal quarter | |||||||||||||||||
Tranchee shares membership interest | 2,100 | |||||||||||||||||
Purchase price per membership interest | $ 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] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based compensation | 543,000 | 976 | ||||||||||||||||
Unamortized expense | $ 4,000,000 | $ 4,000,000 | ||||||||||||||||
Shares, granted | 412,000 | |||||||||||||||||
Net of forfeitures | $ 809,000 | |||||||||||||||||
Shares vested | 120,375 | |||||||||||||||||
Number of shares issued | 49,375 | |||||||||||||||||
Shares And Securities [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Raise up funds | $ 150,000,000 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Dividend yield | 0% | |||||||||||||||||
Share based compensation | $ 12,000 | $ 605,000 | ||||||||||||||||
Fair value of warrants | $ 1,100,000 | |||||||||||||||||
Expected term | 4 years | |||||||||||||||||
Volatility | 122.60% | |||||||||||||||||
Risk free interest percentage | 3.73% | |||||||||||||||||
Unamortized expenses | $ 6,000 | |||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | ||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 1,610,000 | 1,610,000 | 1,610,000 | |||||||||||||||
Preferred stock, at par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) | Mar. 31, 2023 USD ($) |
Leases | |
Fiscal year 2023 | $ 668,402 |
Fiscal year 2024 | 562,206 |
Fiscal year 2025 | 68,850 |
Less: imputed interest | (69,660) |
Present value of operating lease liabilities | $ 1,229,798 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Leases | |||
Cash paid for operating lease liabilities | $ 226,797 | $ 129,290 | |
Weighted average remaining lease term in years | 2 years 7 months 2 days | 2 years 9 months 25 days | |
Weighted average discount rate | 7.15% | 7.15% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases | ||
Operating lease expenses | $ 223,000 | $ 202,000 |
Lessee, operating lease, term of contract | 12 months | |
Short term lease payments | $ 3 | |
Payments for rent | $ 3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Feb. 28, 2022 | Dec. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2018 | Dec. 31, 2016 | Mar. 31, 2023 | |
Loss Contingencies [Line Items] | ||||||
Purchase obligation | $ 586,000 | |||||
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 | |||||
Stockholders' equity, reverse stock split | 5-for-1 | |||||
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 | 33,000,000 | |||||
Harborside Advisors LLC [Member] | Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, damages sought, value | $ 5,000,000 | |||||
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 | ||||
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 March 31, 2023 | |||||
Share based compensation arrangement by share based payment award, expiration period | 10 years | |||||
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] | ||||||
Loss Contingencies [Line Items] | ||||||
Contigency contract amount | $ 274,000 | |||||
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 | |||||
Blair LLC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Contigency contract amount | $ 1,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 21, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Gains losses on extinguishment of debt | $ (325,198) | |||
Software Development Services [Member] | Work Simpli Software [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued | 623,000 | $ 299,000 | ||
CRG Financial [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from short term loan | 2,000,000 | |||
Total loan facility | $ 2,500,000 | |||
Maturity date | Dec. 15, 2023 | |||
Loan facility interest | 12% | |||
Repayments of long term debt | $ 2,000,000 | |||
Gains losses on extinguishment of debt | $ 325,000 | $ 325,000 | ||
Notes payable | $ 0 | $ 0 |
SCHEDULE OF RELEVANT SEGMENT DA
SCHEDULE OF RELEVANT SEGMENT DATA (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 33,126,335 | $ 29,042,837 | |
Gross margin | 87.30% | 81.90% | |
Operating loss | $ (2,852,810) | $ (13,107,015) | |
Assets | 33,869,830 | 25,665,853 | $ 25,665,853 |
Telehealth [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 20,202,803 | $ 22,598,061 | |
Gross margin | 80.60% | 77.50% | |
Operating loss | $ (5,001,358) | $ (13,271,857) | |
Assets | 27,254,626 | 18,163,464 | |
WorkSimpli Software LLC [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 12,923,532 | $ 6,444,776 | |
Gross margin | 97.70% | 97.50% | |
Operating loss | $ 2,148,548 | $ 164,842 | |
Assets | $ 6,615,204 | $ 7,502,389 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 12 Months Ended | |||
May 01, 2023 | Apr. 17, 2023 | Apr. 10, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Stock issued during period shares new issues | 400,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued for cashless exercise of options | 16,471 | |||
Stock issued during period shares new issues | 3,000 | |||
Subsequent Event [Member] | Second Of Five Quarterly Installment [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period shares new issues | 455,319 |