Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39785 | |
Entity Registrant Name | LIFEMD, INC. | |
Entity Central Index Key | 0000948320 | |
Entity Tax Identification Number | 76-0238453 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 236 Fifth Avenue | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | (866) | |
Local Phone Number | 351-5907 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,068,867 | |
Common Stock, par value $.01 per share | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | LFMD | |
Security Exchange Name | NASDAQ | |
8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | ||
Title of 12(b) Security | 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | |
Trading Symbol | LFMDP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 35,703,215 | $ 33,146,725 |
Accounts receivable, net | 5,667,942 | 5,277,250 |
Product deposit | 116,134 | 485,850 |
Inventory, net | 2,060,719 | 2,759,932 |
Other current assets | 1,521,420 | 934,510 |
Total Current Assets | 45,069,430 | 42,604,267 |
Non-current Assets | ||
Equipment, net | 1,123,582 | 476,303 |
Right of use assets | 2,534,731 | 594,897 |
Capitalized software, net | 12,573,579 | 11,795,979 |
Intangible assets, net | 2,519,167 | 3,009,263 |
Total Non-current Assets | 18,751,059 | 15,876,442 |
Total Assets | 63,820,489 | 58,480,709 |
Current Liabilities | ||
Accounts payable | 15,051,729 | 11,084,855 |
Accrued expenses | 14,751,501 | 13,937,494 |
Notes payable, net | 13,020 | 327,597 |
Current operating lease liabilities | 337,276 | 603,180 |
Current portion of long-term debt | 6,333,333 | |
Deferred revenue | 15,161,659 | 8,828,598 |
Total Current Liabilities | 51,648,518 | 34,781,724 |
Long-term Liabilities | ||
Long-term debt, net | 11,795,281 | 17,927,727 |
Noncurrent operating lease liabilities | 2,336,194 | 73,849 |
Contingent consideration | 100,000 | 131,250 |
Total Liabilities | 65,879,993 | 52,914,550 |
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 shares issued and outstanding, liquidation value, $0 per share as of June 30, 2024 and December 31, 2023 | ||
Stockholders’ (Deficit) Equity | ||
Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately, $25.55 per share as of June 30, 2024 and December 31, 2023 | 140 | 140 |
Common Stock, $0.01 par value; 100,000,000 shares authorized, 41,759,572 and 38,358,641 shares issued, 41,656,532 and 38,255,601 outstanding as of June 30, 2024 and December 31, 2023, respectively | 417,596 | 383,586 |
Additional paid-in capital | 225,001,992 | 217,550,583 |
Accumulated deficit | (229,462,356) | (214,265,236) |
Treasury stock, 103,040, at cost, as of June 30, 2024 and December 31, 2023 | (163,701) | (163,701) |
Total LifeMD, Inc. Stockholders’ (Deficit) Equity | (4,206,329) | 3,505,372 |
Non-controlling interest | 2,146,825 | 2,060,787 |
Total Stockholders’ (Deficit) Equity | (2,059,504) | 5,566,159 |
Total Liabilities, Mezzanine Equity and Stockholders’ (Deficit) Equity | $ 63,820,489 | $ 58,480,709 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 5,000,000 | 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 | 41,759,572 | 38,358,641 |
Common stock, shares outstanding | 41,656,532 | 38,255,601 |
Treasury stock, shares | 103,040 | 103,040 |
Series B Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 5,000 | 5,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, liquidation value | $ 0 | $ 0 |
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 | $ 25.55 | $ 25.55 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues | ||||
Total revenues, net | $ 50,661,845 | $ 35,946,913 | $ 94,806,109 | $ 69,073,248 |
Cost of revenues | ||||
Total cost of revenues | 5,024,915 | 4,548,430 | 9,625,092 | 8,763,399 |
Gross profit | 45,636,930 | 31,398,483 | 85,181,017 | 60,309,849 |
Expenses | ||||
Selling and marketing expenses | 26,378,928 | 19,567,903 | 50,552,808 | 36,285,548 |
General and administrative expenses | 18,521,385 | 12,119,573 | 33,827,117 | 22,722,336 |
Customer service expenses | 2,733,418 | 1,912,078 | 4,581,459 | 3,467,482 |
Other operating expenses | 1,906,175 | 1,313,789 | 4,206,622 | 3,018,554 |
Development costs | 2,402,590 | 1,380,686 | 4,489,822 | 2,564,285 |
Total expenses | 51,942,496 | 36,294,029 | 97,657,828 | 68,058,205 |
Operating loss | (6,305,566) | (4,895,546) | (12,476,811) | (7,748,356) |
Interest expense, net | (531,468) | (995,670) | (1,009,146) | (1,260,135) |
Loss on debt extinguishment | (325,198) | |||
Net loss | (6,837,034) | (5,891,216) | (13,485,957) | (9,333,689) |
Net income attributable to non-controlling interest | 38,606 | 841,784 | 158,038 | 1,407,767 |
Net loss attributable to LifeMD, Inc. | (6,875,640) | (6,733,000) | (13,643,995) | (10,741,456) |
Preferred stock dividends | (776,562) | (776,562) | (1,553,125) | (1,553,125) |
Net loss attributable to LifeMD, Inc. common stockholders | $ (7,652,202) | $ (7,509,562) | $ (15,197,120) | $ (12,294,581) |
Basic loss per share attributable to LifeMD, Inc. common stockholders | $ (0.19) | $ (0.23) | $ (0.38) | $ (0.38) |
Diluted loss per share attributable to LifeMD, Inc. common stockholders | $ (0.19) | $ (0.23) | $ (0.38) | $ (0.38) |
Weighted average number of common shares outstanding: | ||||
Basic | 41,296,042 | 32,560,035 | 40,269,139 | 32,189,954 |
Diluted | 41,296,042 | 32,560,035 | 40,269,139 | 32,189,954 |
Telehealth Revenue [Member] | ||||
Revenues | ||||
Total revenues, net | $ 37,432,309 | $ 22,351,128 | $ 68,273,711 | $ 42,553,931 |
Cost of revenues | ||||
Total cost of revenues | 4,553,843 | 4,125,945 | 8,748,438 | 8,046,126 |
WorkSimpli Revenue [Member] | ||||
Revenues | ||||
Total revenues, net | 13,229,536 | 13,595,785 | 26,532,398 | 26,519,317 |
Cost of revenues | ||||
Total cost of revenues | $ 471,072 | $ 422,485 | $ 876,654 | $ 717,273 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Shares [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
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 | $ 1,494 | 2,662,020 | 2,663,514 | 2,663,514 | ||||
Stock compensation expense, shares | 149,375 | |||||||
Stock issued for noncontingent consideration payment | $ 3,379 | 638,621 | 642,000 | 642,000 | ||||
Stock issued for noncontingent consideration payment, shares | 337,895 | |||||||
Warrants issued for debt instruments | 1,088,343 | 1,088,343 | 1,088,343 | |||||
Series A Preferred Stock Dividend | (776,563) | (776,563) | (776,563) | |||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Adjustment of membership interest in WorkSimpli | (220,582) | (220,582) | (85,932) | (306,514) | ||||
Net (loss) income | (4,008,456) | (4,008,456) | 565,983 | (3,442,473) | ||||
Balance at Mar. 31, 2023 | $ 140 | $ 320,401 | 183,183,652 | (195,348,013) | (163,701) | (12,007,521) | (31,497) | (12,039,018) |
Balance, shares at Mar. 31, 2023 | 1,400,000 | 32,040,045 | ||||||
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 | ||||||
Distribution to non-controlling interest | (72,000) | |||||||
Net (loss) income | (9,333,689) | |||||||
Balance at Jun. 30, 2023 | $ 140 | $ 325,649 | 186,673,930 | (202,857,575) | (163,701) | (16,021,557) | 783,619 | (15,237,938) |
Balance, shares at Jun. 30, 2023 | 1,400,000 | 32,564,835 | ||||||
Balance at Mar. 31, 2023 | $ 140 | $ 320,401 | 183,183,652 | (195,348,013) | (163,701) | (12,007,521) | (31,497) | (12,039,018) |
Balance, shares at Mar. 31, 2023 | 1,400,000 | 32,040,045 | ||||||
Stock compensation expense | $ 530 | 2,861,439 | 2,861,969 | 2,861,969 | ||||
Stock compensation expense, shares | 53,000 | |||||||
Stock issued for noncontingent consideration payment | $ 4,553 | 637,447 | 642,000 | 642,000 | ||||
Stock issued for noncontingent consideration payment, shares | 455,319 | |||||||
Series A Preferred Stock Dividend | (776,562) | (776,562) | (776,562) | |||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Adjustment of membership interest in WorkSimpli | (8,443) | (8,443) | 9,332 | 889 | ||||
Net (loss) income | (6,733,000) | (6,733,000) | 841,784 | (5,891,216) | ||||
Cashless exercise of stock options | $ 165 | (165) | ||||||
Cashless exercise of stock options, shares | 16,471 | |||||||
Balance at Jun. 30, 2023 | $ 140 | $ 325,649 | 186,673,930 | (202,857,575) | (163,701) | (16,021,557) | 783,619 | (15,237,938) |
Balance, shares at Jun. 30, 2023 | 1,400,000 | 32,564,835 | ||||||
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 | ||||||
Stock compensation expense | $ 9,434 | 2,534,996 | 2,544,430 | 2,544,430 | ||||
Stock compensation expense, shares | 943,375 | |||||||
Stock issued for noncontingent consideration payment | $ 958 | 641,042 | 642,000 | 642,000 | ||||
Stock issued for noncontingent consideration payment, shares | 95,821 | |||||||
Series A Preferred Stock Dividend | (776,563) | (776,563) | (776,563) | |||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Net (loss) income | (6,768,355) | (6,768,355) | 119,432 | (6,648,923) | ||||
Cashless exercise of stock options | $ 641 | (641) | ||||||
Cashless exercise of stock options, shares | 64,113 | |||||||
Exercise of stock options | $ 13 | 7,800 | 7,813 | 7,813 | ||||
Exercise of stock options, shares | 1,250 | |||||||
Cashless exercise of warrants | $ 12,685 | (12,685) | ||||||
Cashless exercise of warrants, shares | 1,268,476 | |||||||
Balance at Mar. 31, 2024 | $ 140 | $ 407,317 | 220,721,095 | (221,810,154) | (163,701) | (845,303) | 2,144,219 | 1,298,916 |
Balance, shares at Mar. 31, 2024 | 1,400,000 | 40,731,676 | ||||||
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 | ||||||
Distribution to non-controlling interest | (72,000) | |||||||
Net (loss) income | (13,485,957) | |||||||
Exercise of stock options, shares | 76,250 | |||||||
Balance at Jun. 30, 2024 | $ 140 | $ 417,596 | 225,001,992 | (229,462,356) | (163,701) | (4,206,329) | 2,146,825 | (2,059,504) |
Balance, shares at Jun. 30, 2024 | 1,400,000 | 41,759,572 | ||||||
Balance at Mar. 31, 2024 | $ 140 | $ 407,317 | 220,721,095 | (221,810,154) | (163,701) | (845,303) | 2,144,219 | 1,298,916 |
Balance, shares at Mar. 31, 2024 | 1,400,000 | 40,731,676 | ||||||
Stock compensation expense | $ 1,423 | 4,189,753 | 4,191,176 | 4,191,176 | ||||
Stock compensation expense, shares | 142,250 | |||||||
Series A Preferred Stock Dividend | (776,562) | (776,562) | (776,562) | |||||
Distribution to non-controlling interest | (36,000) | (36,000) | ||||||
Net (loss) income | (6,875,640) | (6,875,640) | 38,606 | (6,837,034) | ||||
Cashless exercise of stock options | $ 4,486 | (4,486) | ||||||
Cashless exercise of stock options, shares | 448,664 | |||||||
Exercise of stock options | $ 750 | 99,250 | 100,000 | 100,000 | ||||
Exercise of stock options, shares | 75,000 | |||||||
Cashless exercise of warrants | $ 3,620 | (3,620) | ||||||
Cashless exercise of warrants, shares | 361,982 | |||||||
Balance at Jun. 30, 2024 | $ 140 | $ 417,596 | $ 225,001,992 | $ (229,462,356) | $ (163,701) | $ (4,206,329) | $ 2,146,825 | $ (2,059,504) |
Balance, shares at Jun. 30, 2024 | 1,400,000 | 41,759,572 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (13,485,957) | $ (9,333,689) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt discount | 200,888 | 153,842 |
Amortization of capitalized software | 3,725,112 | 2,348,667 |
Amortization of intangibles | 492,032 | 479,528 |
Accretion of consideration payable | 13,644 | 114,216 |
Depreciation of fixed assets | 170,366 | 96,434 |
Loss on debt extinguishment | 325,198 | |
Operating lease payments | 391,397 | 370,428 |
Stock compensation expense | 6,735,606 | 5,525,483 |
Changes in Assets and Liabilities | ||
Accounts receivable | (390,692) | (833,793) |
Product deposit | 369,716 | (107,850) |
Inventory | 699,213 | 5,061 |
Other current assets | (586,910) | 14,827 |
Operating lease liabilities | (334,790) | (388,077) |
Deferred revenue | 6,333,061 | 120,704 |
Accounts payable | 3,966,874 | (513,414) |
Accrued expenses | 1,442,362 | 4,232,140 |
Other operating activity | (579,319) | |
Net cash provided by operating activities | 9,741,922 | 2,030,386 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for capitalized software costs | (4,502,712) | (3,899,852) |
Purchase of equipment | (817,645) | (64,219) |
Purchase of intangible assets | (1,936) | (148,868) |
Net cash used in investing activities | (5,322,293) | (4,112,939) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from long-term debt, net | 14,473,002 | |
Proceeds from notes payable | 2,000,000 | |
Repayment of notes payable, net of prepayment penalty | (314,577) | (4,386,915) |
Cash proceeds from exercise of options | 107,813 | |
Preferred stock dividends | (1,553,125) | (1,553,125) |
Contingent consideration payments for ResumeBuild acquisition | (31,250) | (125,000) |
Net payments for membership interest in WorkSimpli | (305,625) | |
Distributions to non-controlling interest | (72,000) | (72,000) |
Net cash (used in) provided by financing activities | (1,863,139) | 10,030,337 |
Net increase in cash | 2,556,490 | 7,947,784 |
Cash at beginning of period | 33,146,725 | 3,958,957 |
Cash at end of period | 35,703,215 | 11,906,741 |
Cash paid for interest | ||
Cash paid during the period for interest | 1,282,707 | 768,188 |
Non-cash investing and financing activities | ||
Cashless exercise of options | 5,127 | 165 |
Cashless exercise of warrants | 16,305 | |
Stock issued for noncontingent consideration payment | 642,000 | 1,284,000 |
Warrants issued for debt instruments | 873,100 | |
Right of use asset | 2,331,231 | 93,115 |
Operating lease liabilities | $ 2,331,231 | $ 93,115 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ (6,875,640) | $ (6,733,000) | $ (13,643,995) | $ (10,741,456) |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 6 Months Ended |
Jun. 30, 2024 | |
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 85.6 73.6 Effective March 31, 2023, the Company redeemed 500 74.1 73.3 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 of oral and topical prescription medications for hair loss. The Company’s men’s brand, RexMD, currently offers access to provider-based treatment for erectile dysfunction, as well as treatment for other common men’s health issues, including premature ejaculation and hair loss. In the first quarter of 2021, the Company launched NavaMD, a tele-dermatology and skincare brand for women. The Company has built a platform that allows it to efficiently launch telehealth and wellness product lines wherever it determines there is a market need. 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 73.3 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 63 500 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 June 30, 2024, the Company has an accumulated deficit approximating $ 229.5 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 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 The Company entered into an At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc. and Cantor Fitzgerald & Co. relating to the sale of its common stock. In accordance with the terms of the ATM Sales Agreement, the Company may, but is not obligated to, offer and sell, from time to time, shares of common stock, through or to the Agents, acting as agent or principal. Sales of common stock, if any, will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act. On June 7, 2024, the Company filed a shelf registration statement on Form S-3 under the Securities Act, which was declared effective on July 18, 2024 (the “2024 Shelf”). Under the 2024 Shelf at the time of effectiveness, the Company had the ability to raise up to $ 150.0 53.3 53.3 150.0 The Company has a current cash balance of approximately $ 29.1 35.7 53.3 150.0 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete audited financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2023, included in our 2023 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results for the year ending December 31, 2024 or for any future period. Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, Consolidation The unaudited condensed 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 73.6 500 74.1 73.3 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 June 30, 2024 and December 31, 2023, 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 determines whether any legal entity in which the Company becomes involved is a variable interest entity (a “VIE”) and subject to consolidation. This determination is based on whether an entity has sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest and whether the interest will absorb portions of a VIE’s expected losses or receive portions of its expected residual returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provides it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. 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 unaudited condensed consolidated financial statements of the Company. There is no non-controlling interest upon consolidation of LifeMD PC. Total revenue for LifeMD PC was approximately $ 13.9 436 21.5 794 10.2 600 15.4 1.6 Use of Estimates The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include 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. 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 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. Customer discounts, returns and rebates on telehealth revenues approximated $ 1.8 497 2.8 828 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 $ 1.95 676 788 1.4 1.7 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 2.5 10 10 5 2 3 For the three and six months ended June 30, 2024 and 2023, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Three Months Ended June 30, Six Months Ended June 30, 2024 % 2023 % 2024 % 2023 % Telehealth revenue $ 20,519,165 41 % $ 21,915,088 61 % $ 41,784,029 44 % $ 41,760,142 61 % LifeMD PC subscription revenue 13,881,894 27 % 436,040 1 % 21,489,682 23 % 793,789 1 % WorkSimpli revenue 13,229,536 26 % 13,595,785 38 % 26,532,398 28 % 26,519,317 38 % Medifast collaboration revenue 3,031,250 6 % - - % 5,000,000 5 % - - % Total net revenue $ 50,661,845 100 % $ 35,946,913 100 % $ 94,806,109 100 % $ 69,073,248 100 % Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. As of June 30, 2024 and December 31, 2023, the Company has accrued contract liabilities, as deferred revenue, of approximately $ 15.2 8.8 11.0 4.2 1.7 2.1 2.5 2.5 Deferred revenue increased by $ 6.4 15.2 8.8 20.7 40.3 The Company expects to recognize all of the deferred revenue related to future performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2024 as revenue by June 30, 2025. The following table summarizes deferred revenue activities for the periods presented: SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Beginning of period $ 13,202,757 $ 5,895,545 $ 8,828,598 $ 5,547,506 Additions 50,449,028 33,760,427 95,042,515 64,965,817 Revenue recognized (48,490,126 ) (33,987,762 ) (88,709,454 ) (64,845,113 ) End of period $ 15,161,659 $ 5,668,210 $ 15,161,659 $ 5,668,210 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 on the unaudited condensed consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current operating lease liabilities and noncurrent operating lease liabilities, respectively, on the unaudited condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded in the balance sheet. Accounts Receivable, net Accounts receivable principally consist of amounts due from third-party merchant processors, who process our subscription revenues; the merchant accounts balance receivable represents the charges processed by the merchants that have not yet been deposited with the Company. The unsettled merchant receivable amount normally represents processed sale transactions from the final one to three days of the month, with collections being made by the Company within the first week of the following month. Management determines the need, if any, for an allowance for future credits to be granted to customers, by regularly evaluating aggregate customer refund activity, coupled with the consideration and current economic conditions in its evaluation of an allowance for future refunds and chargebacks. As of June 30, 2024 and December 31, 2023, the reserve for sales returns and allowances was approximately $ 772 528 Inventory As of June 30, 2024 and December 31, 2023, 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 both June 30, 2024 and December 31, 2023, the Company recorded an inventory reserve of approximately $ 341 356 As of June 30, 2024 and December 31, 2023, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY June 30, December 31, 2024 2023 Finished goods $ 1,022,027 $ 1,216,833 Raw materials and packaging components 1,379,436 1,898,784 Inventory reserve (340,744 ) (355,685 ) Total inventory, net $ 2,060,719 $ 2,759,932 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 33 116 486 397 Capitalized Software Costs The Company capitalizes certain internal payroll costs and third-party costs related to internally developed software and amortizes these costs using the straight-line method over the estimated useful life of the software, generally three years. The Company does not sell internally developed software other than through the use of subscription service. Certain development costs not meeting the criteria for capitalization, in accordance with ASC 350-40 , Internal-Use Software 12.6 11.8 Intangible Assets 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) three purchased domain names. Intangible assets are amortized over their estimated lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. Impairment of Long-Lived Assets Long-lived assets include equipment 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 June 30, 2024 and December 31, 2023, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. Income Taxes The Company files corporate federal, state and local tax returns. WorkSimpli files a tax return in Puerto Rico. The Company records current and deferred taxes in accordance with ASC 740, Accounting for Income Taxes Stock-Based Compensation The Company follows the provisions of ASC 718, Share-Based Payment. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting or service period. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s common shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free interest rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures, the Company has elected to account for forfeitures as they occur. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. 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. In computing diluted EPS, basic EPS is adjusted for the assumed issuance of all potentially dilutive securities. The dilutive effect of call options, warrants and share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of traditional convertible debt and preferred stock is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted EPS calculation for the entire period being presented. 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 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series B Preferred Stock - 1,548,594 - 1,493,991 RSUs and RSAs 2,279,750 2,788,000 2,296,125 2,341,438 Stock options 1,527,000 3,463,753 1,843,375 3,667,003 Warrants 1,743,730 4,827,380 2,068,419 4,827,380 Convertible long-term debt 671,141 1,342,282 671,141 1,342,282 Potentially dilutive securities 6,221,621 13,970,009 6,879,060 13,672,094 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. The Company’s Chief Executive Officer is the chief operating decision maker and is responsible for reviewing segment operating results 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, and 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 June 30, 2024, we utilized four (4) suppliers for fulfillment services, ten (10) suppliers for manufacturing finished goods, seven (7) suppliers for packaging, bottling, and labeling, and seven (7) suppliers for prescription medications. 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. 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 unaudited condensed consolidated financial statements upon adoption. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS On January 18, 2022, the Company completed the acquisition of Cleared. The Company accounted for the transaction using the acquisition method in accordance with ASC 805, Business Combinations, with the purchase price being allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. Fair values were determined using income approaches. The results of Cleared are included within the consolidated financial statements commencing on the acquisition date. 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 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 15 63 500 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 – INTANGIBLE ASSETS As of June 30, 2024 and December 31, 2023, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF INTANGIBLE ASSETS June 30, December 31, Amortizable 2024 2023 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 173,535 171,599 3 Amortizable intangible assets 173,535 171,599 3 years Less: accumulated amortization (3,507,467 ) (3,015,435 ) Total intangible assets, net $ 2,519,167 $ 3,009,263 The aggregate amortization expense of the Company’s intangible assets for both the three months ended June 30, 2024 and 2023 was $ 246 492 480 491 977 939 113 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES As of June 30, 2024 and December 31, 2023, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCRUED EXPENSES June 30, December 31, 2024 2023 Accrued selling and marketing expenses $ 7,745,289 $ 5,198,123 Accrued compensation 1,867,656 3,003,007 Sales tax payable 2,267,447 2,501,035 Accrued dividends payable 776,562 776,563 Purchase price payable - 641,042 Other accrued expenses 2,094,547 1,817,724 Total accrued expenses $ 14,751,501 $ 13,937,494 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Working Capital Loans In October 2022, the Company received proceeds of $ 976 62 0 111 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 13 217 Total interest expense on notes payable amounted to $ 2 13 7 34 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2024 | |
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. 100 115 201 154 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%. As of June 30, 2024, the interest rate was 13.25%. Payments are interest only until November 2024. 1.00 3.00 As of June 30, 2024, the Company expects to pay $ 1.6 9.5 7.9 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 $ 674 598 1.4 694 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
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 The Company entered into the ATM Sales Agreement whereby the Company may offer and sell, from time to time, shares of common stock. On June 7, 2024, the Company filed the 2024 Shelf. Under the 2024 Shelf at the time of effectiveness, the Company had the ability to raise up to $ 150.0 53.3 53.3 150.0 Options and Warrants During the six months ended June 30, 2024, the Company issued an aggregate of 512,777 During the six months ended June 30, 2024, the Company issued an aggregate of 1,630,458 During the six months ended June 30, 2024, the Company issued an aggregate of 76,250 107 Common Stock Common Stock Transactions During the Six Months Ended June 30, 2024 During the six months ended June 30, 2024, the Company issued an aggregate of 1,085,625 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 95,821 3.2 Noncontrolling Interest Net income attributed to the non-controlling interest amounted to $ 39 842 36 158 1.4 72 WorkSimpli Software Capitalization Update On September 30, 2022, Sean Fitzpatrick and Varun Pathak exercised their options to purchase 10,300 2,100 1.00 85.6 73.6 500 74.1 889 1.00 74.1 73.3 On March 31, 2024, WorkSimpli declared a cash dividend in the amount of $ 11.20 April 10, 2024 267 9.05 July 1, 2024 228 495 22.40 July 3, 2023 534 Dividends The Company pays cumulative dividends on its Series A Preferred Stock, in the amount of $ 2.21875 8.875 25.00 Stock Options On January 8, 2021, the Company approved the Company’s 2020 Equity and Incentive Plan (the “2020 Plan”). Approval of the 2020 Plan was included as Proposal 1 in the Company’s definitive proxy statement for its Special Meeting of Stockholders filed with the Securities and Exchange Commission on December 7, 2020. The 2020 Plan is administered by the Compensation Committee of the Board of Directors (the “Board”) and initially provided for the issuance of up to 1,500,000 150,000 On June 24, 2021, at the Annual Meeting of Stockholders, the stockholders of the Company approved the 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 1,500,000 3,000,000 As of June 30, 2024, the Amended 2020 Plan provided for the issuance of up to 8,100,000 3,133,111 The forms of award agreements to be used in connection with awards made under the Amended 2020 Plan to the Company’s executive officers and non-employee directors are: ● Form of Non-Qualified Option Agreement (Non-Employee Director Awards) ● Form of Non-Qualified Option Agreement (Employee Awards); and ● Form of Restricted Stock Award Agreement. Previously, the Company had granted service-based stock options and performance-based stock options separate from the Amended 2020 Plan. The following is a summary of outstanding options activity under our Amended 2020 Plan for the six months ended June 30, 2024: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2023 726,889 $ 1.84 13.74 6.11 $ 8.08 Granted - - - - Exercised (172,222 ) 6.00 7.50 6.36 6.44 Balance at June 30, 2024 554,667 $ 1.84 13.74 5.38 $ 8.59 Exercisable at December 31, 2023 604,758 $ 1.84 13.74 6.23 $ 8.44 Exercisable at June 30, 2024 511,953 $ 1.84 13.74 5.49 $ 8.99 Total compensation expense under the Amended 2020 Plan options above was $ 397 1.2 169 1.1 2.3 172,222 62,781 475 The following is a summary of outstanding service-based options activity (prior to the establishment of our Amended 2020 Plan above) for the six months ended June 30, 2024: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2023 1,124,333 $ 1.00 11.98 4.60 $ 3.69 Granted - - - - Exercised (222,000 ) 1.00 6.25 3.17 2.24 Cancelled/Forfeited/Expired (20,000 ) 1.40 1.40 1.40 Balance at June 30, 2024 882,333 $ 1.00 11.98 4.46 $ 4.11 Exercisable December 31, 2023 1,090,083 $ 1.00 11.98 4.62 $ 3.66 Exercisable at June 30, 2024 870,037 $ 1.00 11.98 4.48 $ 4.12 Total compensation expense under the above service-based option plan was $ 49 505 50 241 1.1 2.6 170,750 134,302 51,250 The following is a summary of outstanding performance-based options activity for the six months ended June 30, 2024: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2023 485,000 $ 1.25 2.50 4.13 $ 1.56 Granted - - - - Exercised (395,000 ) 1.50 2.00 3.82 1.53 Balance at June 30, 2024 90,000 $ 1.25 2.50 2.81 $ 1.69 Exercisable December 31, 2023 420,000 $ 1.50 2.50 4.20 $ 1.56 Exercisable at June 30, 2024 25,000 $ 1.75 2.50 1.90 $ 2.05 No compensation expense was recognized on the performance-based options above for the three and six months ended June 30, 2024, as the performance terms have not been met or are not probable. As of June 30, 2024, aggregate intrinsic value of vested performance options outstanding was $ 120 370,000 315,694 25,000 RSUs and RSAs (under our Amended 2020 Plan) The following is a summary of outstanding RSUs and RSAs activity under our Amended 2020 Plan for the six months ended June 30, 2024: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Balance at December 31, 2023 3,194,375 Granted 528,500 Vested (1,107,875 ) Cancelled/Forfeited (450,000 ) Balance at June 30, 2024 2,165,000 The total fair value of the 528,500 4.9 3.5 894 4.5 4.9 1.4 1,107,875 960,625 RSUs and RSAs (outside of our Amended 2020 Plan) The following is a summary of outstanding RSUs and RSAs activity (outside of our Amended 2020 Plan) for the six months ended June 30, 2024: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Balance at December 31, 2023 550,000 Granted - Vested (125,000 ) Balance at June 30, 2024 425,000 Total compensation expense for RSUs and RSAs outside of the Amended 2020 Plan was $ 255 285 300 510 589 125,000 125,000 Warrants The following is a summary of outstanding and exercisable warrants activity during the six months ended June 30, 2024: 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, 2023 4,730,607 $ 1.24 12.00 3.95 $ 4.81 Exercised (2,986,877 ) 1.40 5.75 3.63 4.90 Balance at June 30, 2024 1,743,730 $ 1.24 12.00 3.16 $ 4.65 Exercisable December 31, 2023 4,730,607 $ 1.24 12.00 3.95 $ 4.80 Exercisable June 30, 2024 1,743,730 $ 1.24 12.00 3.16 $ 4.63 Total compensation expense on the above warrants was $ 0 6 no 0 18 Stock-based Compensation The total stock-based compensation expense related to common stock issued for services, service-based stock options, performance-based stock options, warrants, RSUs, and RSAs amounted to approximately $ 4.2 2.9 6.7 5.5 5 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
LEASES | NOTE 9 – LEASES The Company leases office space domestically under operating leases including: (1) the Company’s headquarters in New York, New York for which the lease expires in 2028, (2) a marketing and sales center in Huntington Beach, California for which the lease expires in 2024, (3) a patient care center in Greenville, South Carolina for which the lease expires in 2024, (4) warehouse and fulfillment centers in Columbia, Pennsylvania and Lancaster, Pennsylvania for which the leases expire in 2024 and (5) a warehouse and pharmacy operations center in Lancaster, Pennsylvania for which the lease expires in 2029, with an additional five year option to extend, for which the Company expects to utilize. 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 June 30, 2024: SCHEDULE OF OPERATING RIGHT OF USE OF ASSETS Operating right-of-use assets $ 2,534,731 Operating lease liabilities –- current $ 337,276 Operating lease liabilities – noncurrent $ 2,336,194 Total accumulated amortization of the Company’s operating right-of-use assets was $ 2.5 1.7 The table below reconciles the undiscounted future minimum lease payments under the above noted operating leases to the total operating lease liabilities recognized on the unaudited condensed consolidated balance sheet as of June 30, 2024: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Fiscal year 2024 $ 322,992 Fiscal year 2025 623,749 Fiscal year 2026 639,796 Fiscal year 2027 656,846 Fiscal year 2028 410,516 Thereafter 1,333,849 Less: imputed interest (1,314,278 ) Present value of operating lease liabilities $ 2,673,470 Operating lease expenses were $ 232 206 458 429 Supplemental cash flow information related to operating lease liabilities consisted of the following: SCHEDULE OF CASH FLOW INFORMATION RELATED TO OPERATING LEASE LIABILITIES June 30, 2024 2023 Cash paid for operating lease liabilities $ 399,463 $ 441,290 Supplemental balance sheet information related to operating lease liabilities consisted of the following: June 30, 2024 December 31, 2023 Weighted average remaining lease term in years 7.86 2.18 Weighted average discount rate 12.47 % 7.17 % We have elected to apply the short-term lease exception to the warehouse and fulfillment center spaces we lease in Columbia, Pennsylvania and Lancaster, Pennsylvania. These leases have a term of less than 12 2 3 3 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 - COMMITMENTS AND CONTINGENCIES Royalty Agreements During 2016, Conversion Labs PR entered into a sole and exclusive license, royalty and advisory agreement with Pilaris Laboratories, LLC (“Pilaris”) relating to Pilaris’ PilarisMax shampoo formulation and conditioner. The term of the agreement will be the life of the US Patent held by Pilaris, ten years As consideration for granting Conversion Labs PR this license, Pilaris will receive on quarterly basis, 10 0 5 5 138 During 2018, the Company entered into a license agreement (the “Alphabet Agreement”) with M.ALPHABET, LLC (“Alphabet”), pursuant to which Alphabet agreed to license its PURPUREX business which consists of methods and compositions developed by Alphabet for the treatment of purpura, bruising, post-procedural bruising, and traumatic bruising (the “Product Line”). Pursuant to the license granted under the Alphabet Agreement, Conversion Labs PR obtains an exclusive license to incorporate (i) any intellectual property rights related to the Product Line and (ii) all designs, drawings, formulas, chemical compositions and specifications used or useable in the Product Line into one or more products manufactured, sold, and/or distributed by Alphabet for the treatment of purpura, bruising, post-procedural bruising and traumatic bruising and for all other fields of use or purposes (the “Licensed Product(s)”), and to make, have made, advertise, promote, market, sell, import, export, use, offer to sell, and distribute the Licensed Product(s) throughout the world with the exception of China, Hong Kong, Japan, and Australia (the “License”). The Company shall pay Alphabet a royalty equal to 13% of Gross Receipts (as defined in the Agreement) realized from the sales of Licensed Products. No amounts were earned or owed as of June 30, 2024. 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 June 30, 2024, the Company approximates its implicit purchase commitments to be $ 397 Legal Matters In the normal course of business operations, the Company may become involved in various legal matters. As of June 30, 2024, 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 August 23, 2023, a purported putative class action complaint captioned Marden v. LifeMD, Inc., was filed in the United States District Court for the Southern District of New York (the “Marden Complaint”) against the Company’s RexMD brand. The Marden Complaint alleges, inter alia 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024 and 2023, the Company utilized CloudBoson Technologies Pvt. Ltd. (“CloudBoson”), formerly LegalSubmit Pvt. Ltd. (“LegalSubmit”), a company owned by WorkSimpli’s Chief Software Engineer, to provide software development services. The Company paid CloudBoson a total of $ 803 570 1.9 1.2 56 226 Legal Services During the six months ended June 30, 2024 and 2023, the Company utilized King & Spalding LLP (“King & Spalding”), a large international law firm, for which one of the Company’s Board of Directors’ immediate family members is the Company’s relationship partner, to provide legal services. The Company paid King & Spalding a total of $ 135 0 452 0 92 48 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 375,000 125,000 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 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 Amended Employment Agreement Effective May 1, 2024, Brian Schreiber, Logistics & Fulfillment Advisor, and a relative of the Company’s Chief Executive Officer, entered into an amended employment agreement. Mr. Schreiber’s compensation package was adjusted to reflect the increased scope of his responsibilities. The compensation adjustment, approved by the Compensation Committee of the Board, includes a base salary increase to $ 240 |
SEGMENT DATA
SEGMENT DATA | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 12 – SEGMENT DATA Our portfolio of brands are included within two SCHEDULE OF RELEVANT SEGMENT DATA Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Telehealth Revenue $ 37,432,309 $ 22,351,128 $ 68,273,711 $ 42,553,931 Gross margin 87.8 % 81.5 % 87.2 % 81.1 % Operating loss $ (6,450,682 ) $ (8,141,868 ) $ (13,070,446 ) $ (13,143,226 ) WorkSimpli Revenue $ 13,229,536 $ 13,595,785 $ 26,532,398 $ 26,519,317 Gross margin 96.4 % 96.9 % 96.7 % 97.3 % Operating income $ 145,116 $ 3,246,322 $ 593,635 $ 5,394,870 Consolidated Revenue $ 50,661,845 $ 35,946,913 $ 94,806,109 $ 69,073,248 Gross margin 90.1 % 87.4 % 89.9 % 87.3 % Operating loss $ (6,305,566 ) $ (4,895,546 ) $ (12,476,811 ) $ (7,748,356 ) Operating income (loss) $ (6,305,566 ) $ (4,895,546 ) $ (12,476,811 ) $ (7,748,356 ) Relevant segment data as of June 30, 2024 and December 31, 2023 is as follows: June 30, 2024 December 31, 2023 Total Assets Telehealth $ 53,367,173 $ 48,126,006 WorkSimpli 10,453,316 10,354,703 Consolidated $ 63,820,489 $ 58,480,709 Total Assets $ 63,820,489 $ 58,480,709 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Stock Issued for Service In July 2024, the Company issued 100,000 672 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete audited financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2023, included in our 2023 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results for the year ending December 31, 2024 or for any future period. |
Principles of Consolidation | Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, Consolidation The unaudited condensed 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 73.6 500 74.1 73.3 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 June 30, 2024 and December 31, 2023, 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 determines whether any legal entity in which the Company becomes involved is a variable interest entity (a “VIE”) and subject to consolidation. This determination is based on whether an entity has sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest and whether the interest will absorb portions of a VIE’s expected losses or receive portions of its expected residual returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provides it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. 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 unaudited condensed consolidated financial statements of the Company. There is no non-controlling interest upon consolidation of LifeMD PC. Total revenue for LifeMD PC was approximately $ 13.9 436 21.5 794 10.2 600 15.4 1.6 |
Use of Estimates | Use of Estimates The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include 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. 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 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. Customer discounts, returns and rebates on telehealth revenues approximated $ 1.8 497 2.8 828 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 $ 1.95 676 788 1.4 1.7 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 2.5 10 10 5 2 3 For the three and six months ended June 30, 2024 and 2023, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Three Months Ended June 30, Six Months Ended June 30, 2024 % 2023 % 2024 % 2023 % Telehealth revenue $ 20,519,165 41 % $ 21,915,088 61 % $ 41,784,029 44 % $ 41,760,142 61 % LifeMD PC subscription revenue 13,881,894 27 % 436,040 1 % 21,489,682 23 % 793,789 1 % WorkSimpli revenue 13,229,536 26 % 13,595,785 38 % 26,532,398 28 % 26,519,317 38 % Medifast collaboration revenue 3,031,250 6 % - - % 5,000,000 5 % - - % Total net revenue $ 50,661,845 100 % $ 35,946,913 100 % $ 94,806,109 100 % $ 69,073,248 100 % |
Deferred Revenues | Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. As of June 30, 2024 and December 31, 2023, the Company has accrued contract liabilities, as deferred revenue, of approximately $ 15.2 8.8 11.0 4.2 1.7 2.1 2.5 2.5 Deferred revenue increased by $ 6.4 15.2 8.8 20.7 40.3 The Company expects to recognize all of the deferred revenue related to future performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2024 as revenue by June 30, 2025. The following table summarizes deferred revenue activities for the periods presented: SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Beginning of period $ 13,202,757 $ 5,895,545 $ 8,828,598 $ 5,547,506 Additions 50,449,028 33,760,427 95,042,515 64,965,817 Revenue recognized (48,490,126 ) (33,987,762 ) (88,709,454 ) (64,845,113 ) End of period $ 15,161,659 $ 5,668,210 $ 15,161,659 $ 5,668,210 |
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 on the unaudited condensed consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current operating lease liabilities and noncurrent operating lease liabilities, respectively, on the unaudited condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded in the balance sheet. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable principally consist of amounts due from third-party merchant processors, who process our subscription revenues; the merchant accounts balance receivable represents the charges processed by the merchants that have not yet been deposited with the Company. The unsettled merchant receivable amount normally represents processed sale transactions from the final one to three days of the month, with collections being made by the Company within the first week of the following month. Management determines the need, if any, for an allowance for future credits to be granted to customers, by regularly evaluating aggregate customer refund activity, coupled with the consideration and current economic conditions in its evaluation of an allowance for future refunds and chargebacks. As of June 30, 2024 and December 31, 2023, the reserve for sales returns and allowances was approximately $ 772 528 |
Inventory | Inventory As of June 30, 2024 and December 31, 2023, 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 both June 30, 2024 and December 31, 2023, the Company recorded an inventory reserve of approximately $ 341 356 As of June 30, 2024 and December 31, 2023, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY June 30, December 31, 2024 2023 Finished goods $ 1,022,027 $ 1,216,833 Raw materials and packaging components 1,379,436 1,898,784 Inventory reserve (340,744 ) (355,685 ) Total inventory, net $ 2,060,719 $ 2,759,932 |
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 33 116 486 397 |
Capitalized Software Costs | Capitalized Software Costs The Company capitalizes certain internal payroll costs and third-party costs related to internally developed software and amortizes these costs using the straight-line method over the estimated useful life of the software, generally three years. The Company does not sell internally developed software other than through the use of subscription service. Certain development costs not meeting the criteria for capitalization, in accordance with ASC 350-40 , Internal-Use Software 12.6 11.8 |
Intangible Assets | Intangible Assets 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) three purchased domain names. Intangible assets are amortized over their estimated lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets include equipment 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 June 30, 2024 and December 31, 2023, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. |
Income Taxes | Income Taxes The Company files corporate federal, state and local tax returns. WorkSimpli files a tax return in Puerto Rico. The Company records current and deferred taxes in accordance with ASC 740, Accounting for Income Taxes |
Stock-Based Compensation | Stock-Based Compensation The Company follows the provisions of ASC 718, Share-Based Payment. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting or service period. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s common shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free interest rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures, the Company has elected to account for forfeitures as they occur. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. |
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. In computing diluted EPS, basic EPS is adjusted for the assumed issuance of all potentially dilutive securities. The dilutive effect of call options, warrants and share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of traditional convertible debt and preferred stock is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted EPS calculation for the entire period being presented. 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 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series B Preferred Stock - 1,548,594 - 1,493,991 RSUs and RSAs 2,279,750 2,788,000 2,296,125 2,341,438 Stock options 1,527,000 3,463,753 1,843,375 3,667,003 Warrants 1,743,730 4,827,380 2,068,419 4,827,380 Convertible long-term debt 671,141 1,342,282 671,141 1,342,282 Potentially dilutive securities 6,221,621 13,970,009 6,879,060 13,672,094 |
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. The Company’s Chief Executive Officer is the chief operating decision maker and is responsible for reviewing segment operating results 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, and 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 June 30, 2024, we utilized four (4) suppliers for fulfillment services, ten (10) suppliers for manufacturing finished goods, seven (7) suppliers for packaging, bottling, and labeling, and seven (7) suppliers for prescription medications. 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. |
Recent Accounting Pronouncements | 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 unaudited condensed consolidated financial statements upon adoption. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DISAGGREGATED REVENUE | For the three and six months ended June 30, 2024 and 2023, the Company had the following disaggregated revenue: SCHEDULE OF DISAGGREGATED REVENUE Three Months Ended June 30, Six Months Ended June 30, 2024 % 2023 % 2024 % 2023 % Telehealth revenue $ 20,519,165 41 % $ 21,915,088 61 % $ 41,784,029 44 % $ 41,760,142 61 % LifeMD PC subscription revenue 13,881,894 27 % 436,040 1 % 21,489,682 23 % 793,789 1 % WorkSimpli revenue 13,229,536 26 % 13,595,785 38 % 26,532,398 28 % 26,519,317 38 % Medifast collaboration revenue 3,031,250 6 % - - % 5,000,000 5 % - - % Total net revenue $ 50,661,845 100 % $ 35,946,913 100 % $ 94,806,109 100 % $ 69,073,248 100 % |
SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY | The following table summarizes deferred revenue activities for the periods presented: SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Beginning of period $ 13,202,757 $ 5,895,545 $ 8,828,598 $ 5,547,506 Additions 50,449,028 33,760,427 95,042,515 64,965,817 Revenue recognized (48,490,126 ) (33,987,762 ) (88,709,454 ) (64,845,113 ) End of period $ 15,161,659 $ 5,668,210 $ 15,161,659 $ 5,668,210 |
SUMMARY OF INVENTORY | As of June 30, 2024 and December 31, 2023, the Company’s inventory consisted of the following: SUMMARY OF INVENTORY June 30, December 31, 2024 2023 Finished goods $ 1,022,027 $ 1,216,833 Raw materials and packaging components 1,379,436 1,898,784 Inventory reserve (340,744 ) (355,685 ) Total inventory, net $ 2,060,719 $ 2,759,932 |
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 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series B Preferred Stock - 1,548,594 - 1,493,991 RSUs and RSAs 2,279,750 2,788,000 2,296,125 2,341,438 Stock options 1,527,000 3,463,753 1,843,375 3,667,003 Warrants 1,743,730 4,827,380 2,068,419 4,827,380 Convertible long-term debt 671,141 1,342,282 671,141 1,342,282 Potentially dilutive securities 6,221,621 13,970,009 6,879,060 13,672,094 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | As of June 30, 2024 and December 31, 2023, the Company has the following amounts related to amortizable intangible assets: SCHEDULE OF INTANGIBLE ASSETS June 30, December 31, Amortizable 2024 2023 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 173,535 171,599 3 Amortizable intangible assets 173,535 171,599 3 years Less: accumulated amortization (3,507,467 ) (3,015,435 ) Total intangible assets, net $ 2,519,167 $ 3,009,263 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | As of June 30, 2024 and December 31, 2023, the Company has the following amounts related to accrued expenses: SCHEDULE OF ACCRUED EXPENSES June 30, December 31, 2024 2023 Accrued selling and marketing expenses $ 7,745,289 $ 5,198,123 Accrued compensation 1,867,656 3,003,007 Sales tax payable 2,267,447 2,501,035 Accrued dividends payable 776,562 776,563 Purchase price payable - 641,042 Other accrued expenses 2,094,547 1,817,724 Total accrued expenses $ 14,751,501 $ 13,937,494 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE | The following is a summary of outstanding and exercisable warrants activity during the six months ended June 30, 2024: 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, 2023 4,730,607 $ 1.24 12.00 3.95 $ 4.81 Exercised (2,986,877 ) 1.40 5.75 3.63 4.90 Balance at June 30, 2024 1,743,730 $ 1.24 12.00 3.16 $ 4.65 Exercisable December 31, 2023 4,730,607 $ 1.24 12.00 3.95 $ 4.80 Exercisable June 30, 2024 1,743,730 $ 1.24 12.00 3.16 $ 4.63 |
Service-Based Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | The following is a summary of outstanding service-based options activity (prior to the establishment of our Amended 2020 Plan above) for the six months ended June 30, 2024: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2023 1,124,333 $ 1.00 11.98 4.60 $ 3.69 Granted - - - - Exercised (222,000 ) 1.00 6.25 3.17 2.24 Cancelled/Forfeited/Expired (20,000 ) 1.40 1.40 1.40 Balance at June 30, 2024 882,333 $ 1.00 11.98 4.46 $ 4.11 Exercisable December 31, 2023 1,090,083 $ 1.00 11.98 4.62 $ 3.66 Exercisable at June 30, 2024 870,037 $ 1.00 11.98 4.48 $ 4.12 |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | The following is a summary of outstanding performance-based options activity for the six months ended June 30, 2024: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2023 485,000 $ 1.25 2.50 4.13 $ 1.56 Granted - - - - Exercised (395,000 ) 1.50 2.00 3.82 1.53 Balance at June 30, 2024 90,000 $ 1.25 2.50 2.81 $ 1.69 Exercisable December 31, 2023 420,000 $ 1.50 2.50 4.20 $ 1.56 Exercisable at June 30, 2024 25,000 $ 1.75 2.50 1.90 $ 2.05 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY | The following is a summary of outstanding RSUs and RSAs activity (outside of our Amended 2020 Plan) for the six months ended June 30, 2024: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Balance at December 31, 2023 550,000 Granted - Vested (125,000 ) Balance at June 30, 2024 425,000 |
Restricted Stock Units (RSUs) [Member] | 2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY | The following is a summary of outstanding RSUs and RSAs activity under our Amended 2020 Plan for the six months ended June 30, 2024: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSU Outstanding Balance at December 31, 2023 3,194,375 Granted 528,500 Vested (1,107,875 ) Cancelled/Forfeited (450,000 ) Balance at June 30, 2024 2,165,000 |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | Previously, the Company had granted service-based stock options and performance-based stock options separate from the Amended 2020 Plan. The following is a summary of outstanding options activity under our Amended 2020 Plan for the six months ended June 30, 2024: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2023 726,889 $ 1.84 13.74 6.11 $ 8.08 Granted - - - - Exercised (172,222 ) 6.00 7.50 6.36 6.44 Balance at June 30, 2024 554,667 $ 1.84 13.74 5.38 $ 8.59 Exercisable at December 31, 2023 604,758 $ 1.84 13.74 6.23 $ 8.44 Exercisable at June 30, 2024 511,953 $ 1.84 13.74 5.49 $ 8.99 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024: SCHEDULE OF OPERATING RIGHT OF USE OF ASSETS Operating right-of-use assets $ 2,534,731 Operating lease liabilities –- current $ 337,276 Operating lease liabilities – noncurrent $ 2,336,194 |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES | The table below reconciles the undiscounted future minimum lease payments under the above noted operating leases to the total operating lease liabilities recognized on the unaudited condensed consolidated balance sheet as of June 30, 2024: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Fiscal year 2024 $ 322,992 Fiscal year 2025 623,749 Fiscal year 2026 639,796 Fiscal year 2027 656,846 Fiscal year 2028 410,516 Thereafter 1,333,849 Less: imputed interest (1,314,278 ) Present value of operating lease liabilities $ 2,673,470 |
SCHEDULE OF CASH FLOW INFORMATION RELATED TO OPERATING LEASE LIABILITIES | Supplemental cash flow information related to operating lease liabilities consisted of the following: SCHEDULE OF CASH FLOW INFORMATION RELATED TO OPERATING LEASE LIABILITIES June 30, 2024 2023 Cash paid for operating lease liabilities $ 399,463 $ 441,290 Supplemental balance sheet information related to operating lease liabilities consisted of the following: June 30, 2024 December 31, 2023 Weighted average remaining lease term in years 7.86 2.18 Weighted average discount rate 12.47 % 7.17 % |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
SCHEDULE OF RELEVANT SEGMENT DATA | SCHEDULE OF RELEVANT SEGMENT DATA Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Telehealth Revenue $ 37,432,309 $ 22,351,128 $ 68,273,711 $ 42,553,931 Gross margin 87.8 % 81.5 % 87.2 % 81.1 % Operating loss $ (6,450,682 ) $ (8,141,868 ) $ (13,070,446 ) $ (13,143,226 ) WorkSimpli Revenue $ 13,229,536 $ 13,595,785 $ 26,532,398 $ 26,519,317 Gross margin 96.4 % 96.9 % 96.7 % 97.3 % Operating income $ 145,116 $ 3,246,322 $ 593,635 $ 5,394,870 Consolidated Revenue $ 50,661,845 $ 35,946,913 $ 94,806,109 $ 69,073,248 Gross margin 90.1 % 87.4 % 89.9 % 87.3 % Operating loss $ (6,305,566 ) $ (4,895,546 ) $ (12,476,811 ) $ (7,748,356 ) Operating income (loss) $ (6,305,566 ) $ (4,895,546 ) $ (12,476,811 ) $ (7,748,356 ) Relevant segment data as of June 30, 2024 and December 31, 2023 is as follows: June 30, 2024 December 31, 2023 Total Assets Telehealth $ 53,367,173 $ 48,126,006 WorkSimpli 10,453,316 10,354,703 Consolidated $ 63,820,489 $ 58,480,709 Total Assets $ 63,820,489 $ 58,480,709 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Jul. 07, 2024 | Jun. 07, 2024 | Jan. 16, 2024 | Dec. 11, 2023 | Oct. 17, 2023 | Sep. 26, 2023 | Jul. 17, 2023 | Apr. 17, 2023 | Mar. 31, 2023 | Mar. 21, 2023 | Feb. 06, 2023 | Feb. 04, 2023 | Jan. 18, 2022 | Feb. 28, 2022 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Aug. 07, 2024 | Mar. 21, 2024 | Dec. 12, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 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 | ||||||||||||||||||||||||||||
Milestone payments | 3,460,000 | ||||||||||||||||||||||||||||
Conversion of stock converted | 507,000 | ||||||||||||||||||||||||||||
Asset acquisition closing | $ 63,000 | ||||||||||||||||||||||||||||
Retained Earnings (Accumulated Deficit) | $ 229,462,356 | $ 229,462,356 | $ 214,265,236 | ||||||||||||||||||||||||||
Working capital | 35,700,000 | 35,700,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||
Cash | $ 29,100,000 | ||||||||||||||||||||||||||||
Shares and Securities [Member] | |||||||||||||||||||||||||||||
Raise up funds | $ 150,000,000 | $ 150,000,000 | |||||||||||||||||||||||||||
Avenue [Member] | |||||||||||||||||||||||||||||
Warrants to purchase | $ 1,200,000 | ||||||||||||||||||||||||||||
Warrants exercise price | $ 1.24 | ||||||||||||||||||||||||||||
Debt conversion amount | $ 2,000,000 | ||||||||||||||||||||||||||||
Conversion price | $ 1.49 | ||||||||||||||||||||||||||||
Medifast Inc [Member] | |||||||||||||||||||||||||||||
Payments to acquire businesses, gross | 3,000,000 | $ 2,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||
Collaboration amount | $ 10,000,000 | $ 5,000,000 | |||||||||||||||||||||||||||
Consideration to be transferred | 2,500,000 | $ 2,500,000 | |||||||||||||||||||||||||||
Avenue Facility [Member] | |||||||||||||||||||||||||||||
Credit facility | $ 40,000,000 | $ 2,000,000 | $ 2,000,000 | $ 40,000,000 | |||||||||||||||||||||||||
Proceeds from line of credit | $ 5,000,000 | 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 | ||||||||||||||||||||||||||||
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 Installment [Member] | |||||||||||||||||||||||||||||
Stock issued during period shares new issues | 158,129 | ||||||||||||||||||||||||||||
Fourth of Five Quarterly Installment [Member] | |||||||||||||||||||||||||||||
Stock issued during period shares new issues | 117,583 | ||||||||||||||||||||||||||||
Fifth Quarterly Installment [Member] | |||||||||||||||||||||||||||||
Stock issued during period shares new issues | 95,821 | ||||||||||||||||||||||||||||
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 Agreement [Member] | |||||||||||||||||||||||||||||
Payments to acquire businesses, net of cash acquired | $ 250,000 | ||||||||||||||||||||||||||||
Payments to acquire businesses, gross | 460,000 | ||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Payments to acquire businesses, net of cash acquired | $ 3,670,000 | ||||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Consideration paid | 4,000,000 | $ 500,000 | |||||||||||||||||||||||||||
Business acquisition periodic payments | $ 500,000 | ||||||||||||||||||||||||||||
Percentage of payment acquisition | 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 from issuance of common stock | $ 53,300,000 | ||||||||||||||||||||||||||||
Proceeds from sale of securities | $ 53,300,000 | 53,300,000 | |||||||||||||||||||||||||||
2024 Shelf [Member] | |||||||||||||||||||||||||||||
Proceeds from sale of securities | $ 150,000,000 | ||||||||||||||||||||||||||||
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 | 74.10% | 73.30% | 73.30% | 73.60% | 85.60% | 85.60% | 51% | ||||||||||||||||||||||
Number of membership interest units redeemed | 500 | ||||||||||||||||||||||||||||
Conversion Labs PR LLC [Member] | Option Agreement [Member] | |||||||||||||||||||||||||||||
Ownership interest | 73.30% | ||||||||||||||||||||||||||||
Conversion Labs PR LLC [Member] | Option Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Ownership interest | 74.10% | 85.60% | |||||||||||||||||||||||||||
Conversion Labs PR LLC [Member] | Option Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Ownership interest | 73.30% | 73.60% |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Total net revenue | $ 50,661,845 | $ 35,946,913 | $ 94,806,109 | $ 69,073,248 |
Total net revenue, percent | 100% | 100% | 100% | 100% |
Telehealth [Member] | ||||
Total net revenue | $ 20,519,165 | $ 21,915,088 | $ 41,784,029 | $ 41,760,142 |
Total net revenue, percent | 41% | 61% | 44% | 61% |
LifeMD PC Subscription Revenue [Member] | ||||
Total net revenue | $ 13,881,894 | $ 436,040 | $ 21,489,682 | $ 793,789 |
Total net revenue, percent | 27% | 1% | 23% | 1% |
WorkSimpli [Member] | ||||
Total net revenue | $ 13,229,536 | $ 13,595,785 | $ 26,532,398 | $ 26,519,317 |
Total net revenue, percent | 26% | 38% | 28% | 38% |
Medifast Collaboration Revenue [Member] | ||||
Total net revenue | $ 3,031,250 | $ 5,000,000 | ||
Total net revenue, percent | 6% | 5% |
SCHEDULE OF CONTRACT WITH CUSTO
SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||||
Beginning of period | $ 13,202,757 | $ 5,895,545 | $ 8,828,598 | $ 5,547,506 |
Additions | 50,449,028 | 33,760,427 | 95,042,515 | 64,965,817 |
Revenue recognized | (48,490,126) | (33,987,762) | (88,709,454) | (64,845,113) |
End of period | $ 15,161,659 | $ 5,668,210 | $ 15,161,659 | $ 5,668,210 |
SUMMARY OF INVENTORY (Details)
SUMMARY OF INVENTORY (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Finished goods | $ 1,022,027 | $ 1,216,833 |
Raw materials and packaging components | 1,379,436 | 1,898,784 |
Inventory reserve | (340,744) | (355,685) |
Total inventory, net | $ 2,060,719 | $ 2,759,932 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Potentially dilutive securities | 6,221,621 | 13,970,009 | 6,879,060 | 13,672,094 |
RSUs and RSAs [Member] | ||||
Potentially dilutive securities | 2,279,750 | 2,788,000 | 2,296,125 | 2,341,438 |
Share-Based Payment Arrangement, Option [Member] | ||||
Potentially dilutive securities | 1,527,000 | 3,463,753 | 1,843,375 | 3,667,003 |
Warrant [Member] | ||||
Potentially dilutive securities | 1,743,730 | 4,827,380 | 2,068,419 | 4,827,380 |
Convertible Long Term Debt [Member] | ||||
Potentially dilutive securities | 671,141 | 1,342,282 | 671,141 | 1,342,282 |
Series B Convertible Preferred Stock [Member] | ||||
Potentially dilutive securities | 1,548,594 | 1,493,991 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 12, 2023 | Dec. 11, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 22, 2021 | Jun. 30, 2018 | |
Product Information [Line Items] | |||||||||||||
Net loss | $ (6,875,640) | $ (6,733,000) | $ (13,643,995) | $ (10,741,456) | |||||||||
Subscription price per share | $ 1.95 | $ 1.95 | |||||||||||
Deferred revenue | $ 15,200,000 | $ 15,200,000 | $ 8,800,000 | ||||||||||
Increase in deferred revenue | 6,400,000 | 6,400,000 | |||||||||||
Subscription revenue | 20,700,000 | ||||||||||||
Deferred revenue | 40,300,000 | 40,300,000 | |||||||||||
Sales returns and allowances | 772,000 | 772,000 | 528,000 | ||||||||||
Inventory reserve | 340,744 | 340,744 | 355,685 | ||||||||||
Deposits assets, current | 116,134 | 116,134 | 485,850 | ||||||||||
Purchase obligation | 397,000 | 397,000 | |||||||||||
Capitalized software costs | $ 12,573,579 | $ 12,573,579 | 11,795,979 | ||||||||||
Minimum [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Percentage of interest-bearing domestic deposits | 10% | 10% | |||||||||||
Maximum [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Percentage of interest-bearing domestic deposits | 33% | 33% | |||||||||||
Product [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Customer discounts and allowance | $ 1,800,000 | 497,000 | $ 2,800,000 | 828,000 | |||||||||
Software Revenue [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Customer discounts and allowance | 676,000 | 788,000 | 1,400,000 | 1,700,000 | |||||||||
TeleHealth in Process [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Accrued contract liabilities | 11,000,000 | 11,000,000 | 4,200,000 | ||||||||||
Accrued contract liabilities | 1,700,000 | 1,700,000 | 2,100,000 | ||||||||||
WorkSimpli in Process [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Accrued contract liabilities | 2,500,000 | 2,500,000 | 2,500,000 | ||||||||||
LifeMD PC [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Revenues | 13,900,000 | 436,000 | 21,500,000 | 794,000 | |||||||||
Net loss | 10,200,000 | $ 600,000 | $ 15,400,000 | $ 1,600,000 | |||||||||
Medifast Inc [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Transaction amount | $ 5,000,000 | $ 10,000,000 | |||||||||||
Consideration to be transferred | 2,500,000 | $ 2,500,000 | |||||||||||
Transaction amount collected | $ 3,000,000 | $ 2,000,000 | $ 5,000,000 | ||||||||||
WorkSimpli Software LLC [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Ownership Interest | 74.10% | 73.30% | 73.30% | 73.30% | 73.60% | 85.60% | 85.60% | 51% | |||||
Number of membership interest units redeemed | 500 | ||||||||||||
WorkSimpli Software LLC [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Non-controlling interest rate | 34.60% |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||
Jan. 16, 2024 | Oct. 17, 2023 | Jul. 17, 2023 | Apr. 17, 2023 | Feb. 06, 2023 | Feb. 04, 2023 | Jan. 18, 2022 | Feb. 28, 2022 | Jun. 30, 2024 | |
Asset Acquisition [Line Items] | |||||||||
Payments to acquire businesses, net of cash acquired | $ 460 | ||||||||
Acquisition closing | $ 63 | ||||||||
ResumeBuild [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Business combination, contingent consideration, asset | 500 | ||||||||
ResumeBuild [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Asset acquisition, price of acquisition, expected | 4,500 | ||||||||
First of Five Quarterly Installment [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Stock issued during period shares new issues | 337,895 | ||||||||
Second of Five Quarterly Installment [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Stock issued during period shares new issues | 455,319 | ||||||||
Third of Five Quarterly Installment [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Stock issued during period shares new issues | 158,129 | ||||||||
Fourth of Five Quarterly Installment [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Stock issued during period shares new issues | 117,583 | ||||||||
Fifth Quarterly Installment [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Stock issued during period shares new issues | 95,821 | ||||||||
Stock Purchase Agreement [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Payments to acquire businesses, net of cash acquired | $ 250 | ||||||||
Payments to acquire businesses, gross | 460 | ||||||||
Stock Purchase Agreement [Member] | Minimum [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Payments to acquire businesses, net of cash acquired | $ 3,670 | ||||||||
Asset Purchase Agreement [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Consideration paid | $ 4,000 | $ 500 | |||||||
Payment acquisition | 15% |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (3,507,467) | $ (3,015,435) |
Total intangible assets, net | 2,519,167 | 3,009,263 |
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 | $ 173,535 | $ 171,599 |
Amortizable Life | 3 years |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 246,000 | $ 246,000 | $ 492,032 | $ 479,528 |
Remainder of 2024 | 491,000 | 491,000 | ||
2025 | 977,000 | 977,000 | ||
2026 | 939,000 | 939,000 | ||
2027 | $ 113,000 | $ 113,000 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued selling and marketing expenses | $ 7,745,289 | $ 5,198,123 |
Accrued compensation | 1,867,656 | 3,003,007 |
Sales tax payable | 2,267,447 | 2,501,035 |
Accrued dividends payable | 776,562 | 776,563 |
Purchase price payable | 641,042 | |
Other accrued expenses | 2,094,547 | 1,817,724 |
Total accrued expenses | $ 14,751,501 | $ 13,937,494 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 21, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||||||||
Interest expense | $ 531,468 | $ 995,670 | $ 1,009,146 | $ 1,260,135 | |||||
Notes payable | 13,000 | 13,000 | $ 217,000 | ||||||
Gains losses on extinguishment of debt | (325,198) | ||||||||
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 | 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 | ||||||||
Gains losses on extinguishment of debt | $ 325,000 | ||||||||
Prepaid insurance | 348,000 | ||||||||
Working Capital Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | 2,000 | $ 13,000 | 7,000 | $ 34,000 | |||||
Working Capital Loan [Member] | Amazon [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from short term loan | $ 976,000 | ||||||||
Interest expense | $ 62,000 | ||||||||
Notes payable | $ 0 | $ 0 | $ 111,000 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Sep. 26, 2023 | Mar. 21, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 21, 2024 | |
Line of Credit Facility [Line Items] | |||||||
Amortization of debt discount premium | $ 100,000 | $ 115,000 | $ 200,888 | $ 153,842 | |||
Principal payment to be paid in 2024 | 1,600,000 | 1,600,000 | |||||
Principal payment to be paid in 2025 | 9,500,000 | 9,500,000 | |||||
Principal payment to be paid in 2026 | 7,900,000 | $ 7,900,000 | |||||
Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Prepayment penalty percentage | 1% | ||||||
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 | ||||||
Exercise price | $ 1.24 | ||||||
Fair value of warrants | $ 873,000 | ||||||
Debt conversion amount | $ 2,000,000 | ||||||
Conversion price per share | $ 1.49 | ||||||
Avenue Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility | $ 40,000,000 | 2,000,000 | $ 2,000,000 | $ 40,000,000 | |||
Line of credit | $ 5,000,000 | 15,000,000 | |||||
Line of credit | 20,000,000 | ||||||
Warrant to purchase stock | $ 1,200,000 | ||||||
Exercise price | $ 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%. As of June 30, 2024, the interest rate was 13.25%. Payments are interest only until November 2024. | ||||||
Debt instrument, face amount | 19,000,000 | $ 19,000,000 | |||||
Interest expense, debt | $ 674,000 | $ 598,000 | $ 1,400,000 | $ 694,000 | |||
Avenue Facility [Member] | Series B Preferred Stock [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Liquidation value | $ 5,000,000 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options Outstanding Number of Shares, Exercised | $ 100,000 | $ 7,813 | ||
Service-Based Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted Average Remaining Contractual Life | 4 years 5 months 15 days | 4 years 7 months 6 days | ||
Weighted Average Exercise Price per Share Beginning | $ 3.69 | $ 3.69 | ||
Options Outstanding Number of Shares Granted | ||||
Exercise Price per Share Granted | ||||
Weighted Average Exercise Price per Share Granted | ||||
Weighted Average Remaining Contractual Life, Exercised | 3 years 2 months 1 day | |||
Weighted Average Exercise Price per Share Ending | $ 4.11 | $ 4.11 | $ 3.69 | |
Options Outstanding Number of Shares Exercisable Ending | 870,037 | 870,037 | 1,090,083 | |
Weighted Average Remaining Contractual Life Ending | 4 years 5 months 23 days | 4 years 7 months 13 days | ||
Weighted Average Exercise Price per Share Exercisable Ending | $ 4.12 | $ 4.12 | $ 3.66 | |
Options Outstanding Number of Shares Beginning | 1,124,333 | 1,124,333 | ||
Options Outstanding Number of Shares, Exercised | $ (222,000) | |||
Options Outstanding Weighted Average Exercise Price Per Share, Exercised | $ 2.24 | |||
Options Outstanding Number of Shares, Cancelled/Forfeited/Expired | (20,000) | |||
Options Outstanding Weighted Average Exercise Price Per Share, Cancelled/Forfeited/Expired | $ 1.40 | |||
Options Outstanding Number of Shares Ending | 882,333 | 882,333 | 1,124,333 | |
Performance Shares [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted Average Remaining Contractual Life | 2 years 9 months 21 days | 4 years 1 month 17 days | ||
Weighted Average Exercise Price per Share Beginning | $ 1.56 | $ 1.56 | ||
Options Outstanding Number of Shares Granted | ||||
Exercise Price per Share Granted | ||||
Weighted Average Exercise Price per Share Granted | ||||
Weighted Average Exercise Price per Share Exercised | 1.53 | |||
Weighted Average Exercise Price per Share Ending | $ 1.69 | $ 1.69 | $ 1.56 | |
Options Outstanding Number of Shares Exercisable Ending | 25,000 | 25,000 | 420,000 | |
Weighted Average Remaining Contractual Life Ending | 1 year 10 months 24 days | 4 years 2 months 12 days | ||
Weighted Average Exercise Price per Share Exercisable Ending | $ 2.05 | $ 2.05 | $ 1.56 | |
Options Outstanding Number of Shares Beginning | 485,000 | 485,000 | ||
Options Outstanding Number of Shares Ending | 90,000 | 90,000 | 485,000 | |
Options Outstanding Number of Shares Exercised | (395,000) | |||
Weighted Average Remaining Contractual Life Exercised | 3 years 9 months 25 days | |||
Minimum [Member] | 2020 Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price per Share Ending | $ 1.84 | $ 1.84 | ||
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 Exercised | 1 | |||
Exercise Price per Share Ending | 1 | 1 | $ 1 | |
Exercise Price per Share Exercisable Ending | 1 | 1 | 1 | |
Options Outstanding Exercise Price Per Share, Cancelled/Forfeited/Expired | 1.40 | |||
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 Exercised | 1.50 | |||
Exercise Price per Share Ending | 1.25 | 1.25 | 1.25 | |
Exercise Price per Share Exercisable Ending | 1.75 | 1.75 | 1.50 | |
Maximum [Member] | 2020 Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price per Share Ending | 13.74 | 13.74 | ||
Maximum [Member] | Service-Based Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price per Share Beginning | 11.98 | 11.98 | ||
Exercise Price per Share Exercised | 6.25 | |||
Exercise Price per Share Ending | 11.98 | 11.98 | 11.98 | |
Exercise Price per Share Exercisable Ending | 11.98 | 11.98 | 11.98 | |
Options Outstanding Exercise Price Per Share, Cancelled/Forfeited/Expired | 1.40 | |||
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 Exercised | 2 | |||
Exercise Price per Share Ending | 2.50 | 2.50 | 2.50 | |
Exercise Price per Share Exercisable Ending | $ 2.50 | $ 2.50 | $ 2.50 | |
2020 Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Outstanding number of shares, beginning balance | 726,889 | 726,889 | ||
Weighted Average Remaining Contractual Life | 5 years 4 months 17 days | 6 years 1 month 9 days | ||
Weighted Average Exercise Price per Share Beginning | $ 8.08 | $ 8.08 | ||
Options Outstanding Number of Shares Granted | ||||
Exercise Price per Share Granted | ||||
Weighted Average Exercise Price per Share Granted | ||||
Outstanding number of shares, exercised | (172,222) | |||
Weighted Average Remaining Contractual Life, Exercised | 6 years 4 months 9 days | |||
Weighted Average Exercise Price per Share Exercised | $ 6.44 | |||
Outstanding number of shares, ending balance | 554,667 | 554,667 | 726,889 | |
Weighted Average Exercise Price per Share Ending | $ 8.59 | $ 8.59 | $ 8.08 | |
Options Outstanding Number of Shares Exercisable Ending | 511,953 | 511,953 | 604,758 | |
Weighted Average Remaining Contractual Life Ending | 5 years 5 months 26 days | 6 years 2 months 23 days | ||
Weighted Average Exercise Price per Share Exercisable Ending | $ 8.99 | $ 8.99 | $ 8.44 | |
2020 Plan [Member] | Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price per Share Beginning | 1.84 | 1.84 | ||
Exercise Price per Share Exercised | 6 | |||
Exercise Price per Share Ending | 1.84 | |||
Exercise Price per Share Exercisable Ending | 1.84 | 1.84 | 1.84 | |
2020 Plan [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price per Share Beginning | $ 13.74 | 13.74 | ||
Exercise Price per Share Exercised | 7.50 | |||
Exercise Price per Share Ending | 13.74 | |||
Exercise Price per Share Exercisable Ending | $ 13.74 | $ 13.74 | $ 13.74 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2024 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
RSU Outstanding Number of Shares, Beginning | 550,000 |
RSU Outstanding Number of Shares, Granted | |
RSU Outstanding Number of Shares, Vested | (125,000) |
RSU Outstanding Number of Shares, Ending | 425,000 |
2020 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
RSU Outstanding Number of Shares, Beginning | 3,194,375 |
RSU Outstanding Number of Shares, Granted | 528,500 |
RSU Outstanding Number of Shares, Vested | (1,107,875) |
RSU Outstanding Number of Shares, Forfeited | (450,000) |
RSU Outstanding Number of Shares, Ending | 2,165,000 |
SCHEDULE OF WARRANT OUTSTANDING
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE (Details) - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Outstanding number of shares, beginning balance | 4,730,607 | |
Weighted average remaining contractual life ending | 3 years 1 month 28 days | 3 years 11 months 12 days |
Weighted average exercise price per share beginning | $ 4.81 | |
Outstanding number of shares, exercised | (2,986,877) | |
Weighted average remaining contractual life, exercised | 3 years 7 months 17 days | |
Weighted average exercise price per share, exercised | $ 4.90 | |
Outstanding number of shares, ending balance | 1,743,730 | 4,730,607 |
Weighted average exercise price per share beginning | $ 4.65 | $ 4.81 |
Outstanding number of shares, exercisable, ending | 1,743,730 | 4,730,607 |
Weighted average remaining contractual life, exercisable, ending | 3 years 1 month 28 days | 3 years 11 months 12 days |
Weighted average exercise price per share exercisable ending | $ 4.63 | $ 4.80 |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share, beginning balance | 1.24 | |
Exercise price per share, exercised | 1.40 | |
Exercise price per share, ending balance | 1.24 | 1.24 |
Exercise price per share, exercisable, ending | 1.24 | 1.24 |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share, beginning balance | 12 | |
Exercise price per share, exercised | 5.75 | |
Exercise price per share, ending balance | 12 | 12 |
Exercise price per share, exercisable, ending | $ 12 | $ 12 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||||||
Jun. 07, 2024 | Jan. 16, 2024 | Oct. 17, 2023 | Jul. 17, 2023 | Apr. 17, 2023 | Mar. 31, 2023 | Feb. 06, 2023 | Feb. 04, 2023 | Jul. 31, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 07, 2024 | Jul. 01, 2024 | Jun. 14, 2024 | Dec. 31, 2023 | Sep. 30, 2022 | Jun. 16, 2022 | Dec. 31, 2021 | Jun. 24, 2021 | Feb. 22, 2021 | Jan. 22, 2021 | Jan. 08, 2021 | Jan. 01, 2021 | Jun. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||
Undesignated preferred stock | 3,385,000 | 3,385,000 | ||||||||||||||||||||||||||
Cash proceeds | $ 107,813 | |||||||||||||||||||||||||||
Fair value of stock issued | 642,000 | 1,284,000 | ||||||||||||||||||||||||||
Net income attributed to the non-controlling interest | $ 38,606 | $ 841,784 | 158,038 | 1,407,767 | ||||||||||||||||||||||||
Distribution to non-controlling shareholders | $ 36,000 | $ 36,000 | 36,000 | $ 36,000 | $ 72,000 | 72,000 | ||||||||||||||||||||||
2020 Plan [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 62,781 | |||||||||||||||||||||||||||
Issuance of share based compensation | 8,100,000 | 8,100,000 | 1,500,000 | |||||||||||||||||||||||||
Number of shares available for issuance | 3,000,000 | 1,500,000 | 1,500,000 | 150,000 | ||||||||||||||||||||||||
Remaining authorization of shares | 3,133,111 | 3,133,111 | ||||||||||||||||||||||||||
Fair value of options granted | $ 397,000 | $ 1,200,000 | $ 1,100,000 | $ 2,300,000 | ||||||||||||||||||||||||
Unamortized expense | 169,000 | $ 169,000 | ||||||||||||||||||||||||||
Number of share based compensation option exercised for cashless | 172,222 | |||||||||||||||||||||||||||
Options outstanding intrinsic value | 475,000 | $ 475,000 | ||||||||||||||||||||||||||
WorkSimpli Software LLC [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 74.10% | 73.30% | 74.10% | 73.30% | 73.30% | 73.60% | 85.60% | 85.60% | 51% | |||||||||||||||||||
Number of membership interest units redeemed | 500 | |||||||||||||||||||||||||||
Dividend payable | $ 11.20 | $ 22.40 | $ 22.40 | |||||||||||||||||||||||||
Dividend declared to noncontrolling interest | 228,000 | $ 267,000 | $ 534,000 | $ 495,000 | $ 534,000 | |||||||||||||||||||||||
WorkSimpli Software LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Dividend payable | $ 9.05 | |||||||||||||||||||||||||||
WorkSimpli Software LLC [Member] | Dividends Paid [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Dividend payable date | Apr. 10, 2024 | |||||||||||||||||||||||||||
WorkSimpli Software LLC [Member] | Dividends Paid 2024 [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Dividend payable date | Jul. 01, 2024 | |||||||||||||||||||||||||||
WorkSimpli Software LLC [Member] | Dividends Paid 2023 [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Dividend payable date | Jul. 03, 2023 | |||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common stock share service | 1,085,625 | |||||||||||||||||||||||||||
First of Five Quarterly Installment [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 337,895 | |||||||||||||||||||||||||||
Second of Five Quarterly Installment [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 455,319 | |||||||||||||||||||||||||||
Third of Five Quarterly Installment [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 158,129 | |||||||||||||||||||||||||||
Fourth of Five Quarterly Installment [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 117,583 | |||||||||||||||||||||||||||
Fifth Quarterly Installment [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 95,821 | |||||||||||||||||||||||||||
Service-Based Stock Options [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 134,302 | |||||||||||||||||||||||||||
Unamortized expense | 50,000 | $ 50,000 | ||||||||||||||||||||||||||
Number of share based compensation option exercised for cashless | 170,750 | |||||||||||||||||||||||||||
Options outstanding intrinsic value | 2,600,000 | $ 2,600,000 | ||||||||||||||||||||||||||
Share based compensation | 49,000 | 505,000 | $ 241,000 | $ 1,100,000 | ||||||||||||||||||||||||
Number of share based compensation option exercised for cash | 51,250 | |||||||||||||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of stock issued for option exercise | 395,000 | |||||||||||||||||||||||||||
Number of shares issued | 315,694 | |||||||||||||||||||||||||||
Number of share based compensation option exercised for cashless | 370,000 | |||||||||||||||||||||||||||
Options outstanding intrinsic value | 120,000 | $ 120,000 | ||||||||||||||||||||||||||
Number of share based compensation option exercised for cash | 25,000 | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Unamortized expense | 300,000 | $ 300,000 | ||||||||||||||||||||||||||
Share based compensation | 255,000 | 285,000 | $ 510,000 | $ 589,000 | ||||||||||||||||||||||||
Fair value | ||||||||||||||||||||||||||||
Shares vested, issued | 125,000 | 125,000 | ||||||||||||||||||||||||||
Warrant and Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Share based compensation | 4,200,000 | $ 2,900,000 | $ 6,700,000 | $ 5,500,000 | ||||||||||||||||||||||||
Unamortized expenses | 5,000,000 | |||||||||||||||||||||||||||
ATM Sales Agreement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Offering price | $ 53,300,000 | 53,300,000 | ||||||||||||||||||||||||||
Shelf Agreement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Proceeds from sale of securities | 150,000,000 | |||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Payments to acquire businesses, gross | $ 460,000 | |||||||||||||||||||||||||||
Fair value of stock issued | $ 3,200,000 | |||||||||||||||||||||||||||
Option Agreement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Tranchee shares membership interest | 889 | 889 | ||||||||||||||||||||||||||
Purchase price per membership interest | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||
Option Agreement [Member] | Conversion Labs PR LLC [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 73.30% | 73.30% | ||||||||||||||||||||||||||
Option Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Tranchee shares membership interest | 10,300 | |||||||||||||||||||||||||||
Option Agreement [Member] | Minimum [Member] | Conversion Labs PR LLC [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 74.10% | 74.10% | 85.60% | |||||||||||||||||||||||||
Option Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Tranchee shares membership interest | 2,100 | |||||||||||||||||||||||||||
Option Agreement [Member] | Maximum [Member] | Conversion Labs PR LLC [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Re-purchase of additional stock options reduced | 73.30% | 73.30% | 73.60% | |||||||||||||||||||||||||
2020 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Unamortized expense | 4,500,000 | 4,500,000 | ||||||||||||||||||||||||||
Share based compensation | $ 3,500,000 | $ 894,000 | $ 4,900,000 | $ 1,400,000 | ||||||||||||||||||||||||
Fair value | 528,500 | |||||||||||||||||||||||||||
Grants value | $ 4,900,000 | |||||||||||||||||||||||||||
Shares vested | 1,107,875 | |||||||||||||||||||||||||||
Shares vested, issued | 960,625 | |||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,610,000 | 1,610,000 | 1,610,000 | |||||||||||||||||||||||||
Preferred stock, at par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Cumulative distributions on preferred stock | $ 2.21875 | |||||||||||||||||||||||||||
Percentage of preferred stock liquidation preference | 8.875% | |||||||||||||||||||||||||||
Preferred stock liquidation preference | $ 25 | $ 25 | ||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||
Preferred stock, at par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Distribution to non-controlling shareholders | ||||||||||||||||||||||||||||
Shares and Securities [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Raise up funds | $ 150,000,000 | $ 150,000,000 | ||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Cashless exercise of options shares | 512,777 | |||||||||||||||||||||||||||
Number of cash less warrants exercised | 1,630,458 | |||||||||||||||||||||||||||
Number of stock issued for option exercise | 75,000 | 1,250 | 76,250 | |||||||||||||||||||||||||
Cash proceeds | $ 107,000 | |||||||||||||||||||||||||||
Distribution to non-controlling shareholders | ||||||||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 100,000 | |||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Share based compensation | $ 0 | $ 6,000 | 0 | $ 18,000 | ||||||||||||||||||||||||
Unamortized expenses | $ 0 |
SCHEDULE OF OPERATING RIGHT OF
SCHEDULE OF OPERATING RIGHT OF USE OF ASSETS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
Operating right-of-use assets | $ 2,534,731 | $ 594,897 |
Operating lease liabilities –- current | 337,276 | 603,180 |
Operating lease liabilities – noncurrent | $ 2,336,194 | $ 73,849 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) | Jun. 30, 2024 USD ($) |
Leases | |
Fiscal year 2024 | $ 322,992 |
Fiscal year 2025 | 623,749 |
Fiscal year 2026 | 639,796 |
Fiscal year 2027 | 656,846 |
Fiscal year 2028 | 410,516 |
Thereafter | 1,333,849 |
Less: imputed interest | (1,314,278) |
Present value of operating lease liabilities | $ 2,673,470 |
SCHEDULE OF CASH FLOW INFORMATI
SCHEDULE OF CASH FLOW INFORMATION RELATED TO OPERATING LEASE LIABILITIES (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Leases | |||
Cash paid for operating lease liabilities | $ 399,463 | $ 441,290 | |
Weighted average remaining lease term in years | 7 years 10 months 9 days | 2 years 2 months 4 days | |
Weighted average discount rate | 12.47% | 7.17% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Amortization of right of use of asset | $ 2,500 | $ 1,700 | ||
Operating lease expenses | $ 232 | $ 206 | $ 458 | $ 429 |
Lessee, operating lease, term of contract | 12 months | 12 months | ||
Payments for rent | $ 3 | |||
COLOMBIA | ||||
Short term lease payments | 2 | |||
Lancaster [Member] | ||||
Short term lease payments | $ 3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Sep. 05, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2023 | |
Purchase obligation | $ 397 | |||||
Income tax deficiency | $ 1,900 | |||||
Pilaris Laboratories, LLC [Member] | ||||||
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 | 0 | $ 5 | ||||
Payment for agreement | $ 5 | $ 138 | ||||
M.ALPHABET, LLC [Member] | ||||||
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 June 30, 2024. | |||||
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] | ||||||
Stock option to purchase shares | 20,000 | |||||
Stock option exercise price | $ 2.50 | |||||
Proceeds from issuance of common stock | $ 7,500 | |||||
M.ALPHABET, LLC [Member] | Common Stock Two [Member] | ||||||
Stock option to purchase shares | 20,000 | |||||
Stock option exercise price | $ 2.50 | |||||
Proceeds from issuance of common stock | $ 10,000 | |||||
M.ALPHABET, LLC [Member] | Common Stock Three [Member] | ||||||
Stock option to purchase shares | 40,000 | |||||
Stock option exercise price | $ 3.75 | |||||
Proceeds from issuance of common stock | $ 20,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 01, 2024 | Jun. 14, 2023 | May 30, 2023 | Mar. 21, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||||||||
Gains losses on extinguishment of debt | $ (325,198) | ||||||||||
Notes payable | 13,000 | $ 13,000 | $ 217,000 | ||||||||
Salary | $ 240,000 | ||||||||||
Will Febbo [Member] | Consulting Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of restricted shares | 375,000 | 125,000 | |||||||||
Robert Jindal [Member] | Consulting Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of restricted shares | 225,000 | ||||||||||
Naveen Bhatia [Member] | Consulting Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of restricted shares | 225,000 | ||||||||||
WorkSimpli Software [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued | $ 56,000 | 226,000 | |||||||||
King And Spalding L L P [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued | 92,000 | 48,000 | |||||||||
Software Development Services [Member] | WorkSimpli Software [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued | 803,000 | 570,000 | 1,900,000 | 1,200,000 | |||||||
Legal Services [Member] | King And Spalding L L P [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued | 135,000 | $ 0 | 452,000 | $ 0 | |||||||
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 | $ 0 |
SCHEDULE OF RELEVANT SEGMENT DA
SCHEDULE OF RELEVANT SEGMENT DATA (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 50,661,845 | $ 35,946,913 | $ 94,806,109 | $ 69,073,248 | |
Gross margin | 90.10% | 87.40% | 89.90% | 87.30% | |
Operating income (loss) | $ (6,305,566) | $ (4,895,546) | $ (12,476,811) | $ (7,748,356) | |
Total Assets | 63,820,489 | 63,820,489 | $ 58,480,709 | ||
Telehealth [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 20,519,165 | 21,915,088 | 41,784,029 | 41,760,142 | |
Total Assets | 53,367,173 | 53,367,173 | 48,126,006 | ||
Telehealth [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 37,432,309 | $ 22,351,128 | $ 68,273,711 | $ 42,553,931 | |
Gross margin | 87.80% | 81.50% | 87.20% | 81.10% | |
Operating income (loss) | $ (6,450,682) | $ (8,141,868) | $ (13,070,446) | $ (13,143,226) | |
WorkSimpli [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 13,229,536 | 13,595,785 | 26,532,398 | 26,519,317 | |
Total Assets | 10,453,316 | 10,453,316 | $ 10,354,703 | ||
WorkSimpli [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 13,229,536 | $ 13,595,785 | $ 26,532,398 | $ 26,519,317 | |
Gross margin | 96.40% | 96.90% | 96.70% | 97.30% | |
Operating income (loss) | $ 145,116 | $ 3,246,322 | $ 593,635 | $ 5,394,870 |
SEGMENT DATA (Details Narrative
SEGMENT DATA (Details Narrative) | 6 Months Ended |
Jun. 30, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Common Stock [Member] $ in Thousands | 1 Months Ended |
Jul. 31, 2024 USD ($) shares | |
Subsequent Event [Line Items] | |
Number of shares issued | shares | 100,000 |
Total fair value | $ | $ 672 |