Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 111,775,534 | ||
Entity Common Stock, Shares Outstanding | 40,366,047 | ||
Documents Incorporated By Reference | Portions of the 2024 definitive proxy statement for the Registrant’s Annual Meeting of Stockholders, to be filed within 120 days of our fiscal year end (December 31, 2023) are incorporated by reference into Part III of this Form 10-K | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Location | Marcum | ||
Auditor Location | Marlton, New Jersey | ||
Common Stock, 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 | |||
Title of 12(b) Security | 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | ||
Trading Symbol | LFMDP | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 33,146,725 | $ 3,958,957 |
Accounts receivable, net | 5,277,250 | 2,834,750 |
Product deposit | 485,850 | 127,265 |
Inventory, net | 2,759,932 | 3,703,363 |
Other current assets | 934,510 | 687,022 |
Total Current Assets | 42,604,267 | 11,311,357 |
Non-current Assets | ||
Equipment, net | 476,303 | 476,441 |
Right of use asset | 594,897 | 1,206,009 |
Capitalized software, net | 11,795,979 | 8,840,187 |
Intangible assets, net | 3,009,263 | 3,831,859 |
Total Non-current Assets | 15,876,442 | 14,354,496 |
Total Assets | 58,480,709 | 25,665,853 |
Current Liabilities | ||
Accounts payable | 11,084,855 | 10,106,793 |
Accrued expenses | 13,937,494 | 12,166,509 |
Notes payable, net | 327,597 | 2,797,250 |
Current operating lease liabilities | 603,180 | 756,093 |
Deferred revenue | 8,828,598 | 5,547,506 |
Total Current Liabilities | 34,781,724 | 31,374,151 |
Long-term Liabilities | ||
Long-term debt, net | 17,927,727 | |
Noncurrent operating lease liabilities | 73,849 | 574,136 |
Contingent consideration | 131,250 | 443,750 |
Purchase price payable | 579,319 | |
Total Liabilities | 52,914,550 | 32,971,356 |
Commitments and contingencies (Note 10) | ||
Mezzanine Equity | ||
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized Series B Convertible Preferred Stock, $0.0001 par value; 5,000 shares authorized, zero and 3,500 shares issued and outstanding, liquidation value approximately, $0 and $1,305 per share as of December 31, 2023 and 2022, respectively | 4,565,822 | |
Stockholders’ Equity (Deficit) | ||
Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately, $29.99 and $27.84 per share as of December 31, 2023 and 2022, respectively | 140 | 140 |
Common Stock, $0.01 par value; 100,000,000 shares authorized, 38,358,641 and 31,552,775 shares issued, 38,255,601 and 31,449,735 outstanding as of December 31, 2023 and 2022, respectively | 383,586 | 315,528 |
Additional paid-in capital | 217,550,583 | 179,015,250 |
Accumulated deficit | (214,265,236) | (190,562,994) |
Treasury stock, 103,040 and 103,040 shares, at cost, as of December 31, 2023 and 2022, respectively | (163,701) | (163,701) |
Total LifeMD, Inc. Stockholders’ Equity (Deficit) | 3,505,372 | (11,395,777) |
Non-controlling interest | 2,060,787 | (475,548) |
Total Stockholders’ Equity (Deficit) | 5,566,159 | (11,871,325) |
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit) | $ 58,480,709 | $ 25,665,853 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 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, 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 | 38,358,641 | 31,552,775 |
Common stock, shares outstanding | 38,255,601 | 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 outstanding | 3,500 | 3,500 |
Temporary equity, liquidation value | $ 0 | $ 1,305 |
Series A preferred stock, shares issued | 0 | 4,600,000 |
Series A Preferred Stock [Member] | ||
Series A preferred stock, 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 | $ 29.99 | $ 27.84 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | ||
Total revenues, net | $ 152,547,006 | $ 119,033,520 |
Cost of revenues | ||
Total cost of revenues | 18,900,464 | 18,668,028 |
Gross profit | 133,646,542 | 100,365,492 |
Expenses | ||
Selling and marketing expenses | 76,451,466 | 78,369,430 |
General and administrative expenses | 51,694,232 | 46,960,782 |
Other operating expenses | 6,297,321 | 6,717,795 |
Customer service expenses | 7,632,283 | 5,033,468 |
Development costs | 6,060,513 | 2,970,202 |
Goodwill and intangible asset impairment charges | 8,862,596 | |
Change in fair value of contingent consideration | (5,101,000) | |
Total expenses | 148,135,815 | 143,813,273 |
Operating loss | (14,489,273) | (43,447,781) |
Interest expense, net | (2,596,586) | (1,275,946) |
(Loss) gain on debt extinguishment | (325,198) | 63,400 |
Loss from operations before income taxes | (17,411,057) | (44,660,327) |
Income tax provision | (428,000) | (360,700) |
Net loss | (17,839,057) | (45,021,027) |
Net income attributable to non-controlling interest | 2,756,935 | 514,632 |
Net loss attributable to LifeMD, Inc. | (20,595,992) | (45,535,659) |
Preferred stock dividends | (3,106,250) | (3,106,250) |
Net loss attributable to LifeMD, Inc. common stockholders | $ (23,702,242) | $ (48,641,909) |
Basic loss per share attributable to LifeMD, Inc. common stockholders | $ (0.70) | $ (1.57) |
Diluted loss per share attributable to LifeMD, Inc. common stockholders | $ (0.70) | $ (1.57) |
Weighted average number of common shares outstanding: | ||
Basic | 33,905,155 | 30,976,455 |
Diluted | 33,905,155 | 30,976,455 |
Telehealth Revenue [Member] | ||
Revenues | ||
Total revenues, net | $ 98,152,919 | $ 82,649,845 |
Cost of revenues | ||
Total cost of revenues | 17,480,533 | 17,843,754 |
WorkSimpli Revenue [Member] | ||
Revenues | ||
Total revenues, net | 54,394,087 | 36,383,675 |
Cost of revenues | ||
Total cost of revenues | $ 1,419,931 | $ 824,274 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - 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 |
Balance at Dec. 31, 2021 | $ 140 | $ 307,045 | $ 164,517,634 | $ (141,921,085) | $ (163,701) | $ 22,740,033 | $ (1,031,745) | $ 21,708,288 |
Balance, shares at Dec. 31, 2021 | 1,400,000 | 30,704,434 | ||||||
Stock compensation expense | $ 3,062 | 13,731,552 | 13,734,614 | 13,734,614 | ||||
Stock compensation expense, shares | 306,250 | |||||||
Exercise of stock options | $ 904 | 89,496 | 90,400 | $ 90,400 | ||||
Exercise of stock options, shares | 90,400 | 90,400 | ||||||
Exercise of warrants | $ 220 | 38,280 | 38,500 | $ 38,500 | ||||
Exercise of warrants, shares | 22,000 | |||||||
Cashless exercise of stock options | $ 297 | (297) | ||||||
Cashless exercise of stock options, shares | 29,691 | |||||||
Stock issued for legal settlement | $ 4,000 | 812,000 | 816,000 | 816,000 | ||||
Stock issued for legal settlement, shares | 400,000 | |||||||
Series A Preferred Stock dividends | (3,106,250) | (3,106,250) | (3,106,250) | |||||
Distribution to non-controlling interest | (144,000) | (144,000) | ||||||
Adjustment of membership interest in WorkSimpli | (173,415) | (173,415) | 185,565 | 12,150 | ||||
Net (loss) income | (45,535,659) | (45,535,659) | 514,632 | $ (45,021,027) | ||||
Cashless exercise of warrants, shares | 79,330 | |||||||
Stock issued for noncontingent consideration payment, shares | 1,068,926 | |||||||
Stock issued for legal settlement, shares | 100,000 | 400,000 | ||||||
Sale of common stock under ATM, net, shares | 1,009,907 | |||||||
Stock issued for debt conversion, shares | 672,042 | |||||||
Common stock issued to Medifast, shares | 1,224,425 | 306,250 | ||||||
Series B Preferred Stock conversion, shares | 1,560,864 | |||||||
Balance at Dec. 31, 2022 | $ 140 | $ 315,528 | 179,015,250 | (190,562,994) | (163,701) | (11,395,777) | (475,548) | $ (11,871,325) |
Balance, shares at Dec. 31, 2022 | 1,400,000 | 31,552,775 | ||||||
Stock compensation expense | $ 9,785 | 12,479,558 | 12,489,343 | 12,489,343 | ||||
Stock compensation expense, shares | 978,500 | |||||||
Exercise of stock options | $ 375 | 94,125 | 94,500 | $ 94,500 | ||||
Exercise of stock options, shares | 37,500 | 37,500 | ||||||
Cashless exercise of stock options | $ 744 | (744) | ||||||
Cashless exercise of stock options, shares | 74,372 | |||||||
Series A Preferred Stock dividends | (3,106,250) | (3,106,250) | (3,106,250) | |||||
Distribution to non-controlling interest | (144,000) | (144,000) | ||||||
Adjustment of membership interest in WorkSimpli | (229,025) | (229,025) | (76,600) | (305,625) | ||||
Net (loss) income | (20,595,992) | (20,595,992) | 2,756,935 | (17,839,057) | ||||
Cashless exercise of warrants | 793 | (793) | ||||||
Stock issued for noncontingent consideration payments | 10,689 | 2,557,311 | 2,568,000 | 2,568,000 | ||||
Stock issued for legal settlement | 1,000 | 531,000 | 532,000 | 532,000 | ||||
Warrants issued with debt instrument | 873,100 | 873,100 | 873,100 | |||||
Sale of common stock under ATM, net | 10,099 | 6,192,560 | 6,202,659 | 6,202,659 | ||||
Stock issued for debt conversion | 6,720 | 993,280 | 1,000,000 | 1,000,000 | ||||
Common stock issued to Medifast | 12,244 | 9,987,756 | 10,000,000 | 10,000,000 | ||||
Series B Preferred Stock conversion | 15,609 | 5,057,205 | 5,072,814 | 5,072,814 | ||||
Balance at Dec. 31, 2023 | $ 140 | $ 383,586 | $ 217,550,583 | $ (214,265,236) | $ (163,701) | $ 3,505,372 | $ 2,060,787 | $ 5,566,159 |
Balance, shares at Dec. 31, 2023 | 1,400,000 | 38,358,641 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (17,839,057) | $ (45,021,027) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of debt discount | 333,939 | |
Amortization of capitalized software | 5,424,810 | 2,681,807 |
Amortization of intangibles | 971,464 | 926,542 |
Accretion of consideration payable | 167,221 | 273,822 |
Depreciation of fixed assets | 203,952 | 161,885 |
Write-down of inventory | 537,685 | 103,417 |
Sales return reserve | 338,193 | |
Loss (gain) on debt extinguishment | 325,198 | (63,400) |
Change in fair value of contingent consideration | (5,101,000) | |
Goodwill and intangible asset impairment charges | 8,862,596 | |
Deferred income tax provision | 354,000 | |
Operating lease payments | 766,280 | 546,439 |
Stock issued for legal settlement | 532,000 | 816,000 |
Stock compensation expense | 12,489,343 | 13,734,614 |
Changes in Assets and Liabilities | ||
Accounts receivable | (2,442,500) | (2,192,888) |
Product deposit | (358,585) | 76,291 |
Inventory | 405,746 | (2,183,012) |
Other current assets | (247,488) | 106,168 |
Change in operating lease liability | (808,368) | (455,805) |
Deferred revenue | 3,281,092 | 4,047,626 |
Accounts payable | 978,062 | 1,251,037 |
Accrued expenses | 4,678,757 | (1,309,968) |
Other operating activity | (579,319) | (888,486) |
Net cash provided by (used in) operating activities | 8,820,232 | (22,935,149) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for capitalized software costs | (8,380,602) | (8,526,205) |
Purchase of equipment | (203,814) | (366,633) |
Purchase of intangible assets | (148,868) | (4,000,500) |
Acquisition of business, net of cash acquired | (1,012,395) | |
Net cash used in investing activities | (8,733,284) | (13,905,733) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from long-term debt, net | 19,466,887 | |
Cash proceeds from common stock issued to Medifast | 10,000,000 | |
Proceeds from notes payable | 2,347,691 | 2,906,000 |
Sale of common stock under ATM, net | 6,202,659 | |
Cash proceeds from exercise of warrants | 38,500 | |
Cash proceeds from exercise of options | 94,500 | 90,400 |
Preferred stock dividends | (3,106,250) | (3,106,250) |
Net payments for membership interest in WorkSimpli | (305,625) | 12,150 |
Contingent consideration payments for ResumeBuild acquisition | (312,500) | (156,250) |
Distributions to non-controlling interest | (144,000) | (144,000) |
Repayment of notes payable, net of prepayment penalty | (5,142,542) | (168,750) |
Net cash provided by (used in) financing activities | 29,100,820 | (528,200) |
Net increase (decrease) in cash | 29,187,768 | (37,369,082) |
Cash at beginning of year | 3,958,957 | 41,328,039 |
Cash at end of year | 33,146,725 | 3,958,957 |
Cash paid for interest | ||
Cash paid during the period for interest | 2,148,454 | 189,000 |
Non-cash investing and financing activities | ||
Cashless exercise of options | 744 | 297 |
Cashless exercise of warrants | 793 | |
Consideration payable for Cleared acquisition | 8,079,367 | |
Consideration payable for ResumeBuild acquisition | 500,000 | |
Stock issued for noncontingent consideration payments | 2,568,000 | |
Stock issued for debt conversion | 1,000,000 | |
Series B Preferred Stock conversion | 5,072,814 | |
Principal of Paycheck Protection Program loans forgiven | 63,400 | |
Warrants issued for debt instruments | 873,100 | |
Right of use asset | 155,168 | 89,595 |
Right of use lease liability | $ 155,168 | $ 94,168 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 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 Effective March 31, 2023, the Company redeemed 500 74.06 73.32 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 a high-quality, cost-effective, and convenient way to access comprehensive, virtual and in-home healthcare. The Company believes the traditional model of visiting a doctor’s office, traveling to a retail pharmacy, and returning for follow up care or prescription refills is complex, inefficient, and costly, and discourages many individuals from seeking medical care. The Company is improving the delivery of healthcare through telehealth with our proprietary technology platform, affiliated-and-dedicated provider network, broad and expanding 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, weight management, sleep, hair loss, men’s and women’s health, hormonal therapy 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 In the first quarter of 2022, we launched our virtual primary care offering under the LifeMD brand, LifeMD Primary Care. This offering provides patients with 24/7 access to an affiliated high-quality provider for their primary care, urgent care, and chronic care needs. In April 2023, we launched our GLP-1 Weight Management program providing primary care, weight loss, holistic healthcare, lab work and prescription services, as appropriate, to patients seeking to access a medically supported weight loss solution. Business and Subsidiary History In June 2018, the Company closed the strategic acquisition of 51 73.32 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 3.67 460 337,895 455,319 158,129 117,583 95,821 In February 2022, WorkSimpli closed on an Asset Purchase Agreement (the “ResumeBuild APA”) with East Fusion FZCO, a Dubai, UAE corporation (the “Seller”), whereby WorkSimpli acquired substantially all of the assets associated with the Seller’s business, offering subscription-based resume building software through software as a service online platforms (the “Acquisition”). WorkSimpli paid $ 4.0 500 15 62,500 469 Unless otherwise indicated, the terms “LifeMD,” “Company,” “we,” “us,” and “our” refer to LifeMD, Inc. (formerly known as Conversion Labs, Inc.), 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 Evaluation As of December 31, 2023, the Company has an accumulated deficit approximating $ 214.3 million and has experienced significant losses from its operations. Although the Company is showing significant positive revenue trends, the Company expects to incur further losses through 2024. However, losses have improved significantly, and the Company expects these losses to continue to improve. Additionally, the Company expects its burn rate of cash to continue to improve and to maintain positive operating cash flows for the next 12 months following the date of this report. To date, the Company has been funding operations primarily 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. There can be no assurances that we will be successful in increasing revenues, improving operational efficiencies, or that financing will be available or, if available, that such financing will be available under favorable terms. On March 21, 2023, the Company entered into and closed on a loan and security agreement (the “Avenue Credit Agreement”), and a supplement to the Credit Agreement (the “Avenue Supplement”), with Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. (collectively, “Avenue”). The Avenue Credit Agreement provides for a convertible senior secured credit facility of up to an aggregate amount of $ 40 15 5 20 October 1, 2026 1.2 1.24 2 15 1.49 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, subject to certain adjustments as provided by the Avenue Credit Agreement, of at least $2 million. 19 (i) the sum of 4.75% plus the Prime Rate (as defined in the Avenue Supplement) and (ii) 12.50%. Payments are interest only for up to 24 months and then fully amortized thereafter. October 1, 2026 1.00 3.00 On December 11, 2023, the Company entered into a collaboration with Medifast, Inc. through and with certain of its wholly-owned subsidiaries (“Medifast”). Pursuant to certain agreements between the parties, Medifast has agreed to pay to the Company the amount of $ 10 5 2.5 In addition, in connection with the Medifast Collaboration, the Company entered into a stock purchase agreement and registration rights agreement with Medifast’s wholly-owned subsidiary, Jason Pharmaceuticals, Inc., whereby the Company issued 1,224,425 8.1671 10 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 53.3 32.0 The Company has a current cash balance of approximately $ 26.4 7.8 33.1 53.3 32.0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, Consolidation The consolidated financial statements include the accounts of the Company, Cleared, its majority owned subsidiary, WorkSimpli, and LifeMD PC, the Company’s affiliated, variable interest entity in which we hold a controlling financial interest. During the year ended December 31, 2021, the Company purchased an additional 34.6 85.6 73.64 500 74.06 73.32 All significant intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. As of December 31, 2023 and 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. We have never experienced any losses related to these balances. Variable Interest Entities In accordance with ASC 810, Consolidation The Company determined that the LifeMD PC entity, the Company’s affiliated network of medical Professional Corporations and medical Professional Associations administratively led by LifeMD Southern Patient Medical Care, P.C., is a VIE and subject to consolidation. LifeMD PC and the Company do not have any stockholders in common. LifeMD PC is owned by licensed physicians, and the Company maintains a managed service agreement with LifeMD PC whereby we provide all non-clinical services to LifeMD PC. The Company determined that it is the primary beneficiary of LifeMD PC and must consolidate, as we have both the power to direct the activities of LifeMD PC that most significantly impact the economic performance of the entity and we have the obligation to absorb the losses. As a result, the Company presents the financial position, results of operations, and cash flows of LifeMD PC as part of the consolidated financial statements of the Company. There is no non-controlling interest upon consolidation of LifeMD PC. Total revenue for LifeMD PC was approximately $ 4.3 499 1.2 5.8 Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include returns and allowances, stockholders’ equity-based transactions, the capitalization and impairment of capitalized software and impairment of other long-lived assets, estimates to cash flow projections, and liquidity assessment. Actual results could differ from those estimates. 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 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 product revenues approximated $ 2.1 5.2 For its LifeMD PC contracts with customers, the Company offers one-time and subscription-based access to the Company’s telehealth platform. The Company offers monthly and yearly subscriptions dependent upon the subscriber’s enrollment selection. The Company has estimated that there is one product and one performance obligation that is delivered over time, as the Company allows the subscriber to access the telehealth platform for the time period of the subscription purchased. The Company records the revenue over the customer’s subscription period for monthly and yearly subscribers. 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 3.3 2.5 As noted above, on December 11, 2023, the Company entered into the Medifast Collaboration. Pursuant to certain agreements between the parties, Medifast agreed to pay to the Company the amount of $ 10 5 2.5 The Company determined the transaction price totaled $ 10 5 10 5 For the years ended December 31, 2023 and 2022, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Year Ended December 31, 2023 % 2022 % Telehealth revenue (excluding collaboration revenue) $ 93,152,919 61 % $ 82,649,845 69 % WorkSimpli revenue 54,394,087 36 % 36,383,675 31 % Medifast collaboration revenue 5,000,000 3 % - - % Total net revenue $ 152,547,006 100 % $ 119,033,520 100 % Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. As of December 31, 2023 and 2022, the Company has accrued contract liabilities, as deferred revenue, of approximately $ 8.8 5.5 4.2 0 2.1 3.0 2.5 2.5 Deferred revenue increased by $ 3.3 8.8 5.5 4.8 The Company expects to recognize $ 8.8 SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY 2023 2022 Year Ended December 31, 2023 2022 Beginning of period $ 5,547,506 $ 1,499,880 Additions 58,319,435 37,410,617 Revenue recognized (55,038,343 ) (33,362,991 ) End of period $ 8,828,598 $ 5,547,506 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 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 consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded in the balance sheet. Accounts Receivable, net Accounts receivable principally consist of amounts due from third-party merchant processors, who process our subscription revenues; the merchant accounts balance receivable represents the charges processed by the merchants that have not yet been deposited with the Company. The unsettled merchant receivable amount normally represents processed sale transactions from the final one to three days of the month, with collections being made by the Company within the first week of the following month. Management determines the need, if any, for an allowance for future credits to be granted to customers, by regularly evaluating aggregate customer refund activity, coupled with the consideration and current economic conditions in its evaluation of an allowance for future refunds and chargebacks. As of December 31, 2023 and 2022, the reserve for sales returns and allowances was approximately $ 528 815 Inventory As of December 31, 2023 and 2022, inventory primarily consisted of finished goods, raw materials and packaging related to the Company’s OTC products included in the telehealth revenue section of the table above. Inventory is maintained at the Company’s third-party warehouse location in Wyoming and at various Amazon fulfillment centers. The Company also maintains inventory at a company owned warehouse in Pennsylvania. Inventory is valued at the lower of cost or net realizable value with cost determined on an average cost basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to net realizable, if lower. As of December 31, 2023 and 2022, the Company recorded an inventory reserve in the amount of $ 356 161 As of December 31, 2023 and 2022, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY 2023 2022 December 31, 2023 2022 Finished Goods - Products $ 1,898,784 $ 2,587,370 Raw materials and packaging components 1,216,833 1,276,891 Inventory reserve (355,685 ) (160,898 ) Total Inventory - net $ 2,759,932 $ 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 33 486 127 63 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 11.8 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 million was recognized in conjunction with the Cleared acquisition during the year ended December 31, 2022. The Company recorded an $ 8.0 million goodwill impairment charge during the year ended December 31, 2022 related to a decline in the estimated fair value of Cleared as a result of a decline in the Cleared financial projections (see Note 3). Other intangible assets are comprised of: (1) the ResumeBuild brand, (2) a customer relationship asset, (3) the Cleared trade name, (4) Cleared developed technology, (5) a purchased license and (6) two purchased domain names. 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 December 31, 2023 and 2022, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. Paycheck Protection Program During the year ended December 31, 2020, the Company received aggregate loan proceeds in the amount of approximately $ 249 1 During the year ended December 31, 2022, the Company had a total of $ 63 Income Taxes The Company files corporate federal, state, and local tax returns. WorkSimpli files a tax return in Puerto Rico; WorkSimpli is a limited liability company and files tax returns with any tax liabilities or benefits passing through to its members. The Company records current and deferred taxes in accordance with ASC 740 , Accounting for Income Taxes i.e. Stock-Based Compensation The Company follows the provisions of ASC 718, Share-Based Payment Earnings (Loss) Per Share Basic earnings (loss) per common share (“EPS”) is based on the weighted average number of shares outstanding during each period presented. Shares of unissued vested restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) are included in our calculation of basic weighted average shares outstanding. 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 Year Ended December 31, 2023 2022 Series B Preferred Stock - 1,404,868 RSUs and RSAs 3,556,375 1,743,250 Stock options 2,336,222 3,758,920 Warrants 4,730,607 3,859,638 Convertible long-term debt 671,141 - Potentially dilutive securities 11,294,345 10,766,676 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 December 31, 2023, we utilized three (3) suppliers for fulfillment services, nine (9) suppliers for manufacturing finished goods, seven (7) suppliers for packaging, bottling, and labeling, and five (5) suppliers for prescription medications. As of December 31, 2022, we utilized four (4) suppliers for fulfillment services, six (6) suppliers for manufacturing finished goods, five (5) suppliers for packaging, bottling, and labeling, and three (3) suppliers for prescription medications. 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 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures All other accounting standards updates that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 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 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 Cleared First Amendment. The Cleared Stock Purchase Agreement was amended to, among other things: (i) reduce the total purchase price by $ 250 3.67 460 337,895 455,319 158,129 117,583 95,821 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 62,500 469 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 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 December 31, 2023 and 2022, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS 2023 2022 Life December 31, Amortizable 2023 2022 Life Amortizable Intangible Assets: ResumeBuild brand $ 4,500,000 $ 4,500,000 5 Customer relationship asset 1,006,840 1,006,840 3 Cleared trade name 133,339 133,339 5 Cleared developed technology 12,920 12,920 1 Purchased licenses 200,000 200,000 10 Website domain names 171,599 22,731 3 Amortizable intangible assets 171,599 22,731 3 years Less: accumulated amortization (3,015,435 ) (2,043,971 ) Total net amortizable intangible assets $ 3,009,263 $ 3,831,859 During the year ended December 31, 2022, the Company recorded an $ 827 919 92 971 927 980 940 112 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES As of December 31, 2023 and 2022, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCRUED EXPENSES 2023 2022 December 31, 2023 2022 Accrued selling and marketing expenses $ 5,198,123 $ 3,508,883 Accrued compensation 3,003,007 576,027 Sales tax payable 2,501,035 2,501,035 Accrued dividends payable 776,563 776,563 Purchase price payable 641,042 2,463,002 Accrued interest - 448,718 Other accrued expenses 1,817,724 1,892,281 Total accrued expenses $ 13,937,494 $ 12,166,509 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Working Capital Loans In October 2022, the Company received proceeds of $ 976 62 111 976 In November 2022, the Company received proceeds of $ 1.9 60 840 0 1.821 In January and February 2023, the Company received proceeds of $ 2 2.5 December 15, 2023 12 2 325 0 During the year ended December 31, 2023, the Company financed a $ 348 13 217 0 Total interest expense on notes payable amounted to $ 256 653 PPP Loan and Forgiveness In June 2020, the Company and its subsidiaries received three loans in the aggregate amount of approximately $ 249 1.0 five years The proceeds of the PPP Loan must be used for payroll costs, lease payments on agreements entered into before February 15, 2020 and utility payments under lease agreements entered into before February 1, 2020. At least 60% of the proceeds must be used for payroll costs and certain other expenses and no more than 40% may be used on non-payroll expenses. 63 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 7 – LONG-TERM DEBT Avenue Capital Credit Facility As noted in Note 1 above, on March 21, 2023, the Company entered into the Avenue Credit Agreement and the Avenue Supplement. The Avenue Credit Agreement provides for a convertible senior secured credit facility of up to an aggregate amount of $ 40 15 5 20 1.2 1.24 873 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 $1.4 million will be amortized over a forty-two-month period. 334 0 15.0 12.3 2 The Avenue Facility matures on October 1, 2026 interest is based on the greater of: (1) the Prime Rate (as defined in the Supplement) plus 4.75% and (2) 12.5%. At December 31, 2023, the interest rate was 13.25%. Payments are interest only until November 2024. 1.00 3.00 On November 15, 2023, Avenue converted $ 1 672,042 96,773 79,330 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 2 19 Total interest expense on long-term debt, inclusive of amortization of debt discounts, amounted to $ 2.0 0 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 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 53.3 32.0 Series A Preferred Stock In September 2021, the Company entered into the Preferred Underwriting Agreement and the Common Underwriting Agreement with B.Riley. Pursuant to the Preferred Underwriting Agreement, the Company agreed to sell 1,400,000 3,833,334 55.3 The Series A Preferred Stock ranks senior to the Company’s common stock with respect to the payment of dividends and liquidation rights. The Company will pay cumulative distributions on the Series A Preferred Stock, from the date of original issuance, in the amount of $ 2.21875 8.875 25.00 Dividends declared and paid on the Series A Preferred Stock during the year ended December 31, 2023 are as follows: (1) quarterly dividend declared on March 28, 2023 to holders of record as of April 7, 2023 and was paid on April 17, 2023, (2) quarterly dividend declared on June 27, 2023 to holders of record as of July 7, 2023 and was paid on July 17, 2023, (3) quarterly dividend declared on September 26, 2023 to holders of record as of October 6, 2023 and was paid on October 16, 2023 and (4) quarterly dividend declared on December 26, 2023 to holders of record as of January 5, 2024 and was paid on January 15, 2024. Dividends declared and paid on the Series A Preferred Stock during the year ended December 31, 2022 are as follows: (1) quarterly dividend on the Series A Preferred Stock was declared on March 25, 2022 to holders of record as of April 5, 2022 and was paid on April 15, 2022, (2) quarterly dividend on the Series A Preferred Stock was declared on June 27, 2022 to holders of record as of July 5, 2022 and 3.1 Holders of the Series A Preferred Stock have no voting rights except in the case of certain dividend nonpayments. If dividends on the Series A Preferred Stock are in arrears, whether or not declared, for six or more quarterly periods, whether or not these quarterly periods are consecutive, holders of Series A Preferred Stock and holders of all other classes or series of parity preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class will be entitled to vote, at a special meeting called by the holders of record of at least 10 The Series A Preferred Stock is perpetual and has no maturity date. No outstanding shares of Series A Preferred Stock have been redeemed. However, the Series A Preferred Stock will be redeemable at our option, in whole or in part, at the following redemption prices, plus any accrued and unpaid dividends up to, but not including, the date of redemption: 1) on and after October 15, 2022 and prior to October 15, 2023, at a redemption price equal to $ 25.75 25.50 25.25 25.00 25.00 Upon the occurrence of a delisting event or a change of control, each holder of Series A Preferred Stock will have the right unless we have provided or provide notice of our election to redeem the Series A Preferred Stock, to convert some or all of the shares of Series A Preferred Stock held by such holder into a number of shares of our common stock (or equivalent value of alternative consideration) per share of Series A Preferred Stock, or the “Common Stock Conversion Consideration”. In the case of a delisting event or change of control, pursuant to which shares of common stock shall be converted into cash, securities or other property or assets (the “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the delisting event or change of control, had such holder held a number of shares of common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the delisting event or change of control. Series B Convertible Preferred Stock On August 27, 2020, the Secretary of State of the State of Delaware delivered confirmation of the effective filing of the Company’s Certificate of Designations of the Series B Convertible Preferred Stock, which established 5,000 The shares of Series B Preferred Stock have a stated value of $ 1,000 3.25 13 The Preferred Dividends shall accrue and be cumulative from and after the date of issuance of any share of Series B Preferred Stock on a daily basis computed on the basis of a 365-day year and compounded quarterly. The Preferred Dividends are payable only when, as, and if declared by the Board of Directors of the Company (the “Board”) and the Company has no obligation to pay such Preferred Dividends; provided, however, if the Board determines to pay any Preferred Dividends, the Company shall pay such dividends in kind in a number of additional shares of Series B Preferred Stock (the “PIK Shares”) equal to the quotient of (i) the aggregate amount of the Preferred Dividends being paid by the Company in respect of the shares of Series B Preferred Stock held by such holder, divided by (ii) the Series B Issue Price (as defined in the Series B Designations); provided, further, that, at the election of the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding, in their sole discretion, such Preferred Dividends shall be paid in cash or a combination of cash and PIK Shares. Notwithstanding the foregoing, the Preferred Dividends may be paid in cash at the election of the Company if, and only if, (a) the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding consent in writing to the payment of any specific dividend in cash, or (b) at any time following the twenty-four (24) month anniversary of the Closing, (i) the prevailing volume-weighted average price (“VWAP”) of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $ 15.00 40,000 The holders of Series B Preferred Stock rank senior to the Common Stock with respect to payment of dividends and rights upon liquidation and will vote together with the holders of the Common Stock on an as-converted basis, subject to beneficial ownership limitations, on each matter submitted to a vote of holders of Common Stock (whether at a meeting of stockholders or by written consent). In addition, as further described in the Series B Designations, if at least 30 If at any time following the twelve (12)-month anniversary of the Closing (a) the prevailing VWAP (as defined in the Series B Designations) of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $ 15.00 3.00 40,000 plus divided by th In the event of a Forced Conversion, a holder may elect, in its sole discretion and in lieu of the Forced Conversion, to have each then-outstanding share of Series B Preferred Stock held by such holder be redeemed by the Company (a “Forced Conversion Redemption”) by delivering written notice to the Company (a “Forced Conversion Redemption Notice” and the date such Holder delivers such notice to the Corporation, a “Forced Conversion Redemption Notice Date”) prior to the Forced Conversion Date, which notice shall state (a) the number of shares of Series B Preferred Stock that are to be redeemed, (b) the date on which such Forced Conversion Redemption shall occur, which date shall be the tenth (10th) Business Day following the applicable Forced Conversion Redemption Notice Date (the “Forced Conversion Redemption Date”) and (c) the wire instructions for the payment of the applicable amount owed to such holder. Each share of Series B Preferred Stock that is the subject of a Forced Conversion Redemption shall be redeemed by the Company in cash at a price per share equal to the sum of (1) the Series B Issue Price, plus (2) any accrued but unpaid dividends on such share of Series B Preferred Stock, including the Preferred Dividends (the “Per Share Forced Conversion Redemption Price”). If a sufficient number of shares of Common Stock are not available to effect the conversion of the Series B Preferred Stock outstanding into Common Stock and the exercise of the warrants, each holder shall have the right, in its sole and absolute discretion (in addition to and not to the exclusion of any remedy such holder may have at law or in equity), to require that the Company redeem (an “Optional Redemption”), to the fullest extent permitted by law and out of funds lawfully available therefor, all or any portion of such holder’s Series B Preferred Stock then outstanding by delivering written notice thereof. The Series B Preferred Stock contains certain Change of Control provisions that preclude permanent equity classification. On July 10, 2023, and August 14, 2023, PA001 Holdings, LLC (“PA001 Holdings”), the holder of the Company’s Series B Preferred Stock, elected to convert 2,275 1,225 3.25 1,010,170 550,694 0 4.6 Options and Warrants During the year ended December 31, 2023, the Company issued an aggregate of 74,372 During the year ended December 31, 2023, the Company issued an aggregate of 37,500 94,500 During the year ended December 31, 2023, the Company issued an aggregate of 79,330 During the year ended December 31, 2022, the Company issued an aggregate of 90,400 90,400 During the year ended December 31, 2022, the Company issued an aggregate of 29,691 During the year ended December 31, 2022, the Company issued an aggregate of 22,000 38,500 Common Stock Common Stock Transactions During the Year Ended December 31, 2023 During the year ended December 31, 2023, the Company issued an aggregate of 978,500 On February 4, 2023, the Company entered into the Cleared First Amendment between the Company and the sellers of Cleared. The Cleared Stock Purchase Agreement was amended to, among other things change the timing of the payment of the purchase price to $ 460 337,895 455,319 158,129 117,583 2.6 During the year ended December 31, 2023, the Company sold 1,009,907 6.2 During the year ended December 31, 2023, the Company issued 100,000 Harborside Advisors LLC v. LifeMD, Inc. Specialty Medical Drugstore, LLC D/B/A GoGoMeds v. LifeMD, Inc. 5.32 On July 10, 2023, and August 14, 2023, PA001 Holdings, the holder of the Company’s Series B Preferred Stock, elected to convert 2,275 1,225 3.25 5.1 1,010,170 550,694 On March 21, 2023, in connection with the Company’s closing of the Avenue Credit Agreement, the Company issued Avenue Warrants to purchase $ 1.2 1.24 2 15 1.49 1 672,042 96,773 79,330 On December 11, 2023, in connection with the Medifast Collaboration, the Company entered into a stock purchase agreement with Medifast’s wholly-owned subsidiary, Jason Pharmaceuticals, Inc., whereby the Company issued 1,224,425 8.1671 10 Common Stock Transactions During the Year Ended December 31, 2022 During the year ended December 31, 2022, the Company issued an aggregate of 306,250 During the year ended December 31, 2022, the Company issued 400,000 WorkSimpli Software Restructuring Transaction (“WSS Restructuring”) Effective January 22, 2021 (the “WSS Effective Date”), the Company consummated the WSS Restructuring. To effect the WSS Restructuring the Company’s wholly-owned subsidiary Conversion Labs PR (now “LifeMD PR”), entered into a series of membership interest exchange agreements, pursuant to which, Conversion Labs PR exchanged that certain promissory note, dated May 8, 2019 with an outstanding balance of $ 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 In furtherance of the WSS Restructuring, Conversion Labs PR entered into a Membership Interest Purchase Agreement with WSS, (the “CVLB PR MIPA”), pursuant to which Conversion Labs PR purchased 12,000 membership interests of WSS for an aggregate purchase price of $ 300 thousand. 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. 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 WorkSimpli Software Capitalization Update On September 30, 2022, Sean Fitzpatrick and Varun Pathak exercised their options to purchase 10,300 2,100 1.00 85.58% 73.64% 500 74.06 889 1.00 74.06% 73.32% On June 30, 2023, WorkSimpli declared a cash dividend in the amount of $ 22.40 July 3, 2023 11.20 August 1, 2023 16.80 September 1, 2023 14.00 October 5, 2023 11.20 November 8, 2023 13.44 January 5, 2024 2.1 Stock Options 2020 Equity Incentive Plan (the “2020 Plan”) On January 8, 2021, the Company approved the 2020 Plan. Approval of the 2020 Plan was included as Proposal 1 in the Company’s definitive proxy statement for its Special Meeting of Stockholders filed with the Securities and Exchange Commission on December 7, 2020. The 2020 Plan is administered by the Compensation Committee of the Board and initially provided for the issuance of up to 1,500,000 150,000 On June 24, 2021, at the Annual Meeting of Stockholders, the stockholders of the Company approved an amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 3,300,000 On June 16, 2022, at the Annual Meeting of Stockholders, the stockholders of the Company approved an amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 4,950,000 61,611 The forms of award agreements to be used in connection with awards made under the 2020 Plan to the Company’s executive officers and non-employee directors are: ● Form of Non-Qualified Option Agreement (Non-Employee Director Awards) ● Form of Non-Qualified Option Agreement (Employee Awards); and ● Form of Restricted Stock Award Agreement. Previously, the Company had granted service-based stock options and performance-based stock options separate from this plan. During the year ended December 31, 2023, the Company issued an aggregate of 249,500 4 6.5 A summary of outstanding options activity under our 2020 Plan is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 2,063,500 $ 4.57 21.02 8.04 $ 9.41 Granted 169,500 2.30 13.74 3.78 6.12 Exercised - Cancelled/Forfeited/Expired (448,413 ) 3.68 13.74 7.99 7.66 Balance at December 31, 2022 1,784,587 $ 2.30 21.02 6.95 $ 9.54 Granted 109,500 1.84 7.44 3.86 3.50 Exercised (37,500 ) 2.52 2.70 2.52 Cancelled/Forfeited/Expired (1,129,698 ) 2.30 21.02 6.62 10.12 Balance at December 31, 2023 726,889 $ 1.84 13.74 4.93 $ 8.08 Exercisable at December 31, 2022 1,185,153 $ 2.30 21.02 7.64 $ 9.62 Exercisable at December 31, 2023 604,758 $ 1.84 13.74 6.23 $ 8.44 The total fair value of the options granted during the year ended December 31, 2023 was $ 324 0 4 119.16 133.67 0.82 3.96 4.5 5.3 1.2 1.2 A summary of outstanding service-based options activity (prior to the establishment of our 2020 Plan above) is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 1,658,733 $ 1.00 19.61 5.85 $ 5.45 Granted 50,000 4.12 4.01 4.12 Exercised (149,400 ) 1.00 2.00 1.23 Cancelled/Forfeited/Expired (120,000 ) 1.00 4.12 3.21 3.33 Balance at December 31, 2022 1,439,333 $ 1.00 19.61 5.63 $ 6.11 Granted 140,000 1.00 2.00 1.94 1.71 Exercised (120,000 ) 1.00 1.50 4.34 1.33 Cancelled/Forfeited/Expired (335,000 ) 1.25 19.61 3.90 14.09 Balance at December 31, 2023 1,124,333 $ 1.00 11.98 4.60 $ 3.69 Exercisable December 31, 2022 1,158,764 $ 1.00 19.61 5.63 $ 5.25 Exercisable at December 31, 2023 1,090,083 $ 1.00 11.98 4.62 $ 3.66 The total fair value of the options granted during the year ended December 31, 2023 was $ 142 0 6.5 187.76 195.58 1.21 2.26 1.7 2.1 290 120,000 74,372 5.2 A summary of outstanding performance-based options activity is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 535,000 $ 1.25 2.50 5.59 $ 1.60 Granted 150,000 4.12 3.01 4.12 Exercised - Cancelled/Forfeited/Expired (150,000 ) 4.12 3.01 4.12 Balance at December 31, 2022 535,000 $ 1.25 2.50 4.59 $ 1.60 Granted - Exercised - Cancelled/Forfeited/Expired (50,000 ) 2.00 2.00 Balance at December 31, 2023 485,000 $ 1.25 2.50 4.13 $ 1.56 Exercisable December 31, 2022 470,000 $ 1.50 2.50 4.58 $ 1.61 Exercisable at December 31, 2023 420,000 $ 1.50 2.50 4.20 $ 1.56 Total compensation expense under the above performance-based option plan was $ 0 423 2.8 RSUs and RSAs (under 2020 Plan) A summary of outstanding RSUs and RSAs activity under our 2020 Plan is as follows: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Number of Shares Balance at December 31, 2021 375,375 Granted 922,500 Vested (177,125 ) Forfeited (92,500 ) Balance at December 31, 2022 1,028,250 RSU Outstanding Number of Shares, Beginning 1,028,250 Granted 3,625,750 RSU Outstanding Number of Shares, Granted 3,625,750 Vested (674,625 ) RSU Outstanding Number of Shares, Vested (674,625 ) Cancelled/Forfeited (785,000 ) RSU Outstanding Number of Shares, Forfeited (785,000 ) Balance at December 31, 2023 3,194,375 RSU Outstanding Number of Shares, Ending 3,194,375 The total fair value of the 3,625,750 14.4 5.4 2.6 5.5 674,625 666,000 RSUs (outside of 2020 Plan) A summary of outstanding RSUs and RSAs activity (outside of our 2020 Plan) is as follows: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSU Outstanding Number of Shares Balance at December 31, 2021 600,000 Granted 260,000 Vested (145,000 ) Balance at December 31, 2022 715,000 RSU Outstanding Number of Shares, Beginning 715,000 Granted 725,000 RSU Outstanding Number of Shares, Granted 725,000 Vested (390,000 ) RSU Outstanding Number of Shares, Vested (390,000 ) Cancelled/Forfeited (500,000 ) RSU Outstanding Number of Shares, Cancelled/Forfeited/Expired (500,000 ) Balance at December 31, 2023 550,000 RSU Outstanding Number of Shares, Ending 550,000 The total fair value of the 725,000 2.0 885 1.6 1.2 390,000 312,500 Warrants A summary of outstanding and exercisable warrant activity is as follows: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 3,888,438 $ 1.40 12.00 5.85 $ 5.59 Granted - Exercised (22,000 ) 1.75 1.75 Cancelled/Forfeited/Expired (6,800 ) 2.00 2.00 Balance at December 31, 2022 3,859,638 $ 1.40 12.00 4.89 $ 5.60 Granted 967,742 1.24 4.22 1.24 Exercised (96,773 ) 1.24 4.22 1.24 Cancelled/Forfeited/Expired - Balance at December 31, 2023 4,730,607 $ 1.24 12.00 3.95 $ 4.81 Exercisable December 31, 2022 3,836,993 $ 1.40 12.00 4.88 $ 5.63 Exercisable December 31, 2023 4,730,607 $ 1.24 12.00 3.95 $ 4.80 The total fair value of the warrants granted during the year ended December 31, 2023, was $ 895 0 4 122.6 3.73 96,773 79,330 Total compensation expense for warrants granted prior to the year ended December 31, 2023 was $ 18 1.6 no 18.4 Stock-based Compensation During the year ended December 31, 2023, 1,010,000 1,022,000 2,388,750 The total stock-based compensation expense related to common stock issued for services, service-based stock options, performance-based stock options, warrants, RSUs and RSAs amounted to $ 12.5 13.7 8.2 |
LEASES
LEASES | 12 Months Ended |
Dec. 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 two office spaces in Puerto Rico for which the leases expire in 2024. The following is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of December 31, 2023: SCHEDULE OF OPERATING RIGHT OF USE OF ASSETS Operating right-of-use assets $ 594,897 Operating lease liabilities - current $ 603,180 Operating lease liabilities - noncurrent $ 73,849 Total accumulated amortization of the Company’s operating right-of-use assets was $ 2.1 The table below reconciles the undiscounted future minimum lease payments under the above noted operating leases to the total operating lease liabilities recognized on the consolidated balance sheet as of December 31, 2023: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Fiscal year 2024 $ 628,813 Fiscal year 2025 68,850 Less: imputed interest (20,634 ) Present value of operating lease liabilities $ 677,029 Operating lease expenses were $ 861 871 Other information related to operating lease liabilities consisted of the following: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES Year Ended December 31, 2023 2022 Cash paid for operating lease liabilities $ 897,883 $ 773,952 Weighted average remaining lease term in years 2.18 2.82 Weighted average discount rate 7.17 % 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 | 12 Months Ended |
Dec. 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 5 138 138 0 During 2018, the Company entered into a license agreement (the “Alphabet Agreement”) with M.ALPHABET, LLC (“Alphabet”), pursuant to which Alphabet agreed to license its PURPUREX business which consists of methods and compositions developed by Alphabet for the treatment of purpura, bruising, post-procedural bruising, and traumatic bruising (the “Product Line”). Pursuant to the license granted under the Alphabet Agreement, Conversion Labs PR obtains an exclusive license to incorporate (i) any intellectual property rights related to the Product Line and (ii) all designs, drawings, formulas, chemical compositions and specifications used or useable in the Product Line into one or more products manufactured, sold, and/or distributed by Alphabet for the treatment of purpura, bruising, post-procedural bruising and traumatic bruising and for all other fields of use or purposes (the “Licensed Product(s)”), and to make, have made, advertise, promote, The Company shall pay Alphabet a royalty equal to 13% of Gross Receipts (as defined in the Agreement) realized from the sales of Licensed Products. No amounts were earned or owed as of December 31, 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 December 31, 2023, the Company approximates its implicit purchase commitments to be approximately $ 63 Legal Matters In the normal course of business operations, the Company may become involved in various legal matters. As of December 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 an adverse effect on the Company’s consolidated financial position. On December 10, 2021, a purported breach of contract, breach of duty of good faith and fair dealing, unjust enrichment, quantum meruit, and fraud lawsuit, captioned Harborside Advisors LLC v. LifeMD, Inc. 1 i.e 200,000 5-for-1 reverse stock split 10 1 i.e 200,000 5-for-1 reverse stock split 5 5 i.e. 1,000,000 5-for-1 reverse stock split 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 5.32 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 held 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 certain discovery and ordered the Company to conduct certain additional searches for documents and to produce responsive documents by April 26, 2023, which the Company did in compliance with the order. A further case management conference was held on May 17, 2023. In June 2023, the parties attended a mediation resulting in a settlement that fully resolved the matters in this case. The costs of this settlement are reflected in the Company’s financial results. On September 5, 2023, the Internal Revenue Service (the “IRS”) issued a notice of deficiency to the Company in which the IRS asserted an income tax deficiency of approximately $ 1.9 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Working Capital Loan In January and February 2023, the Company received proceeds of $ 2 2.5 December 15, 2023 12 2 325 0 WorkSimpli Software During the years ended December 31, 2023 and 2022, the Company utilized CloudBoson Technologies Pvt. Ltd. (“CloudBoson”), formerly LegalSubmit Pvt. Ltd., a company owned by WorkSimpli’s Chief Software Engineer, to provide software development services. The Company paid CloudBoson a total of $ 2.5 1.5 226 no Director Consulting Agreements On May 30, 2023, Will Febbo, a member of the Board of the Company, entered into a consulting services agreement with the Company, pursuant to which he provides certain investor relations and strategic business development services, in consideration for 375,000 62,500 On June 14, 2023, Robert Jindal, a member of the Board of the Company, entered into a consulting services agreement with the Company, pursuant to which Mr. Jindal provides certain investor relations and strategic business development services, in consideration for 225,000 112,50 On June 14, 2023, Naveen Bhatia, a member of the Board of the Company, entered into a consulting services agreement with the Company, pursuant to which Mr. Bhatia provides certain investor relations and strategic business development services, in consideration for 225,000 112,500 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES As of December 31, 2023, the Company has approximately $ 100.8 The valuation allowance overall increased by approximately $ 5.4 11.8 The income tax provision charged to continuing operations for the years ended December 31, 2023 and 2022 was as follows: SCHEDULE OF INCOME TAX PROVISION CHARGES December 31, 2023 2022 Current: U.S. federal $ - $ - State and local 111,000 6,700 Foreign 317,000 - Total 428,000 6,700 Deferred: U.S. federal 1,470,000 1,719,000 State and local (1,470,000 ) (1,365,000 ) Foreign - - Total - 354,000 Provision for income taxes $ 428,000 $ 360,700 The provision for income taxes differs from the expected amount of income tax expense (benefit) determined by applying a combined U.S. federal and state (Puerto Rico) income tax rate of 25% to pretax income (loss) for the years ended December 31, 2023 and 2022 as follows: SCHEDULE OF PROVISION DIFFERS FROM THE AMOUNT OF INCOME TAX December 31, 2023 2022 Computed “expected” tax expense (benefit) $ (1,951,000 ) $ (9,474,000 ) Increase (decrease) in income taxes resulting from: State taxes (440,000 ) (714,000 ) Permanent differences 71,000 730,000 Apportionment of Puerto Rico income (133,000 ) (108,000 ) Nondeductible expenses - - GILTI, net of 250 deduction 1,855,000 - Dividends received deduction (1,224,000 ) - Change in valuation allowance 4,327,000 9,973,000 Rate differential (2,125,000 ) - Other 48,000 (46,300 ) Provision for income taxes $ 428,000 $ 360,700 Net deferred tax liabilities consist of the following components as of December 31, 2023 and 2022: SCHEDULE OF NET DEFERRED TAX LIABILITIES 2023 2022 December 31, 2023 2022 Deferred tax liability: Other $ - $ - Deferred tax liability, Total - - Deferred tax assets: Stock-based compensation 15,100,000 11,646,000 Sec 174 – software development 298,000 142,000 Temporary differences 2,465,000 2,389,000 Net operating loss carryforwards 23,057,000 21,382,000 Deferred tax assets, Gross 40,920,000 35,559,000 Less valuation allowance (40,920,000 ) (35,559,000 ) Deferred tax assets, Net $ - $ - |
SEGMENT DATA
SEGMENT DATA | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 13 – SEGMENT DATA Our portfolio of brands are included within two SCHEDULE OF RELEVANT SEGMENT DATA Year Ended December 31, 2023 2022 Telehealth Revenue $ 98,152,919 $ 82,649,845 Gross margin 82.2 % 78.4 % Operating loss $ 25,261,021 $ 45,918,588 Total assets $ 48,126,006 $ 18,163,464 WorkSimpli Revenue $ 54,394,087 $ 36,383,675 Gross margin 97.4 % 97.7 % Operating income $ (10,771,748 ) $ (2,470,807 ) Total assets $ 10,354,703 $ 7,502,389 Consolidated Revenue $ 152,547,006 $ 119,033,520 Gross margin 87.06 % 84.3 % Operating loss $ 14,489,273 $ 43,447,781 Total assets $ 58,480,709 $ 25,665,853 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these consolidated financial statements were issued and has identified the following: Stock Issued for Service In January 2024, the Company issued 737,125 3.3 Stock Issued for Noncontingent Consideration Payment On January 16, 2024, the Company issued 95,821 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, Consolidation The consolidated financial statements include the accounts of the Company, Cleared, its majority owned subsidiary, WorkSimpli, and LifeMD PC, the Company’s affiliated, variable interest entity in which we hold a controlling financial interest. During the year ended December 31, 2021, the Company purchased an additional 34.6 85.6 73.64 500 74.06 73.32 All significant intercompany transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. As of December 31, 2023 and 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. We have never experienced any losses related to these balances. |
Variable Interest Entities | Variable Interest Entities In accordance with ASC 810, Consolidation The Company determined that the LifeMD PC entity, the Company’s affiliated network of medical Professional Corporations and medical Professional Associations administratively led by LifeMD Southern Patient Medical Care, P.C., is a VIE and subject to consolidation. LifeMD PC and the Company do not have any stockholders in common. LifeMD PC is owned by licensed physicians, and the Company maintains a managed service agreement with LifeMD PC whereby we provide all non-clinical services to LifeMD PC. The Company determined that it is the primary beneficiary of LifeMD PC and must consolidate, as we have both the power to direct the activities of LifeMD PC that most significantly impact the economic performance of the entity and we have the obligation to absorb the losses. As a result, the Company presents the financial position, results of operations, and cash flows of LifeMD PC as part of the consolidated financial statements of the Company. There is no non-controlling interest upon consolidation of LifeMD PC. Total revenue for LifeMD PC was approximately $ 4.3 499 1.2 5.8 |
Use of Estimates | Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include returns and allowances, stockholders’ equity-based transactions, the capitalization and impairment of capitalized software and impairment of other long-lived assets, estimates to cash flow projections, and liquidity assessment. Actual results could differ from those estimates. |
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 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 product revenues approximated $ 2.1 5.2 For its LifeMD PC contracts with customers, the Company offers one-time and subscription-based access to the Company’s telehealth platform. The Company offers monthly and yearly subscriptions dependent upon the subscriber’s enrollment selection. The Company has estimated that there is one product and one performance obligation that is delivered over time, as the Company allows the subscriber to access the telehealth platform for the time period of the subscription purchased. The Company records the revenue over the customer’s subscription period for monthly and yearly subscribers. 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 3.3 2.5 As noted above, on December 11, 2023, the Company entered into the Medifast Collaboration. Pursuant to certain agreements between the parties, Medifast agreed to pay to the Company the amount of $ 10 5 2.5 The Company determined the transaction price totaled $ 10 5 10 5 For the years ended December 31, 2023 and 2022, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Year Ended December 31, 2023 % 2022 % Telehealth revenue (excluding collaboration revenue) $ 93,152,919 61 % $ 82,649,845 69 % WorkSimpli revenue 54,394,087 36 % 36,383,675 31 % Medifast collaboration revenue 5,000,000 3 % - - % Total net revenue $ 152,547,006 100 % $ 119,033,520 100 % |
Deferred Revenues | Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. As of December 31, 2023 and 2022, the Company has accrued contract liabilities, as deferred revenue, of approximately $ 8.8 5.5 4.2 0 2.1 3.0 2.5 2.5 Deferred revenue increased by $ 3.3 8.8 5.5 4.8 The Company expects to recognize $ 8.8 SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY 2023 2022 Year Ended December 31, 2023 2022 Beginning of period $ 5,547,506 $ 1,499,880 Additions 58,319,435 37,410,617 Revenue recognized (55,038,343 ) (33,362,991 ) End of period $ 8,828,598 $ 5,547,506 |
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 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 consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded in the balance sheet. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable principally consist of amounts due from third-party merchant processors, who process our subscription revenues; the merchant accounts balance receivable represents the charges processed by the merchants that have not yet been deposited with the Company. The unsettled merchant receivable amount normally represents processed sale transactions from the final one to three days of the month, with collections being made by the Company within the first week of the following month. Management determines the need, if any, for an allowance for future credits to be granted to customers, by regularly evaluating aggregate customer refund activity, coupled with the consideration and current economic conditions in its evaluation of an allowance for future refunds and chargebacks. As of December 31, 2023 and 2022, the reserve for sales returns and allowances was approximately $ 528 815 |
Inventory | Inventory As of December 31, 2023 and 2022, inventory primarily consisted of finished goods, raw materials and packaging related to the Company’s OTC products included in the telehealth revenue section of the table above. Inventory is maintained at the Company’s third-party warehouse location in Wyoming and at various Amazon fulfillment centers. The Company also maintains inventory at a company owned warehouse in Pennsylvania. Inventory is valued at the lower of cost or net realizable value with cost determined on an average cost basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to net realizable, if lower. As of December 31, 2023 and 2022, the Company recorded an inventory reserve in the amount of $ 356 161 As of December 31, 2023 and 2022, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY 2023 2022 December 31, 2023 2022 Finished Goods - Products $ 1,898,784 $ 2,587,370 Raw materials and packaging components 1,216,833 1,276,891 Inventory reserve (355,685 ) (160,898 ) Total Inventory - net $ 2,759,932 $ 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 33 486 127 63 |
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 11.8 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 million was recognized in conjunction with the Cleared acquisition during the year ended December 31, 2022. The Company recorded an $ 8.0 million goodwill impairment charge during the year ended December 31, 2022 related to a decline in the estimated fair value of Cleared as a result of a decline in the Cleared financial projections (see Note 3). Other intangible assets are comprised of: (1) the ResumeBuild brand, (2) a customer relationship asset, (3) the Cleared trade name, (4) Cleared developed technology, (5) a purchased license and (6) two purchased domain names. 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 December 31, 2023 and 2022, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. |
Paycheck Protection Program | Paycheck Protection Program During the year ended December 31, 2020, the Company received aggregate loan proceeds in the amount of approximately $ 249 1 During the year ended December 31, 2022, the Company had a total of $ 63 |
Income Taxes | Income Taxes The Company files corporate federal, state, and local tax returns. WorkSimpli files a tax return in Puerto Rico; WorkSimpli is a limited liability company and files tax returns with any tax liabilities or benefits passing through to its members. The Company records current and deferred taxes in accordance with ASC 740 , Accounting for Income Taxes i.e. |
Stock-Based Compensation | Stock-Based Compensation The Company follows the provisions of ASC 718, Share-Based Payment |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share (“EPS”) is based on the weighted average number of shares outstanding during each period presented. Shares of unissued vested restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) are included in our calculation of basic weighted average shares outstanding. 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 Year Ended December 31, 2023 2022 Series B Preferred Stock - 1,404,868 RSUs and RSAs 3,556,375 1,743,250 Stock options 2,336,222 3,758,920 Warrants 4,730,607 3,859,638 Convertible long-term debt 671,141 - Potentially dilutive securities 11,294,345 10,766,676 |
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 December 31, 2023, we utilized three (3) suppliers for fulfillment services, nine (9) suppliers for manufacturing finished goods, seven (7) suppliers for packaging, bottling, and labeling, and five (5) suppliers for prescription medications. As of December 31, 2022, we utilized four (4) suppliers for fulfillment services, six (6) suppliers for manufacturing finished goods, five (5) suppliers for packaging, bottling, and labeling, and three (3) suppliers for prescription medications. |
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 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures All other accounting standards updates that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DISAGGREGATED REVENUE | For the years ended December 31, 2023 and 2022, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Year Ended December 31, 2023 % 2022 % Telehealth revenue (excluding collaboration revenue) $ 93,152,919 61 % $ 82,649,845 69 % WorkSimpli revenue 54,394,087 36 % 36,383,675 31 % Medifast collaboration revenue 5,000,000 3 % - - % Total net revenue $ 152,547,006 100 % $ 119,033,520 100 % |
SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY | The Company expects to recognize $ 8.8 SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY 2023 2022 Year Ended December 31, 2023 2022 Beginning of period $ 5,547,506 $ 1,499,880 Additions 58,319,435 37,410,617 Revenue recognized (55,038,343 ) (33,362,991 ) End of period $ 8,828,598 $ 5,547,506 |
SUMMARY OF INVENTORY | As of December 31, 2023 and 2022, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY 2023 2022 December 31, 2023 2022 Finished Goods - Products $ 1,898,784 $ 2,587,370 Raw materials and packaging components 1,216,833 1,276,891 Inventory reserve (355,685 ) (160,898 ) Total Inventory - net $ 2,759,932 $ 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 Year Ended December 31, 2023 2022 Series B Preferred Stock - 1,404,868 RSUs and RSAs 3,556,375 1,743,250 Stock options 2,336,222 3,758,920 Warrants 4,730,607 3,859,638 Convertible long-term debt 671,141 - Potentially dilutive securities 11,294,345 10,766,676 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 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) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | As of December 31, 2023 and 2022, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS 2023 2022 Life December 31, Amortizable 2023 2022 Life Amortizable Intangible Assets: ResumeBuild brand $ 4,500,000 $ 4,500,000 5 Customer relationship asset 1,006,840 1,006,840 3 Cleared trade name 133,339 133,339 5 Cleared developed technology 12,920 12,920 1 Purchased licenses 200,000 200,000 10 Website domain names 171,599 22,731 3 Amortizable intangible assets 171,599 22,731 3 years Less: accumulated amortization (3,015,435 ) (2,043,971 ) Total net amortizable intangible assets $ 3,009,263 $ 3,831,859 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | As of December 31, 2023 and 2022, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCRUED EXPENSES 2023 2022 December 31, 2023 2022 Accrued selling and marketing expenses $ 5,198,123 $ 3,508,883 Accrued compensation 3,003,007 576,027 Sales tax payable 2,501,035 2,501,035 Accrued dividends payable 776,563 776,563 Purchase price payable 641,042 2,463,002 Accrued interest - 448,718 Other accrued expenses 1,817,724 1,892,281 Total accrued expenses $ 13,937,494 $ 12,166,509 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE | A summary of outstanding and exercisable warrant activity is as follows: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 3,888,438 $ 1.40 12.00 5.85 $ 5.59 Granted - Exercised (22,000 ) 1.75 1.75 Cancelled/Forfeited/Expired (6,800 ) 2.00 2.00 Balance at December 31, 2022 3,859,638 $ 1.40 12.00 4.89 $ 5.60 Granted 967,742 1.24 4.22 1.24 Exercised (96,773 ) 1.24 4.22 1.24 Cancelled/Forfeited/Expired - Balance at December 31, 2023 4,730,607 $ 1.24 12.00 3.95 $ 4.81 Exercisable December 31, 2022 3,836,993 $ 1.40 12.00 4.88 $ 5.63 Exercisable December 31, 2023 4,730,607 $ 1.24 12.00 3.95 $ 4.80 |
Service-Based Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | A summary of outstanding service-based options activity (prior to the establishment of our 2020 Plan above) is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 1,658,733 $ 1.00 19.61 5.85 $ 5.45 Granted 50,000 4.12 4.01 4.12 Exercised (149,400 ) 1.00 2.00 1.23 Cancelled/Forfeited/Expired (120,000 ) 1.00 4.12 3.21 3.33 Balance at December 31, 2022 1,439,333 $ 1.00 19.61 5.63 $ 6.11 Granted 140,000 1.00 2.00 1.94 1.71 Exercised (120,000 ) 1.00 1.50 4.34 1.33 Cancelled/Forfeited/Expired (335,000 ) 1.25 19.61 3.90 14.09 Balance at December 31, 2023 1,124,333 $ 1.00 11.98 4.60 $ 3.69 Exercisable December 31, 2022 1,158,764 $ 1.00 19.61 5.63 $ 5.25 Exercisable at December 31, 2023 1,090,083 $ 1.00 11.98 4.62 $ 3.66 |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | A summary of outstanding performance-based options activity is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 535,000 $ 1.25 2.50 5.59 $ 1.60 Granted 150,000 4.12 3.01 4.12 Exercised - Cancelled/Forfeited/Expired (150,000 ) 4.12 3.01 4.12 Balance at December 31, 2022 535,000 $ 1.25 2.50 4.59 $ 1.60 Granted - Exercised - Cancelled/Forfeited/Expired (50,000 ) 2.00 2.00 Balance at December 31, 2023 485,000 $ 1.25 2.50 4.13 $ 1.56 Exercisable December 31, 2022 470,000 $ 1.50 2.50 4.58 $ 1.61 Exercisable at December 31, 2023 420,000 $ 1.50 2.50 4.20 $ 1.56 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE | A summary of outstanding RSUs and RSAs activity (outside of our 2020 Plan) is as follows: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSU Outstanding Number of Shares Balance at December 31, 2021 600,000 Granted 260,000 Vested (145,000 ) Balance at December 31, 2022 715,000 RSU Outstanding Number of Shares, Beginning 715,000 Granted 725,000 RSU Outstanding Number of Shares, Granted 725,000 Vested (390,000 ) RSU Outstanding Number of Shares, Vested (390,000 ) Cancelled/Forfeited (500,000 ) RSU Outstanding Number of Shares, Cancelled/Forfeited/Expired (500,000 ) Balance at December 31, 2023 550,000 RSU Outstanding Number of Shares, Ending 550,000 |
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 | A summary of outstanding RSUs and RSAs activity under our 2020 Plan is as follows: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Number of Shares Balance at December 31, 2021 375,375 Granted 922,500 Vested (177,125 ) Forfeited (92,500 ) Balance at December 31, 2022 1,028,250 RSU Outstanding Number of Shares, Beginning 1,028,250 Granted 3,625,750 RSU Outstanding Number of Shares, Granted 3,625,750 Vested (674,625 ) RSU Outstanding Number of Shares, Vested (674,625 ) Cancelled/Forfeited (785,000 ) RSU Outstanding Number of Shares, Forfeited (785,000 ) Balance at December 31, 2023 3,194,375 RSU Outstanding Number of Shares, Ending 3,194,375 |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | A summary of outstanding options activity under our 2020 Plan is as follows: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 2,063,500 $ 4.57 21.02 8.04 $ 9.41 Granted 169,500 2.30 13.74 3.78 6.12 Exercised - Cancelled/Forfeited/Expired (448,413 ) 3.68 13.74 7.99 7.66 Balance at December 31, 2022 1,784,587 $ 2.30 21.02 6.95 $ 9.54 Granted 109,500 1.84 7.44 3.86 3.50 Exercised (37,500 ) 2.52 2.70 2.52 Cancelled/Forfeited/Expired (1,129,698 ) 2.30 21.02 6.62 10.12 Balance at December 31, 2023 726,889 $ 1.84 13.74 4.93 $ 8.08 Exercisable at December 31, 2022 1,185,153 $ 2.30 21.02 7.64 $ 9.62 Exercisable at December 31, 2023 604,758 $ 1.84 13.74 6.23 $ 8.44 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF OPERATING RIGHT OF USE OF ASSETS | The following is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of December 31, 2023: SCHEDULE OF OPERATING RIGHT OF USE OF ASSETS Operating right-of-use assets $ 594,897 Operating lease liabilities - current $ 603,180 Operating lease liabilities - noncurrent $ 73,849 |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES | The table below reconciles the undiscounted future minimum lease payments under the above noted operating leases to the total operating lease liabilities recognized on the consolidated balance sheet as of December 31, 2023: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Fiscal year 2024 $ 628,813 Fiscal year 2025 68,850 Less: imputed interest (20,634 ) Present value of operating lease liabilities $ 677,029 |
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES | Other information related to operating lease liabilities consisted of the following: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES Year Ended December 31, 2023 2022 Cash paid for operating lease liabilities $ 897,883 $ 773,952 Weighted average remaining lease term in years 2.18 2.82 Weighted average discount rate 7.17 % 7.15 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION CHARGES | The income tax provision charged to continuing operations for the years ended December 31, 2023 and 2022 was as follows: SCHEDULE OF INCOME TAX PROVISION CHARGES December 31, 2023 2022 Current: U.S. federal $ - $ - State and local 111,000 6,700 Foreign 317,000 - Total 428,000 6,700 Deferred: U.S. federal 1,470,000 1,719,000 State and local (1,470,000 ) (1,365,000 ) Foreign - - Total - 354,000 Provision for income taxes $ 428,000 $ 360,700 |
SCHEDULE OF PROVISION DIFFERS FROM THE AMOUNT OF INCOME TAX | The provision for income taxes differs from the expected amount of income tax expense (benefit) determined by applying a combined U.S. federal and state (Puerto Rico) income tax rate of 25% to pretax income (loss) for the years ended December 31, 2023 and 2022 as follows: SCHEDULE OF PROVISION DIFFERS FROM THE AMOUNT OF INCOME TAX December 31, 2023 2022 Computed “expected” tax expense (benefit) $ (1,951,000 ) $ (9,474,000 ) Increase (decrease) in income taxes resulting from: State taxes (440,000 ) (714,000 ) Permanent differences 71,000 730,000 Apportionment of Puerto Rico income (133,000 ) (108,000 ) Nondeductible expenses - - GILTI, net of 250 deduction 1,855,000 - Dividends received deduction (1,224,000 ) - Change in valuation allowance 4,327,000 9,973,000 Rate differential (2,125,000 ) - Other 48,000 (46,300 ) Provision for income taxes $ 428,000 $ 360,700 |
SCHEDULE OF NET DEFERRED TAX LIABILITIES | Net deferred tax liabilities consist of the following components as of December 31, 2023 and 2022: SCHEDULE OF NET DEFERRED TAX LIABILITIES 2023 2022 December 31, 2023 2022 Deferred tax liability: Other $ - $ - Deferred tax liability, Total - - Deferred tax assets: Stock-based compensation 15,100,000 11,646,000 Sec 174 – software development 298,000 142,000 Temporary differences 2,465,000 2,389,000 Net operating loss carryforwards 23,057,000 21,382,000 Deferred tax assets, Gross 40,920,000 35,559,000 Less valuation allowance (40,920,000 ) (35,559,000 ) Deferred tax assets, Net $ - $ - |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF RELEVANT SEGMENT DATA | SCHEDULE OF RELEVANT SEGMENT DATA Year Ended December 31, 2023 2022 Telehealth Revenue $ 98,152,919 $ 82,649,845 Gross margin 82.2 % 78.4 % Operating loss $ 25,261,021 $ 45,918,588 Total assets $ 48,126,006 $ 18,163,464 WorkSimpli Revenue $ 54,394,087 $ 36,383,675 Gross margin 97.4 % 97.7 % Operating income $ (10,771,748 ) $ (2,470,807 ) Total assets $ 10,354,703 $ 7,502,389 Consolidated Revenue $ 152,547,006 $ 119,033,520 Gross margin 87.06 % 84.3 % Operating loss $ 14,489,273 $ 43,447,781 Total assets $ 58,480,709 $ 25,665,853 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Jan. 16, 2024 | Dec. 31, 2023 | Dec. 11, 2023 | Nov. 15, 2023 | Oct. 17, 2023 | Oct. 17, 2023 | Sep. 26, 2023 | Jul. 17, 2023 | Jul. 10, 2023 | Apr. 17, 2023 | Mar. 21, 2023 | Mar. 21, 2023 | Feb. 06, 2023 | Feb. 04, 2023 | Jan. 18, 2022 | Oct. 04, 2021 | Feb. 28, 2022 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 11, 2024 | Dec. 12, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | 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 | $ 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 | |||||||||||||||||||||||||||||||||
Stock issued during period shares new issues | 79,330 | 100,000 | 400,000 | |||||||||||||||||||||||||||||||
Asset acquisition closing | $ 62,500 | |||||||||||||||||||||||||||||||||
Retained Earnings (Accumulated Deficit) | $ 214,265,236 | 214,265,236 | $ 190,562,994 | |||||||||||||||||||||||||||||||
Shares issued | 306,250 | |||||||||||||||||||||||||||||||||
Proceeds | $ 55,300,000 | |||||||||||||||||||||||||||||||||
Cash | $ 26,400,000 | |||||||||||||||||||||||||||||||||
Working capital | 7,800,000 | 7,800,000 | ||||||||||||||||||||||||||||||||
Cash in hand | 33,100,000 | 33,100,000 | ||||||||||||||||||||||||||||||||
Shares and Securities [Member] | ||||||||||||||||||||||||||||||||||
Raise up funds | $ 150,000,000 | |||||||||||||||||||||||||||||||||
Avenue [Member] | ||||||||||||||||||||||||||||||||||
Warrants to purchase | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||||||||||||||||||
Warrants exercise price | $ 1.24 | $ 1.24 | ||||||||||||||||||||||||||||||||
Debt conversion amount | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||||||||||||||
Conversion price | $ 1.49 | $ 1.49 | ||||||||||||||||||||||||||||||||
Medifast Inc [Member] | ||||||||||||||||||||||||||||||||||
Payments to acquire businesses, gross | 5,000,000 | |||||||||||||||||||||||||||||||||
Collaboration amount | $ 10,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||||||
Medifast Inc [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||
Consideration to be transferred | $ 2,500,000 | $ 2,500,000 | ||||||||||||||||||||||||||||||||
Avenue Facility [Member] | ||||||||||||||||||||||||||||||||||
Credit facility | $ 2,000,000 | $ 40,000,000 | $ 40,000,000 | 2,000,000 | ||||||||||||||||||||||||||||||
Proceeds from line of credit | $ 5,000,000 | $ 15,000,000 | 15,000,000 | |||||||||||||||||||||||||||||||
Uncommitted term loans | $ 20,000,000 | |||||||||||||||||||||||||||||||||
Credit facility expire date | Oct. 01, 2026 | Oct. 01, 2026 | ||||||||||||||||||||||||||||||||
Warrants to purchase | $ 1,200,000 | |||||||||||||||||||||||||||||||||
Warrants exercise price | $ 1.24 | $ 1.24 | ||||||||||||||||||||||||||||||||
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, subject to certain adjustments as provided by the Avenue Credit Agreement, of at least $2 million. | |||||||||||||||||||||||||||||||||
Credit facility outstanding | $ 19,000,000 | |||||||||||||||||||||||||||||||||
Credit facility interest rate description | (i) the sum of 4.75% plus the Prime Rate (as defined in the Avenue Supplement) and (ii) 12.50%. Payments are interest only for up to 24 months and then fully amortized thereafter. | |||||||||||||||||||||||||||||||||
First of Five Quarterly Installment [Member] | ||||||||||||||||||||||||||||||||||
Stock issued during period shares new issues | 337,895 | |||||||||||||||||||||||||||||||||
Second of Five Quarterly Installment [Member] | ||||||||||||||||||||||||||||||||||
Stock issued during period shares new issues | 455,319 | |||||||||||||||||||||||||||||||||
Third of Five Quarterly Quarterly Installment [Member] | ||||||||||||||||||||||||||||||||||
Stock issued during period shares new issues | 95,821 | 117,583 | 117,583 | 158,129 | ||||||||||||||||||||||||||||||
Minimum [Member] | Avenue Facility [Member] | ||||||||||||||||||||||||||||||||||
Credit facility interest rate | 1% | |||||||||||||||||||||||||||||||||
Maximum [Member] | Avenue Facility [Member] | ||||||||||||||||||||||||||||||||||
Credit facility interest rate | 3% | |||||||||||||||||||||||||||||||||
First and Second Anniversaries [Member] | ||||||||||||||||||||||||||||||||||
Milestone payments | $ 1,730,000 | |||||||||||||||||||||||||||||||||
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 | 469,000 | ||||||||||||||||||||||||||||||||
Business acquisition periodic payments | $ 500,000,000 | |||||||||||||||||||||||||||||||||
Percentage of payment acquistion | 15% | |||||||||||||||||||||||||||||||||
Medifast Private Placement [Member] | ||||||||||||||||||||||||||||||||||
Shares issued | 1,224,425 | |||||||||||||||||||||||||||||||||
Shares issued per share | $ 8.1671 | |||||||||||||||||||||||||||||||||
Proceeds | $ 10,000,000 | |||||||||||||||||||||||||||||||||
ATM Sales Agreement [Member] | ||||||||||||||||||||||||||||||||||
Proceeds | 6,200,000 | |||||||||||||||||||||||||||||||||
Proceeds from sale of securities | 53,300,000 | |||||||||||||||||||||||||||||||||
2021 Shelf [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from sale of securities | $ 32,000,000 | |||||||||||||||||||||||||||||||||
LegalSimpli 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 | 73.32% | 74.06% | 73.32% | 73.32% | 73.64% | 85.60% | 85.58% | 51% | ||||||||||||||||||||||||||
Number of membership interest units redeemed | 500 | |||||||||||||||||||||||||||||||||
Conversion Labs PR LLC [Member] | Option Agreement [Member] | ||||||||||||||||||||||||||||||||||
Ownership interest | 73.32% | |||||||||||||||||||||||||||||||||
Conversion Labs PR LLC [Member] | Option Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Ownership interest | 74.06% | 85.58% | ||||||||||||||||||||||||||||||||
Conversion Labs PR LLC [Member] | Option Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Ownership interest | 73.32% | 73.64% |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total net revenue | $ 152,547,006 | $ 119,033,520 |
Total net revenue, percent | 100% | 100% |
Telehealth [Member] | ||
Total net revenue | $ 93,152,919 | $ 82,649,845 |
Total net revenue, percent | 61% | 69% |
WorkSimpli [Member] | ||
Total net revenue | $ 54,394,087 | $ 36,383,675 |
Total net revenue, percent | 36% | 31% |
Medifast Collaboration Revenue [Member] | ||
Total net revenue | $ 5,000,000 | |
Total net revenue, percent | 3% |
SCHEDULE OF CONTRACT WITH CUSTO
SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2024 | |
Deferred revenue | $ 8,800,000 | $ 5,500,000 | |
Beginning of period | 5,547,506 | 1,499,880 | |
Additions | 58,319,435 | 37,410,617 | |
Revenue recognized | (55,038,343) | (33,362,991) | |
End of period | $ 8,828,598 | $ 5,547,506 | |
Forecast [Member] | |||
Deferred revenue | $ 8,800,000 |
SUMMARY OF INVENTORY (Details)
SUMMARY OF INVENTORY (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Finished Goods - Products | $ 1,898,784 | $ 2,587,370 |
Raw materials and packaging components | 1,216,833 | 1,276,891 |
Inventory reserve | (355,685) | (160,898) |
Total Inventory - net | $ 2,759,932 | $ 3,703,363 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Potentially dilutive securities | 11,294,345 | 10,766,676 |
Restricted Stock Units (RSUs) [Member] | ||
Potentially dilutive securities | 3,556,375 | 1,743,250 |
Share-Based Payment Arrangement, Option [Member] | ||
Potentially dilutive securities | 2,336,222 | 3,758,920 |
Warrant [Member] | ||
Potentially dilutive securities | 4,730,607 | 3,859,638 |
Convertible Long Term Debt [Member] | ||
Potentially dilutive securities | 671,141 | |
Series B Convertible Preferred Stock [Member] | ||
Potentially dilutive securities | 1,404,868 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 12, 2023 | Dec. 11, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 22, 2021 | Jun. 30, 2018 | |
Product Information [Line Items] | |||||||||||||
Net loss | $ (20,595,992) | $ (45,535,659) | |||||||||||
Subscription price per share | $ 1.95 | ||||||||||||
Deferred revenue | $ 8,800,000 | 5,500,000 | |||||||||||
Increase in deferred revenue | 3,300,000 | ||||||||||||
Deferred revenue | 4,800,000 | ||||||||||||
Sales returns and allowances | 528,000 | 815,000 | |||||||||||
Inventory reserve | 355,685 | 160,898 | |||||||||||
Deposits assets, current | 485,850 | 127,265 | |||||||||||
Purchase obligation | 63,000 | ||||||||||||
Capitalized software costs | 11,800,000 | 8,800,000 | |||||||||||
Goodwill | 8,000,000 | ||||||||||||
Goodwill impairment loss | 8,000,000 | ||||||||||||
Accumulated amortization | 3,015,435 | 2,043,971 | |||||||||||
Principal of paycheck protection loans forgiven | 63,400 | ||||||||||||
Paycheck Protection Program Loan [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Proceeds from aggregate loan received | $ 249,000 | ||||||||||||
Interest rate on loan | 1% | ||||||||||||
Cleared Customer Relationships [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Goodwill impairment loss | 827,000 | ||||||||||||
Finite lived intangible assets | 919,000 | ||||||||||||
Accumulated amortization | 92,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Percentage of interest-bearing domestic deposits | 10% | ||||||||||||
Maximum [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Percentage of interest-bearing domestic deposits | 33% | ||||||||||||
Product [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Customer discounts and allowance | $ 2,100,000 | 5,200,000 | |||||||||||
Software Revenue [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Customer discounts and allowance | 3,300,000 | 2,500,000 | |||||||||||
TeleHealth in Process [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Accrued contract liabilities | 4,200,000 | 0 | |||||||||||
Accrued contract liabilities | 2,100,000 | 3,000,000 | |||||||||||
WorkSimpli in Process [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Accrued contract liabilities | 2,500,000 | 2,500,000 | |||||||||||
LifeMD PC [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Revenues | 4,300,000 | 499,000 | |||||||||||
Net loss | 1,200,000 | $ 5,800,000 | |||||||||||
Medifast Inc [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Transaction amount | $ 5,000,000 | $ 10,000,000 | |||||||||||
Transaction amount collected | $ 5,000,000 | ||||||||||||
Medifast Inc [Member] | Subsequent Event [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Consideration to be transferred | $ 2,500,000 | $ 2,500,000 | |||||||||||
WorkSimpli Software LLC [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Ownership Interest | 74.06% | 73.32% | 73.32% | 73.64% | 85.60% | 85.58% | 51% | ||||||
Number of membership interest units redeemed | 500 | ||||||||||||
WorkSimpli Software LLC [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Non-controlling interest rate | 34.60% |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 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 | 12 Months Ended | |||||||||||
Jan. 16, 2024 | Nov. 15, 2023 | Oct. 17, 2023 | Oct. 17, 2023 | Jul. 17, 2023 | Jul. 10, 2023 | Apr. 17, 2023 | Feb. 06, 2023 | Feb. 04, 2023 | Jan. 18, 2022 | Feb. 28, 2022 | Dec. 31, 2023 | 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 | 79,330 | 100,000 | 400,000 | ||||||||||
Reduction of contingent consideration | $ 5,100,000 | ||||||||||||
Goodwill, impairment loss | $ 8,000,000 | ||||||||||||
Acquisition closing | $ 62,500 | ||||||||||||
ResumeBuild [Member] | |||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Asset acquisition, price of acquisition, expected | 4,500,000 | ||||||||||||
Other Intangible Assets [Member] | |||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and intangible asset impairment charges | ||||||||||||
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] | |||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Stock issued during period shares new issues | 455,319 | ||||||||||||
Third of Five Quarterly Quarterly Installment [Member] | |||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Stock issued during period shares new issues | 95,821 | 117,583 | 117,583 | 158,129 | |||||||||
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 | $ 469,000 | |||||||||||
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 ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (3,015,435) | $ (2,043,971) |
Total net amortizable intangible assets | 3,009,263 | 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 | $ 171,599 | $ 22,731 |
Amortizable Life | 3 years |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 8,000,000 | |
Impairment loss | 8,000,000 | |
Intangible assets, accumulated amortization | $ 3,015,435 | 2,043,971 |
Amortization | 971,464 | 926,542 |
2024 Through 2025 [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization | 980,000 | |
2024 Through 2026 [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization | 940,000 | |
2027 [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization | 112,000 | |
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 | |
Cleared Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 0 | $ 0 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued selling and marketing expenses | $ 5,198,123 | $ 3,508,883 |
Accrued compensation | 3,003,007 | 576,027 |
Sales tax payable | 2,501,035 | 2,501,035 |
Accrued dividends payable | 776,563 | 776,563 |
Purchase price payable | 641,042 | 2,463,002 |
Accrued interest | 448,718 | |
Other accrued expenses | 1,817,724 | 1,892,281 |
Total accrued expenses | $ 13,937,494 | $ 12,166,509 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 21, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Nov. 30, 2022 | Oct. 31, 2022 | Jun. 30, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Interest expense | $ 2,596,586 | $ 1,275,946 | ||||||
Notes payable | 217,000,000 | 0 | ||||||
Gain (Loss) on debt settlement | (325,198) | 63,400 | ||||||
Ten Month Financing Agreement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Loan origination fees | 13,000 | |||||||
CRG Financial [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from short term loan | $ 2,000,000 | $ 2,000,000 | ||||||
Notes payable | 0 | 0 | ||||||
Total loan facility | $ 2,500,000 | $ 2,500,000 | ||||||
Maturity date | Dec. 15, 2023 | Dec. 15, 2023 | ||||||
Loan facility interest | 12% | 12% | ||||||
Repayments of long term debt | $ 2,000,000 | |||||||
Gain (Loss) on debt settlement | $ 325,000 | |||||||
Prepaid insurance | 348,000 | |||||||
Working Capital Loan [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest expense | 256,000 | 653,000 | ||||||
Working Capital Loan [Member] | Amazon [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from short term loan | $ 976,000 | |||||||
Interest expense | $ 62,000 | |||||||
Notes payable | 111,000 | 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 | $ 0 | 1,821,000 | ||||||
Loan origination fees | $ 60,000 | |||||||
Paycheck Protection Program Loan [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Gain (Loss) on debt settlement | $ 63,000 | |||||||
Debt instrument, face amount | $ 249,000 | |||||||
Debt instrument, interest rate | 1% | |||||||
Maturity term | 5 years | |||||||
Debt instrument, description | The proceeds of the PPP Loan must be used for payroll costs, lease payments on agreements entered into before February 15, 2020 and utility payments under lease agreements entered into before February 1, 2020. At least 60% of the proceeds must be used for payroll costs and certain other expenses and no more than 40% may be used on non-payroll expenses. |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Dec. 31, 2023 | Nov. 15, 2023 | Sep. 26, 2023 | Jul. 10, 2023 | Mar. 21, 2023 | Mar. 21, 2023 | Aug. 27, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||||||||
Amortization of debt discount premium | $ 333,939 | ||||||||
Common stock issued | 38,358,641 | 38,358,641 | 31,552,775 | ||||||
Issuance of shares | 79,330 | 100,000 | 400,000 | ||||||
Series B Preferred Stock [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Issuance of shares | 40,000 | ||||||||
Minimum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Prepayment penalty percentage | 1% | ||||||||
Minimum [Member] | Series B Preferred Stock [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Issuance of shares | 40,000 | ||||||||
Maximum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Prepayment penalty percentage | 3% | ||||||||
Avenue [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Warrant to purchase stock | $ 1,200,000 | $ 1,200,000 | |||||||
Exercise price | $ 1.24 | $ 1.24 | |||||||
Fair value of warrants | $ 873,000 | ||||||||
Debt conversion amount | $ 2,000,000 | $ 2,000,000 | |||||||
Conversion price per share | $ 1.49 | $ 1.49 | |||||||
Avenue Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility | $ 2,000,000 | $ 40,000,000 | $ 40,000,000 | $ 2,000,000 | |||||
Line of credit | $ 5,000,000 | $ 15,000,000 | 15,000,000 | ||||||
Line of credit | 20,000,000 | ||||||||
Warrant to purchase stock | $ 1,200,000 | ||||||||
Exercise price | $ 1.24 | $ 1.24 | |||||||
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 $1.4 million will be amortized over a forty-two-month period. | ||||||||
Proceeds from Issuance of Debt | 15,000,000 | ||||||||
Proceeds from issuance costs | 12,300,000 | ||||||||
Repayments of Long-Term Debt | $ 2,000,000 | ||||||||
Line of Credit Facility, Expiration Date | Oct. 01, 2026 | 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%. At December 31, 2023, the interest rate was 13.25%. Payments are interest only until November 2024. | ||||||||
Debt instrument, face amount | $ 19,000,000 | $ 1,000,000 | $ 19,000,000 | ||||||
Common stock issued | 672,042 | ||||||||
Exercise of warrants | 96,773 | ||||||||
Interest expense, debt | $ 2 | $ 0 | |||||||
Avenue Facility [Member] | Series B Preferred Stock [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Liqudation value | $ 5,000,000 | $ 5,000,000 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options Outstanding Number of Shares, Exercised | $ 94,500 | $ 90,400 | |
Options Outstanding Number of Shares Exercised | (37,500) | (90,400) | |
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 | 1,658,733 | |
Options Outstanding Weighted Average Remaining Contractual Life, Ending | 4 years 7 months 6 days | 5 years 7 months 17 days | |
Weighted Average Exercise Price per Share Beginning | $ 6.11 | $ 5.45 | |
Options Outstanding Number of Shares Granted | 140,000 | 50,000 | |
Exercise Price per Share Granted | $ 4.12 | ||
Weighted Average Remaining Contractual Life Granted | 1 year 11 months 8 days | 4 years 3 days | |
Weighted Average Exercise Price per Share Granted | $ 1.71 | $ 4.12 | |
Options Outstanding Number of Shares Cancelled/Forfeited/Expired | (335,000) | (120,000) | |
Weighted Average Exercise Price per Share Cancelled/Forfeited/Expired | $ 14.09 | $ 3.33 | |
Weighted Average Remaining Contractual Life, Exercised | 4 years 4 months 2 days | ||
Weighted Average Exercise Price per Share Ending | $ 3.69 | $ 6.11 | $ 5.45 |
Options Outstanding Number of Shares Exercisable Ending | 1,090,083 | 1,158,764 | |
Weighted Average Remaining Contractual Life Ending | 4 years 7 months 13 days | 5 years 7 months 17 days | |
Weighted Average Exercise Price per Share Exercisable Ending | $ 3.66 | $ 5.25 | |
Weighted Average Remaining Contractual Life Ending | 5 years 10 months 6 days | ||
Options Outstanding Number of Shares, Exercised | $ (120,000) | $ (149,400) | |
Options Outstanding Weighted Average Exercise Price Per Share, Exercised | $ 1.33 | $ 1.23 | |
Weighted Average Remaining Contractual Life Cancelled/Forfeited/Expired | 3 years 10 months 24 days | 3 years 2 months 15 days | |
Options Outstanding Number of Shares Ending | 1,124,333 | 1,439,333 | 1,658,733 |
Performance Shares [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options Outstanding Number of Shares Beginning | 535,000 | 535,000 | |
Weighted Average Exercise Price per Share Beginning | $ 1.60 | $ 1.60 | |
Options Outstanding Number of Shares Granted | 150,000 | ||
Exercise Price per Share Granted | $ 4.12 | ||
Weighted Average Remaining Contractual Life Granted | 3 years 3 days | ||
Weighted Average Exercise Price per Share Granted | $ 4.12 | ||
Options Outstanding Number of Shares Cancelled/Forfeited/Expired | (50,000) | (150,000) | |
Exercise Price per Share Cancelled/Forfeited/Expired | 2 | 4.12 | |
Weighted Average Exercise Price per Share Cancelled/Forfeited/Expired | $ 2 | $ 4.12 | |
Weighted Average Exercise Price per Share Ending | $ 1.56 | $ 1.60 | $ 1.60 |
Options Outstanding Number of Shares Exercisable Ending | 420,000 | 470,000 | |
Weighted Average Remaining Contractual Life Ending | 4 years 2 months 12 days | ||
Weighted Average Exercise Price per Share Exercisable Ending | $ 1.56 | $ 1.61 | |
Weighted Average Remaining Contractual Life Ending | 4 years 1 month 17 days | 4 years 7 months 2 days | 5 years 7 months 2 days |
Weighted Average Remaining Contractual Life Cancelled/Forfeited/Expired | 3 years 3 days | ||
Options Outstanding Number of Shares Ending | 485,000 | 535,000 | 535,000 |
Options Outstanding Number of Shares Exercised | |||
Weighted Average Remaining Contractual Life Ending | 4 years 6 months 29 days | ||
Minimum [Member] | 2020 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Price per Share Beginning | $ 2.30 | ||
Exercise Price per Share Ending | $ 2.30 | ||
Minimum [Member] | Service-Based Stock Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Price per Share Beginning | 1 | 1 | |
Exercise Price per Share Granted | 1 | ||
Exercise Price per Share Ending | 1 | 1 | $ 1 |
Options Outstanding Exercise Price Per Share, Exercised | 1 | 1 | |
Options Outstanding Exercise Price Per Share, Cancelled/Forfeited/Expired | 1.25 | 1 | |
Exercise Price per Share Exercisable Ending | 1 | 1 | |
Minimum [Member] | Performance Shares [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Price per Share Beginning | 1.25 | 1.25 | |
Exercise Price per Share Ending | 1.25 | 1.25 | 1.25 |
Exercise Price per Share Exercisable Ending | 1.50 | 1.50 | |
Maximum [Member] | 2020 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Price per Share Beginning | 21.02 | ||
Exercise Price per Share Ending | 21.02 | ||
Maximum [Member] | Service-Based Stock Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Price per Share Beginning | 19.61 | 19.61 | |
Exercise Price per Share Granted | 2 | ||
Exercise Price per Share Ending | 11.98 | 19.61 | 19.61 |
Options Outstanding Exercise Price Per Share, Exercised | 1.50 | 2 | |
Options Outstanding Exercise Price Per Share, Cancelled/Forfeited/Expired | 19.61 | 4.12 | |
Exercise Price per Share Exercisable Ending | 11.98 | 19.61 | |
Maximum [Member] | Performance Shares [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Price per Share Beginning | 2.50 | 2.50 | |
Exercise Price per Share Ending | 2.50 | 2.50 | 2.50 |
Exercise Price per Share Exercisable Ending | $ 2.50 | $ 2.50 | |
2020 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options Outstanding Number of Shares Beginning | 2,063,500 | ||
Options Outstanding Weighted Average Remaining Contractual Life, Ending | 4 years 11 months 4 days | 8 years 14 days | |
Weighted Average Exercise Price per Share Beginning | $ 9.54 | $ 9.41 | |
Options Outstanding Number of Shares Granted | 109,500 | 169,500 | |
Weighted Average Remaining Contractual Life Granted | 3 years 10 months 9 days | 3 years 9 months 10 days | |
Weighted Average Exercise Price per Share Granted | $ 3.50 | $ 6.12 | |
Outstanding number of shares, exercised | (37,500) | ||
Options Outstanding Number of Shares Cancelled/Forfeited/Expired | (1,129,698) | (448,413) | |
Options Outstanding Weighted Average Remaining Contractual Life, Cancelled/Forfeited/Expired | 6 years 7 months 13 days | 7 years 11 months 26 days | |
Weighted Average Exercise Price per Share Cancelled/Forfeited/Expired | $ 10.12 | $ 7.66 | |
Outstanding number of shares, beginning balance | 1,784,587 | ||
Weighted Average Remaining Contractual Life, Granted | 6 years 11 months 12 days | ||
Weighted Average Remaining Contractual Life, Exercised | 2 years 8 months 12 days | ||
Weighted Average Exercise Price per Share, Exercised | $ 2.52 | ||
Outstanding number of shares, ending balance | 726,889 | 1,784,587 | |
Weighted Average Exercise Price per Share Ending | $ 8.08 | $ 9.54 | $ 9.41 |
Options Outstanding Number of Shares Exercisable Ending | 604,758 | 1,185,153 | |
Weighted Average Remaining Contractual Life Ending | 6 years 2 months 23 days | 7 years 7 months 20 days | |
Weighted Average Exercise Price per Share Exercisable Ending | $ 8.44 | $ 9.62 | |
Options Outstanding Number of Shares Ending | 2,063,500 | ||
2020 Plan [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Price per Share Beginning | 4.57 | ||
Exercise Price per Share Granted | $ 1.84 | $ 2.30 | |
Exercise Price per Share Cancelled/Forfeited/Expired | 2.30 | 3.68 | |
Exercise Price per Share, Exercised | $ 2.52 | ||
Exercise Price per Share Ending | 1.84 | $ 4.57 | |
Number of Options, Exercise price, Ending | 1.84 | $ 2.30 | |
2020 Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Price per Share Beginning | 21.02 | ||
Exercise Price per Share Granted | $ 7.44 | $ 13.74 | |
Exercise Price per Share Cancelled/Forfeited/Expired | 21.02 | 13.74 | |
Exercise Price per Share Ending | $ 13.74 | $ 21.02 | |
Number of Options, Exercise price, Ending | $ 13.74 | $ 21.02 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSU Outstanding Number of Shares, Beginning | 715,000 | 600,000 |
RSU Outstanding Number of Shares, Granted | 725,000 | 260,000 |
RSU Outstanding Number of Shares, Vested | (390,000) | (145,000) |
RSU Outstanding Number of Shares, Forfeited | (500,000) | |
RSU Outstanding Number of Shares, Ending | 550,000 | 715,000 |
2020 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSU Outstanding Number of Shares, Beginning | 1,028,250 | 375,375 |
RSU Outstanding Number of Shares, Granted | 3,625,750 | 922,500 |
RSU Outstanding Number of Shares, Vested | (674,625) | (177,125) |
RSU Outstanding Number of Shares, Forfeited | (785,000) | (92,500) |
RSU Outstanding Number of Shares, Ending | 3,194,375 | 1,028,250 |
SCHEDULE OF WARRANT AND RESTRIC
SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE (Details) - Restricted Stock Units (RSUs) [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSU Outstanding Number of Shares, Beginning | 715,000 | 600,000 |
RSU Outstanding Number of Shares, Granted | 725,000 | 260,000 |
RSU Outstanding Number of Shares, Vested | (390,000) | (145,000) |
RSU Outstanding Number of Shares, Cancelled/Forfeited/Expired | (500,000) | |
RSU Outstanding Number of Shares, Ending | 550,000 | 715,000 |
SCHEDULE OF WARRANT OUTSTANDING
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding number of shares, beginning balance | 3,859,638 | 3,888,438 | |
Weighted average remaining contractual life ending | 3 years 11 months 12 days | 4 years 10 months 20 days | 5 years 10 months 6 days |
Weighted average exercise price per share beginning | $ 5.60 | $ 5.59 | |
Outstanding number of shares, granted | 967,742 | ||
Outstanding number of shares, exercised | (96,773) | (22,000) | |
Exercise price per share, exercised | $ 1.24 | $ 1.75 | |
Weighted average exercise price per share, exercised | $ 1.24 | $ 1.75 | |
Outstanding number of shares, cancelled/forfeited/expired | (6,800) | ||
Exercise price per share, cancelled/forfeited/expired | $ 2 | ||
Weighted average exercise price per share, cancelled/forfeited/expired | $ 2 | ||
Exercise price per share, granted | $ 1.24 | ||
Weighted average remaining contractual life, granted | 4 years 2 months 19 days | ||
Weighted average exercise price per share, granted | $ 1.24 | ||
Weighted average remaining contractual life, exercised | 4 years 2 months 19 days | ||
Outstanding number of shares, ending balance | 4,730,607 | 3,859,638 | 3,888,438 |
Weighted average exercise price per share beginning | $ 4.81 | $ 5.60 | $ 5.59 |
Outstanding number of shares, exercisable, ending | 4,730,607 | 3,836,993 | |
Weighted average remaining contractual life, exercisable, ending | 3 years 11 months 12 days | 4 years 10 months 17 days | |
Weighted average exercise price per share exercisable ending | $ 4.80 | $ 5.63 | |
Minimum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Exercise price per share, ending balance | 1.40 | 1.40 | |
Exercise price per share, ending balance | 1.24 | 1.40 | 1.40 |
Exercise price per share, exercisable, ending | 1.24 | 1.40 | |
Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Exercise price per share, ending balance | 12 | 12 | |
Exercise price per share, ending balance | 12 | 12 | $ 12 |
Exercise price per share, exercisable, ending | $ 12 | $ 12 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 11, 2023 | Nov. 15, 2023 | Oct. 31, 2023 | Oct. 17, 2023 | Sep. 30, 2023 | Sep. 26, 2023 | Aug. 30, 2023 | Aug. 14, 2023 | Jul. 28, 2023 | Jul. 17, 2023 | Jul. 10, 2023 | Apr. 17, 2023 | Mar. 21, 2023 | Mar. 21, 2023 | Feb. 06, 2023 | Feb. 04, 2023 | Oct. 04, 2021 | Jan. 22, 2021 | Aug. 27, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2023 | Aug. 15, 2023 | Jul. 31, 2023 | Jul. 12, 2023 | Sep. 30, 2022 | Jun. 16, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Jun. 24, 2021 | Jun. 08, 2021 | Feb. 22, 2021 | Jan. 08, 2021 | Jan. 02, 2021 | Jun. 30, 2018 | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, at par value | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||
Undesignated preferred stock | 3,385,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of sale of equity | $ 55,300,000 | ||||||||||||||||||||||||||||||||||||||
Common stock share service | 306,250 | ||||||||||||||||||||||||||||||||||||||
Cumulative Distributions on Preferred Stock | $ 2.21875 | ||||||||||||||||||||||||||||||||||||||
Percentage of preferred stock liquidation preference | 8.875% | ||||||||||||||||||||||||||||||||||||||
Preferred stock liquidation preference | $ 25 | ||||||||||||||||||||||||||||||||||||||
Dividends | $ 3,100,000 | $ 3,100,000 | |||||||||||||||||||||||||||||||||||||
Pathak option agreement description | The Series A Preferred Stock is perpetual and has no maturity date. No outstanding shares of Series A Preferred Stock have been redeemed. However, the Series A Preferred Stock will be redeemable at our option, in whole or in part, at the following redemption prices, plus any accrued and unpaid dividends up to, but not including, the date of redemption: 1) on and after October 15, 2022 and prior to October 15, 2023, at a redemption price equal to $25.75 per share, 2) on and after October 15, 2023 and prior to October 15, 2024, at a redemption price equal to $25.50 per share, 3) on and after October 15, 2024 and prior to and prior to October 15, 2025 at a redemption price equal to $25.25 per share and 4) on and after October 15, 2025 at a redemption price equal to $25.00 per share. In addition, upon the occurrence of a delisting event or change of control, we may, subject to certain conditions, at our option, redeem the Series A Preferred Stock, in whole or in part within 90 days after the first date on which such delisting event occurred or within 120 days after the first date on which such change of control occurred, as applicable, by paying $25.00 per share, plus any accumulated and unpaid dividends up to, but not including, the redemption date. | ||||||||||||||||||||||||||||||||||||||
Accumulated and unpaid dividends | $ 25 | ||||||||||||||||||||||||||||||||||||||
Share issue price per share | $ 5.32 | $ 5.32 | |||||||||||||||||||||||||||||||||||||
Number of shares issued | 79,330 | 100,000 | 400,000 | ||||||||||||||||||||||||||||||||||||
Cashless exercise of options shares | 74,372 | 29,691 | |||||||||||||||||||||||||||||||||||||
Number of stock issued for option exercise | 37,500 | 90,400 | |||||||||||||||||||||||||||||||||||||
Proceeds from Stock Options Exercised | $ 94,500 | $ 90,400 | |||||||||||||||||||||||||||||||||||||
Number of cash less warrants exercised | 79,330 | ||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 22,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 38,500 | ||||||||||||||||||||||||||||||||||||||
Fair value of stock issued | 2,568,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | 10,000,000 | ||||||||||||||||||||||||||||||||||||||
Membership interests purchases | 400,000 | ||||||||||||||||||||||||||||||||||||||
Notes payable | 217,000,000 | $ 0 | |||||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 532,000 | ||||||||||||||||||||||||||||||||||||||
2020 Plan [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 37,500 | ||||||||||||||||||||||||||||||||||||||
Issuance of share based compensation | 4,950,000 | 3,300,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||||
Number of shares available for issuance | 1,500,000 | 1,500,000 | 150,000 | ||||||||||||||||||||||||||||||||||||
Remaining authorization of shares | 61,611 | ||||||||||||||||||||||||||||||||||||||
Number of options granted | 109,500 | 169,500 | |||||||||||||||||||||||||||||||||||||
Contractual term | 4 years 11 months 4 days | 8 years 14 days | |||||||||||||||||||||||||||||||||||||
Fair value of options granted | $ 324,000 | ||||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||||||||||||||||||
Expected term | 4 years | ||||||||||||||||||||||||||||||||||||||
Volatility, minimum | 119.16% | ||||||||||||||||||||||||||||||||||||||
Volatility, maximum | 133.67% | ||||||||||||||||||||||||||||||||||||||
Risk-free rate, minimum | 0.82% | ||||||||||||||||||||||||||||||||||||||
Risk-free rate, maximum | 3.96% | ||||||||||||||||||||||||||||||||||||||
Share based compensation | $ 4,500,000 | $ 5,300,000 | |||||||||||||||||||||||||||||||||||||
Unamortized expense | 1,200,000 | ||||||||||||||||||||||||||||||||||||||
Options outstanding intrinsic value | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||
Employees [Member] | 2020 Plan [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of options granted | 249,500 | ||||||||||||||||||||||||||||||||||||||
Conversion Labs PR LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Notes payable | $ 376,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion shares issued | 37,531 | ||||||||||||||||||||||||||||||||||||||
Conversion Labs PR LLC [Member] | WorkSimpli Software [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Membership interests purchases | 12,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 300,000 | ||||||||||||||||||||||||||||||||||||||
Conversion Labs PR LLC [Member] | Founding Members MIPAs [Member] | WorkSimpli Software [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Membership interests purchases | 2,183 | ||||||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 225,000 | ||||||||||||||||||||||||||||||||||||||
Avenue Facility [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase stock | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ 1.24 | $ 1.24 | |||||||||||||||||||||||||||||||||||||
Line of credit | $ 5,000,000 | $ 15,000,000 | $ 15,000,000 | ||||||||||||||||||||||||||||||||||||
Avenue [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase stock | $ 1,200,000 | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||
Exercise price | $ 1.24 | $ 1.24 | |||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 1.49 | $ 1.49 | |||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 873,000 | ||||||||||||||||||||||||||||||||||||||
Medifast [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||||
Harborside Advisors LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock share service | 100,000 | ||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Employees [Member] | 2020 Plan [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Contractual term | 4 years | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Employees [Member] | 2020 Plan [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Contractual term | 6 years 6 months | ||||||||||||||||||||||||||||||||||||||
October 15 2022 & October 15 2023 [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Redemption price | $ 25.75 | ||||||||||||||||||||||||||||||||||||||
October 15 2023 & October 15 2024 [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Redemption price | 25.50 | ||||||||||||||||||||||||||||||||||||||
October 15 2024 & October 15 2025 [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Redemption price | 25.25 | ||||||||||||||||||||||||||||||||||||||
October 15 2025 & After [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Redemption price | $ 25 | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock share service | 978,500 | ||||||||||||||||||||||||||||||||||||||
First of Five Quarterly Installment [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 337,895 | ||||||||||||||||||||||||||||||||||||||
Second of Five Quarterly Installment [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 455,319 | ||||||||||||||||||||||||||||||||||||||
Third of Five Quarterly Installment [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 158,129 | ||||||||||||||||||||||||||||||||||||||
Fourth of Five Quarterly Installment [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 117,583 | ||||||||||||||||||||||||||||||||||||||
Service-Based Stock Options [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 74,372 | ||||||||||||||||||||||||||||||||||||||
Number of options granted | 140,000 | 50,000 | |||||||||||||||||||||||||||||||||||||
Contractual term | 4 years 7 months 6 days | 5 years 7 months 17 days | |||||||||||||||||||||||||||||||||||||
Fair value of options granted | $ 142,000 | ||||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||||||||||||||||||
Expected term | 6 years 6 months | ||||||||||||||||||||||||||||||||||||||
Volatility, minimum | 187.76% | ||||||||||||||||||||||||||||||||||||||
Volatility, maximum | 195.58% | ||||||||||||||||||||||||||||||||||||||
Risk-free rate, minimum | 1.21% | ||||||||||||||||||||||||||||||||||||||
Risk-free rate, maximum | 2.26% | ||||||||||||||||||||||||||||||||||||||
Share based compensation | $ 1,700,000 | $ 2,100,000 | |||||||||||||||||||||||||||||||||||||
Unamortized expense | 290,000,000 | ||||||||||||||||||||||||||||||||||||||
Options outstanding intrinsic value | $ 5,200,000 | ||||||||||||||||||||||||||||||||||||||
Number of share based compensation option exercised for cashless | 120,000 | ||||||||||||||||||||||||||||||||||||||
RSUs and RSAs | 1,010,000 | ||||||||||||||||||||||||||||||||||||||
Shares cancelled | 1,022,000 | ||||||||||||||||||||||||||||||||||||||
Performance Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of stock issued for option exercise | |||||||||||||||||||||||||||||||||||||||
Number of options granted | 150,000 | ||||||||||||||||||||||||||||||||||||||
Share based compensation | $ 0 | $ 423,000 | |||||||||||||||||||||||||||||||||||||
Options outstanding intrinsic value | 2,800,000 | ||||||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share based compensation | 885,000 | $ 1,600,000 | |||||||||||||||||||||||||||||||||||||
Unamortized expense | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||
Shares, granted | 725,000 | 260,000 | |||||||||||||||||||||||||||||||||||||
Net of forfeitures | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||
Shares vested | 390,000 | 145,000 | |||||||||||||||||||||||||||||||||||||
Shares vested, issued | 312,500 | ||||||||||||||||||||||||||||||||||||||
Shares replaced | 2,388,750 | ||||||||||||||||||||||||||||||||||||||
Warrant and Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share based compensation | $ 12,500,000 | $ 13,700,000 | |||||||||||||||||||||||||||||||||||||
Unamortized expenses | $ 8,200,000 | ||||||||||||||||||||||||||||||||||||||
Investors [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 30% | 10% | |||||||||||||||||||||||||||||||||||||
WorkSimpli Software LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 85.58% | 74.06% | 73.32% | 73.32% | 73.64% | 85.60% | 51% | ||||||||||||||||||||||||||||||||
Number of membership interest units redeemed | 500 | ||||||||||||||||||||||||||||||||||||||
Dividend payable | $ 11.20 | $ 14 | $ 22.40 | $ 13.44 | $ 16.80 | $ 11.20 | |||||||||||||||||||||||||||||||||
Dividend payable date | Nov. 08, 2023 | Oct. 05, 2023 | Sep. 01, 2023 | Aug. 01, 2023 | Jul. 03, 2023 | Jan. 05, 2024 | |||||||||||||||||||||||||||||||||
Dividend declared to noncontrolling interest | $ 2,100,000 | ||||||||||||||||||||||||||||||||||||||
ATM Sales Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Offering price | 53,300,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of sale of equity | $ 6,200,000 | ||||||||||||||||||||||||||||||||||||||
Number of common stock shares sold | 1,009,907 | ||||||||||||||||||||||||||||||||||||||
Shelf Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of sale of equity | $ 32,000,000 | ||||||||||||||||||||||||||||||||||||||
Common Underwriting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock share service | 3,833,334 | ||||||||||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 51% | ||||||||||||||||||||||||||||||||||||||
Operating Agreement [Member] | Conversion Labs PR LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 85.58% | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Tranchee shares membership interest | 889 | ||||||||||||||||||||||||||||||||||||||
Purchase price per membership interest | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||||||
Option Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Tranchee shares membership interest | 10,300 | ||||||||||||||||||||||||||||||||||||||
Option Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Tranchee shares membership interest | 2,100 | ||||||||||||||||||||||||||||||||||||||
Option Agreement [Member] | Conversion Labs PR LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 73.32% | ||||||||||||||||||||||||||||||||||||||
Option Agreement [Member] | Conversion Labs PR LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 74.06% | 85.58% | |||||||||||||||||||||||||||||||||||||
Option Agreement [Member] | Conversion Labs PR LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 73.32% | 73.64% | |||||||||||||||||||||||||||||||||||||
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 | 5,400,000 | $ 2,600,000 | |||||||||||||||||||||||||||||||||||||
Unamortized expense | $ 5,500,000 | ||||||||||||||||||||||||||||||||||||||
Shares, granted | 3,625,750 | 922,500 | |||||||||||||||||||||||||||||||||||||
Net of forfeitures | $ 14,400,000 | ||||||||||||||||||||||||||||||||||||||
Shares vested | 674,625 | 177,125 | |||||||||||||||||||||||||||||||||||||
Shares vested, issued | 666,000 | ||||||||||||||||||||||||||||||||||||||
Shares and Securities [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Raise up funds | $ 150,000,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock share service | 1,224,425 | ||||||||||||||||||||||||||||||||||||||
Number of stock issued for option exercise | 37,500 | 90,400 | |||||||||||||||||||||||||||||||||||||
Membership interests purchases | 100,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 1,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Avenue [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 79,330 | ||||||||||||||||||||||||||||||||||||||
Conversion of stock value | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Conversion of stock, shares | 672,042 | ||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 96,773 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Medifast [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,224,425 | ||||||||||||||||||||||||||||||||||||||
Purchase price of common stock | $ 8.1671 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 96,773 | 22,000 | |||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||||||||||||||||||
Share based compensation | $ 18,000 | $ 1,600,000 | |||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 895,000 | ||||||||||||||||||||||||||||||||||||||
Expected term | 4 years | ||||||||||||||||||||||||||||||||||||||
Volatility | 122.60% | ||||||||||||||||||||||||||||||||||||||
Risk free interest percentage | 3.73% | ||||||||||||||||||||||||||||||||||||||
Avenue exercised | 967.73 | ||||||||||||||||||||||||||||||||||||||
Avenue warrants | 793.30 | ||||||||||||||||||||||||||||||||||||||
Unamortized expenses | $ 0 | ||||||||||||||||||||||||||||||||||||||
Warrants outstanding | $ 18,400,000 | ||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | ||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share issue price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,610,000 | 1,610,000 | |||||||||||||||||||||||||||||||||||||
Preferred stock, at par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||
Purchase of underwriting shares | 1,400,000 | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 1,400,000 | 1,400,000 | |||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, at par value | $ 1,000 | ||||||||||||||||||||||||||||||||||||||
Pathak option agreement description | If at any time following the twelve (12)-month anniversary of the Closing (a) the prevailing VWAP (as defined in the Series B Designations) of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $15.00 per share ($3.00 pre-split) (subject to adjustments for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events), and (b) the average trading volume of the Common Stock over the trailing ninety (90)-day period is equal to or greater than 40,000 shares of Common Stock per day, the Company shall have the right, but not the obligation, in its sole discretion, to elect to convert all, but not less than all, of the then-outstanding shares of Series B Preferred Stock into Common Stock by delivering written notice of such election (the “Forced Conversion Notice”) to the holders of the Series B Preferred Stock within ten (10) Business Days following the satisfaction of the criteria of clauses (a) and (b) above (a “Forced Conversion”) | ||||||||||||||||||||||||||||||||||||||
Share issue price per share | $ 3.25 | $ 3.25 | $ 3.25 | ||||||||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 13% | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | ||||||||||||||||||||||||||||||||||||||
Preferred Stock Conversion | 1,225 | 2,275 | |||||||||||||||||||||||||||||||||||||
Preferred Stock Conversion | 550,694 | 1,010,170 | 550,694 | 1,010,170 | |||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 0 | 4,600,000 | |||||||||||||||||||||||||||||||||||||
Conversion of stock value | $ 5,100,000 | $ 5,100,000 | |||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share issue price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | ||||||||||||||||||||||||||||||||||||||
Share issue price per share pre-split | $ 3 | ||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | PIK Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Pathak option agreement description | The Preferred Dividends shall accrue and be cumulative from and after the date of issuance of any share of Series B Preferred Stock on a daily basis computed on the basis of a 365-day year and compounded quarterly. The Preferred Dividends are payable only when, as, and if declared by the Board of Directors of the Company (the “Board”) and the Company has no obligation to pay such Preferred Dividends; provided, however, if the Board determines to pay any Preferred Dividends, the Company shall pay such dividends in kind in a number of additional shares of Series B Preferred Stock (the “PIK Shares”) equal to the quotient of (i) the aggregate amount of the Preferred Dividends being paid by the Company in respect of the shares of Series B Preferred Stock held by such holder, divided by (ii) the Series B Issue Price (as defined in the Series B Designations); provided, further, that, at the election of the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding, in their sole discretion, such Preferred Dividends shall be paid in cash or a combination of cash and PIK Shares. Notwithstanding the foregoing, the Preferred Dividends may be paid in cash at the election of the Company if, and only if, (a) the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding consent in writing to the payment of any specific dividend in cash, or (b) at any time following the twenty-four (24) month anniversary of the Closing, (i) the prevailing volume-weighted average price (“VWAP”) of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $15.00 per share (subject to adjustments for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events), and (ii) the average trading volume of the Common Stock over the trailing ninety (90)-day period is equal to or greater than 40,000 shares of Common Stock per day, or (c) at any time following the thirty-six (36) month anniversary of the Closing |
SCHEDULE OF OPERATING RIGHT OF
SCHEDULE OF OPERATING RIGHT OF USE OF ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating right-of-use assets | $ 594,897 | $ 1,206,009 |
Operating lease liabilities - current | 603,180 | 756,093 |
Operating lease liabilities - noncurrent | $ 73,849 | $ 574,136 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) | Dec. 31, 2023 USD ($) |
Leases | |
Fiscal year 2024 | $ 628,813 |
Fiscal year 2025 | 68,850 |
Less: imputed interest | (20,634) |
Present value of operating lease liabilities | $ 677,029 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Cash paid for operating lease liabilities | $ 897,883 | $ 773,952 |
Weighted average remaining lease term in years | 2 years 2 months 4 days | 2 years 9 months 25 days |
Weighted average discount rate | 7.17% | 7.15% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Amortization of right of use of asset | $ 2,100 | |
Operating lease expenses | $ 861 | $ 871 |
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 | ||||||||
Nov. 15, 2023 | Sep. 05, 2023 | Jul. 10, 2023 | Feb. 28, 2022 | Dec. 10, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 10,000,000 | ||||||||
Purchase obligation | $ 63,000 | ||||||||
Stock issued during period shares new issues | 79,330 | 100,000 | 400,000 | ||||||
Number of additional shares issued | 100,000 | ||||||||
Shares issued, price per share | $ 5.32 | $ 5.32 | |||||||
Income tax deficiency | $ 1,900,000 | ||||||||
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 reverse stock split | ||||||||
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 | $ 5,000 | $ 138,000 | |||||||
Payment for agreement | $ 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 December 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 ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 14, 2023 | May 30, 2023 | Mar. 21, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Gains losses on extinguishment of debt | $ (325,198) | $ 63,400 | |||||
Notes payable | 217,000,000 | 0 | |||||
Stock issued | $ 10,000,000 | ||||||
Will Febbo [Member] | Consulting Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Nuimber of restricted shares | 375,000 | 62,500 | |||||
Robert Jindal [Member] | Consulting Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Nuimber of restricted shares | 225,000 | 112.50 | |||||
Naveen Bhatia [Member] | Consulting Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Nuimber of restricted shares | 225,000 | 112,500 | |||||
WorkSimpli Software [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued | $ 226,000 | 0 | |||||
Software Development Services [Member] | WorkSimpli Software [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued | 2,500,000 | 1,500,000 | |||||
CRG Financial [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from short term loan | $ 2,000,000 | $ 2,000,000 | |||||
Total loan facility | $ 2,500,000 | $ 2,500,000 | |||||
Maturity date | Dec. 15, 2023 | Dec. 15, 2023 | |||||
Loan facility interest | 12% | 12% | |||||
Repayments of long term debt | $ 2,000,000 | ||||||
Gains losses on extinguishment of debt | $ 325,000 | ||||||
Notes payable | $ 0 | $ 0 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION CHARGES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
U.S. federal | ||
State and local | 111,000 | 6,700 |
Foreign | 317,000 | |
Total | 428,000 | 6,700 |
Deferred: | ||
U.S. federal | 1,470,000 | 1,719,000 |
State and local | (1,470,000) | (1,365,000) |
Foreign | ||
Total | 354,000 | |
Provision for income taxes | $ 428,000 | $ 360,700 |
SCHEDULE OF PROVISION DIFFERS F
SCHEDULE OF PROVISION DIFFERS FROM THE AMOUNT OF INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Computed “expected” tax expense (benefit) | $ (1,951,000) | $ (9,474,000) |
State taxes | (440,000) | (714,000) |
Permanent differences | 71,000 | 730,000 |
Apportionment of Puerto Rico income | (133,000) | (108,000) |
Nondeductible expenses | ||
GILTI, net of 250 deduction | 1,855,000 | |
Dividends received deduction | (1,224,000) | |
Change in valuation allowance | 4,327,000 | 9,973,000 |
Rate differential | (2,125,000) | |
Other | 48,000 | (46,300) |
Provision for income taxes | $ 428,000 | $ 360,700 |
SCHEDULE OF NET DEFERRED TAX LI
SCHEDULE OF NET DEFERRED TAX LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Other | ||
Deferred tax liability, Total | ||
Stock-based compensation | 15,100,000 | 11,646,000 |
Sec 174 – software development | 298,000 | 142,000 |
Temporary differences | 2,465,000 | 2,389,000 |
Net operating loss carryforwards | 23,057,000 | 21,382,000 |
Deferred tax assets, Gross | 40,920,000 | 35,559,000 |
Less valuation allowance | (40,920,000) | (35,559,000) |
Deferred tax assets, Net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 100.8 | |
Valuation allowance increased | $ 5.4 | $ 11.8 |
SCHEDULE OF RELEVANT SEGMENT DA
SCHEDULE OF RELEVANT SEGMENT DATA (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 152,547,006 | $ 119,033,520 |
Gross margin | 87.06% | 84.30% |
Operating loss | $ 14,489,273 | $ 43,447,781 |
Assets | 58,480,709 | 25,665,853 |
Telehealth [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 93,152,919 | 82,649,845 |
Assets | 48,126,006 | 18,163,464 |
Telehealth [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 98,152,919 | $ 82,649,845 |
Gross margin | 82.20% | 78.40% |
Operating loss | $ 25,261,021 | $ 45,918,588 |
WorkSimpli [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 54,394,087 | 36,383,675 |
Assets | 10,354,703 | 7,502,389 |
WorkSimpli [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 54,394,087 | $ 36,383,675 |
Gross margin | 97.40% | 97.70% |
Operating loss | $ (10,771,748) | $ (2,470,807) |
SEGMENT DATA (Details Narrative
SEGMENT DATA (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jan. 16, 2024 | Nov. 15, 2023 | Jul. 10, 2023 | Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
Fair value total | $ 10,000,000 | |||||
Stock issued during period shares new issues | 79,330 | 100,000 | 400,000 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 737,125 | |||||
Fair value total | $ 3,300,000 | |||||
Subsequent Event [Member] | Fifth of Five Quarterly Installment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period shares new issues | 95,821 |