Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001402945 | ||
Entity Registrant Name | Progressive Care Inc. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 000-52684 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 32-0186005 | ||
Entity Address, Address Line One | 400 Ansin Blvd., Suite A | ||
Entity Address, City or Town | Hallandale Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33009 | ||
City Area Code | 305 | ||
Local Phone Number | 760-2053 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 12,600,000 | ||
Entity Common Stock, Shares Outstanding | 6,240,731 | ||
Auditor Firm ID | 596 | ||
Auditor Name | CohnReznick LLP | ||
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 7,895 | $ 6,743 |
Accounts receivable – trade, net | 8,339 | 3,672 |
Receivables - other, net | 1,846 | 2,030 |
Inventory, net | 3,069 | 688 |
Prepaid expenses | 334 | 245 |
Total Current Assets | 21,483 | 13,378 |
Property and equipment, net | 3,284 | 2,583 |
Other Assets | ||
Goodwill | 731 | 1,388 |
Intangible assets, net | 14,398 | 127 |
Operating right-of-use assets, net | 427 | 446 |
Finance right-of-use assets, net | 22 | 54 |
Deposits | 39 | 39 |
Total Other Assets | 15,617 | 2,054 |
Total Assets | 40,384 | 18,015 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 12,158 | 7,384 |
Notes payable | 145 | 227 |
Operating lease liabilities | 170 | 200 |
Finance lease liabilities | 18 | 34 |
Total Current Liabilities | 12,491 | 7,845 |
Long-term Liabilities | ||
Notes payable, net of current portion | 1,110 | 2,249 |
Long-term portion of lease liabilities, operating lease | 214 | 279 |
Long-term portion of lease liabilities, finance lease | 5 | 24 |
Total Liabilities | 13,820 | 10,397 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Common stock ($0.0001 par value, 100,000,000 shares authorized; 6,222,781 and 3,347,440 issued and outstanding as of December 31, 2023 and 2022, respectively) | 67 | 67 |
Additional paid-in capital | 60,886 | 22,525 |
Accumulated deficit | (34,389) | (14,974) |
Total Stockholders’ Equity | 26,564 | 7,618 |
Total Liabilities and Stockholders’ Equity | 40,384 | 18,015 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred Stock | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred Stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 6,222,781 | 3,347,440 |
Common stock, shares outstanding (in shares) | 6,222,781 | 3,347,440 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 51 | 51 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, shares issued (in shares) | 3,000 | 3,000 |
Preferred stock, shares outstanding (in shares) | 3,000 | 3,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues, net | $ 22,948,000 | $ 26,779,000 | $ 40,602,000 |
Costs of revenue | 16,242,000 | 18,323,000 | 30,899,000 |
Gross profit | 6,706,000 | 8,456,000 | 9,703,000 |
Operating expenses: | |||
Salaries and wages | 3,300,000 | 3,973,000 | 5,843,000 |
Professional fees | 1,048,000 | 506,000 | 1,203,000 |
Depreciation and amortization | 137,000 | 1,463,000 | 209,000 |
Selling, general, and administrative | 1,582,000 | 3,277,000 | 5,027,000 |
Goodwill impairment | 0 | 13,895,000 | 0 |
Total operating expenses | 6,067,000 | 23,114,000 | 12,282,000 |
(Loss) income from operations | 639,000 | (14,658,000) | (2,579,000) |
Other income (expense): | |||
Change in fair value of derivative liabilities | 0 | 0 | (3,323,000) |
Gain on debt extinguishment | 0 | 0 | 953,000 |
Grant revenue | 0 | 0 | 2,079,000 |
Debt conversion expense | (5,206,000) | 0 | 0 |
Other finance costs | 0 | 0 | (147,000) |
Abandoned offering costs | 0 | 0 | (635,000) |
Day one loss on issuance of units | 0 | 0 | (1,026,000) |
Day one loss on debt modification | 0 | 0 | (524,000) |
Gain on sale or disposal of property and equipment | 3,000 | 0 | 12,000 |
Interest income | 12,000 | 64,000 | 85,000 |
Interest expense | (215,000) | (54,000) | (798,000) |
Total other income (expense) | (5,406,000) | 10,000 | (3,324,000) |
Loss before income taxes | (4,767,000) | (14,648,000) | (5,903,000) |
Provision for income taxes | 0 | 0 | (1,000) |
Net loss | (4,767,000) | (14,648,000) | (5,904,000) |
Net loss attributable to common shareholders | $ (4,767,000) | $ (14,648,000) | $ (6,445,000) |
Basic and diluted weighted average loss per common share (in dollars per share) | $ (1.22) | $ (2.36) | $ (2.21) |
Weighted average number of common shares outstanding during the period – basic and diluted (in shares) | 3,896 | 6,196 | 2,912 |
Series A Preferred Stock [Member] | |||
Other income (expense): | |||
Series A Preferred Stock dividend associated with induced conversion | $ 0 | $ 0 | $ (541,000) |
Product [Member] | |||
Revenues, net | 19,193,000 | 21,412,000 | 36,608,000 |
Costs of revenue | 16,132,000 | 18,191,000 | 30,656,000 |
Service [Member] | |||
Revenues, net | 3,755,000 | 5,367,000 | 3,994,000 |
Costs of revenue | $ 110,000 | $ 132,000 | $ 243,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Predecesor [Member] Preferred Stock [Member] Series A Preferred Stock [Member] | Predecesor [Member] Preferred Stock [Member] Series B Preferred Stock [Member] | Predecesor [Member] Common Stock [Member] | Predecesor [Member] Additional Paid-in Capital [Member] | Predecesor [Member] Retained Earnings [Member] | Predecesor [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 0 | 0 | 2,724 | |||||||||
Balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 54 | $ 8,862 | $ (8,529) | $ 388 | ||||||
Issuance of common stock for services | 0 | 0 | $ 3 | 677 | 0 | 680 | ||||||
Issuance of common stock for services (in shares) | 141 | |||||||||||
Stock-based compensation | $ 0 | $ 0 | $ 5 | 1,180 | 0 | 1,185 | ||||||
Stock-based compensation (in shares) | 0 | 249 | ||||||||||
Issuance of common stock for debt modification agreement (in shares) | 0 | 0 | 105 | |||||||||
Issuance of common stock for debt modification agreement | $ 0 | $ 0 | $ 2 | 460 | 0 | 462 | ||||||
Issuance of common stock in exchange for redemption and cancellation of Series A Preferred Stock (in shares) | 0 | 0 | 128 | |||||||||
Issuance of common stock in exchange for redemption and cancellation of Series A Preferred Stock | $ 0 | $ 0 | $ 3 | 538 | 0 | 541 | ||||||
Series A Preferred Stock dividend associated with induced conversion | $ 0 | $ 0 | $ 0 | 0 | (541) | (541) | ||||||
Issuance of Series B Preferred Stock from securities purchase agreement (in shares) | 0 | 3 | 0 | |||||||||
Issuance of Series B Preferred Stock from securities purchase agreement | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
Reclassification of debt and equity contracts | 0 | 0 | 0 | 10,109 | 0 | 10,109 | ||||||
Stock options granted during the period | 0 | 0 | 0 | 698 | 0 | 698 | ||||||
Net loss | $ 0 | $ 0 | $ 0 | 0 | (5,904) | (5,904) | ||||||
Balance (in shares) at Dec. 31, 2022 | 0 | 3 | 3,347 | |||||||||
Balance at Dec. 31, 2022 | $ 0 | $ 0 | $ 67 | 22,524 | (14,974) | 7,618 | ||||||
Stock-based compensation | 0 | 0 | $ 0 | 250 | 0 | 250 | ||||||
Stock-based compensation (in shares) | 73 | |||||||||||
Net loss | 0 | 0 | $ 0 | 0 | (4,767) | (4,767) | ||||||
Issuance of common stock for PIPE transaction | $ 0 | $ 0 | $ 0 | 880 | 0 | 880 | ||||||
Issuance of common stock for PIPE transaction (in shares) | 455 | |||||||||||
Issuance of common stock for debt conversion (in shares) | 0 | 0 | 1,313 | |||||||||
Issuance of common stock for debt conversion | $ 0 | $ 0 | $ 0 | 6,400 | 0 | 6,400 | ||||||
Balance (in shares) at Jun. 30, 2023 | 0 | 3 | 5,188 | 0 | 3 | 6,162 | ||||||
Balance at Jun. 30, 2023 | $ 0 | $ 0 | $ 67 | $ 30,054 | $ (19,741) | $ 10,381 | $ 0 | $ 0 | $ 67 | 59,568 | (19,741) | 39,894 |
Stock-based compensation | 0 | 0 | $ 0 | 1,353 | 0 | 1,353 | ||||||
Stock-based compensation (in shares) | 61 | |||||||||||
Net loss | 0 | 0 | $ 0 | 0 | (14,648) | (14,648) | ||||||
Issuance of common stock for warrants exercised | 0 | 0 | $ 0 | 506 | 0 | 506 | ||||||
Issuance of common stock for warrants exercised (in shares) | 974 | |||||||||||
Cost associated with issuance of common stock for PIPE transaction | $ 0 | $ 0 | $ 0 | (35) | 0 | (35) | ||||||
Balance (in shares) at Dec. 31, 2023 | 0 | 3 | 6,223 | |||||||||
Balance at Dec. 31, 2023 | $ 0 | $ 0 | $ 67 | $ 60,886 | $ (34,389) | $ 26,564 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net Income (Loss) Attributable to Parent | $ (14,648,000) | $ (4,767,000) | $ (5,904,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 136,000 | 96,000 | 142,000 |
Change in provision for credit losses | 47,000 | 21,000 | (3,000) |
Stock-based compensation | 1,353,000 | 250,000 | 1,905,000 |
Amortization of debt issuance costs and debt discounts | 0 | 128,000 | 417,000 |
Gain on debt extinguishment | 0 | 0 | (953,000) |
Debt conversion expense | 0 | 5,206,000 | 0 |
Other financing costs | 0 | 0 | 148,000 |
Day one loss on issuance of units | 0 | 0 | 1,026,000 |
Day one loss on debt modification | 0 | 0 | 524,000 |
Amortization of right-of-use assets - finance leases | 15,000 | 17,000 | 32,000 |
Amortization of right-of-use assets - operating leases | 102,000 | 78,000 | 177,000 |
Change in fair value of derivative liability | 0 | 0 | 3,323,000 |
Change in accrued interest on notes payable | 0 | 47,000 | 321,000 |
Amortization of intangible assets | 1,312,000 | 24,000 | 36,000 |
Gain on sale or disposal of property and equipment | 0 | (3,000) | (12,000) |
Goodwill impairment | 13,895,000 | 0 | 0 |
Accounts receivable | (3,755,000) | (1,100,000) | (1,466,000) |
Grant receivable | 0 | 277,000 | (1,637,000) |
Inventory | (1,438,000) | (918,000) | 437,000 |
Prepaid expenses | (144,000) | 26,000 | 696,000 |
Deposits | 0 | (1,000) | 0 |
Accounts payable and accrued liabilities | 3,932,000 | 850,000 | 1,620,000 |
Operating lease liabilities | (83,000) | (81,000) | (160,000) |
Net cash provided by operating activities | 724,000 | 150,000 | 669,000 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (538,000) | (234,000) | (186,000) |
Proceeds from sale or disposal of property and equipment | 0 | 3,000 | 12,000 |
Purchase of intangible assets | 0 | 0 | (10,000) |
Net cash used in investing activities | (538,000) | (231,000) | (184,000) |
Cash flows from financing activities: | |||
Proceeds from warrants exercised | 506,000 | 0 | 0 |
Proceeds from issuance of preferred stock allocated to derivative liabilities | 0 | 0 | 6,000,000 |
Payment of stock issuance costs | (35,000) | (120,000) | (579,000) |
Payment of debt discount and debt issuance costs | 0 | 0 | (222,000) |
Payments on notes payable | (99,000) | (173,000) | (313,000) |
Payments on finance lease liabilities | (15,000) | (17,000) | (40,000) |
Issuance of common stock for PIPE transaction | 0 | 1,000,000 | 0 |
Net cash provided by financing activities | 357,000 | 690,000 | 4,846,000 |
Increase in cash | 543,000 | 609,000 | 5,331,000 |
Cash at beginning of period | 7,352,000 | 6,743,000 | 1,412,000 |
Cash at end of period | 7,895,000 | 7,352,000 | 6,743,000 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 33,000 | 37,000 | 104,000 |
Cash paid for income taxes | 0 | 0 | 1,000 |
Supplemental schedule of non-cash investing and financing activities: | |||
Business combination without transfer of consideration | 39,895,000 | 0 | 0 |
Debt conversion of long-term notes payable and accrued interest, net of unamortized debt discount and debt issuance costs | 0 | 1,195,000 | 0 |
Issuance of common stock and common stock purchase warrants for debt conversion | 0 | 6,400,000 | 0 |
Debt extension fees and other financing costs added to note principal | 0 | 0 | 484,000 |
Issuance of common stock for services rendered | 0 | 0 | 680,000 |
Insurance premiums financed through issuance of note payable | 0 | 0 | 128,000 |
Equipment purchase financed through issuance of note payable | $ 0 | $ 0 | $ 115,000 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 9B. OTHER INFORMATION During the fiscal quarter ended December 31, 2023, none 16a 1 10b5 1 10b5 1 408 |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Note 1 - Organization & Nature
Note 1 - Organization & Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | Note 1. Progressive Care Inc. (“Progressive”) was incorporated under the laws of the state of Delaware on October 31, 2006. Progressive, through its wholly-owned subsidiaries, Pharmco, LLC (“Pharmco 901” 1002, 1002” 1103 1204 1103” 1204” Pharmco 901 November 29, 2005 901 October 21, 2010. 901 not Pharmco 1103 1103 June 1, 2019. Pharmco 1002 1002 July 1, 2018. ClearMetrX was formed on June 10, 2020 third 340B RXMD Therapeutics was formed on October 1, 2019. no We have organized our operations into two 19. On June 30, 2023, July 1, 2023, 805, Business Combinations July 1, 2023 June 30, 2023 July 1, 2023 |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation and Principles of Consolidation | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | Note 2. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 3. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2 2012 may not not not 404 not Further, Section 102 1 not not Use of Estimates The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to residual values, estimated asset lives, impairments and credit losses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances for making judgments about the carrying values of assets and liabilities that are not may Reclassifications Certain reclassifications have been made to the 2022 2023 not Segment Reporting The Company evaluated segment reporting in accordance with ASC 280, Segment Reporting two two two Cash The Company maintains its cash in bank deposit accounts at several financial institutions, which are insured by the Federal Deposit Insurance Corporation (“FDIC”) and at times may $250,000. December 31, 2023 July 2023, $250,000. Cash Equivalents The Company considers all highly-liquid investments purchased with an original maturity of three December 31, 2023 2022 Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are stated at the invoiced amount. Trade accounts receivable primarily include amounts from third no Risks and Uncertainties The Company’s operations are subject to intense competition, risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. Concentrations Suppliers: The Company had significant concentrations with one six December 31, 2023 six June 30, 2023 ( December 31, 2022 ( Customers: The Company derives a significant portion of sales from prescription drug sales reimbursed through prescription drug plans administered by PBM companies. Prescription reimbursements from three Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 A 31 % 28 % — B 29 % 38 % 56 % C 14 % 19 % 36 % Inventory Inventory is valued on a lower of first first December 31, 2023 2022 Property and Equipment Property and equipment are recorded at cost or fair value if acquired as part of a business combination. Property and equipment are depreciated or amortized using the straight-line method over their estimated useful lives. Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded, when appropriate. Expenditures for maintenance and repairs are charged to expense as incurred. Business acquisitions The Company records business acquisitions using the acquisition method of accounting. All of the assets acquired, liabilities assumed, and contractual contingencies are recognized at their fair value on the acquisition date. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized and goodwill. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and are expensed as incurred. The Company uses a measurement period following the acquisition date to gather information that existed as of the acquisition date that is needed to determine the fair value of the assets acquired, liabilities assumed and equity interests. The measurement period ends once all information is obtained, but no one Goodwill Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not fourth not Intangible Assets Acquired intangible assets with finite lives other than goodwill are amortized over their useful lives. For intangible assets acquired in a business combination, the estimated fair values of the assets received are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach, and/or cost approach are used to measure fair value. Intangible assets subject to amortization represent the fair value of client relationships and tradenames acquired, as well as non-compete agreements to which the Company is a party and capitalized software development costs. In valuing these assets, the Company makes assumptions regarding useful lives and projected growth rates, and significant judgment is required. Long-lived Asset Impairment The Company reviews its long-lived assets, comprised of property and equipment, right-of-use assets, and intangible assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not 360 10, Accounting for the Impairment or Disposal of Long-Lived Assets December 31, 2023, no Derivative Liabilities The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810 10 05 4 815 40 25 The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the Consolidated Balance Sheets as current or non-current based on whether or not 12 The fair value of these derivative instruments is determined using the Monte Carlo Simulation Model. Revenue Recognition The Company provides prescription pharmaceuticals, COVID- 19 340B 340B 340B 340B The Company recognizes product sales from prescriptions dispensed to patients (customers) at the time the drugs are physically delivered to a customer or when a customer picks up their prescription, which is the point in time when control transfers to the customer. 340B 340B third 340B 340B not not The Company accrues an estimate of PBM fees, including direct and indirect remuneration (“DIR”) fees, which are assessed or expected to be assessed by payers at some point after adjudication of a claim, as a reduction of prescription revenue at the time revenue is recognized. Changes in the estimate of such fees are recorded as an adjustment to revenue when the change becomes known. DIR fees are fees charged by PBMs to pharmacies for network participation as well as periodic reimbursement reconciliations. For some PBMs, DIR fees are charged at the time of the settlement of a pharmacy claim. Other PBMs do not two two three January – April 2023 July – August 2023). not may Billings for most prescription orders are with third The Company recognizes revenue from TPA services as it satisfies the performance obligations under the TPA contract with a 340B one may 340B As stated in the TPA agreements, the Company receives a fixed percentage which is applied to the gross pharmacy service billings over the contract period. The gross pharmacy service billings are estimated based on the number of prescriptions filled by the Pharmacy Service contractor multiplied by the reimbursement rates set by the insurance providers. The Company invoices the covered entities for TPA services on a semi-monthly basis and collections are within 24 45 ASC 606 may The Company recognizes COVID- 19 The following tables disaggregates net revenues by categories (in thousands): Successor Six Months Ended December 31, 2023 Pharmacy Operations Third-Party Administration Corporate Total Sales of products, net Prescription revenue, net of PBM fees $ 21,481 $ — $ — $ 21,481 COVID-19 testing revenue 7 — — 7 Other revenue 8 — — 8 Subtotal 21,496 — — 21,496 Revenues from services: 340B contract revenue 4,061 1,222 — 5,283 Revenues, net $ 25,557 $ 1,222 $ — $ 26,779 Predecessor Six Months Ended June 30, 2023 Pharmacy Operations Third-Party Administration Corporate Total Sales of products, net Prescription revenue, net of PBM fees $ 19,219 $ — $ — $ 19,219 COVID-19 testing revenue 54 — — 54 Other revenue 5 — — 5 Subtotal 19,278 — — 19,278 Revenues from services: 340B contract revenue 2,473 1,197 — 3,670 Revenues, net $ 21,751 $ 1,197 $ — $ 22,948 Predecessor Year Ended December 31, 2022 Pharmacy Operations Third-Party Administration Corporate Total Sales of products, net Prescription revenue, net of PBM fees $ 34,894 $ — $ — $ 34,894 COVID-19 testing revenue 1,915 — — 1,915 Other revenue 3 — — 3 Subtotal 36,812 — — 36,812 Revenues from services: 340B contract revenue 2,665 1,125 — 3,790 Revenues, net $ 39,477 $ 1,125 $ — $ 40,602 Grant Revenue Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Predecessor Company was eligible for refundable employee retention credits (“ERCs”) subject to certain conditions which were met during the year ended December 31, 2022. 958 605. December 31, 2022. December 31, 2022, December 31, 2022 December 31, 2023. Cost of Products and Services Cost of prescription revenue is derived based upon vendor purchases relating to prescriptions sold, cost of testing supplies for tests administered to patients, and point-of-sale scanning information for non-prescription sales and is adjusted based on periodic inventories. All other costs related to revenues are expensed as incurred. Advertising Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Advertising expense was approximately $0.1 million, $0.1 million, and $0.3 million for the six December 31, 2023, six June 30, 2023, December 31, 2022, Stock-Based Compensation Stock-based compensation expense is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. The Company uses the Black-Scholes and Monte Carlo Simulation models to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Stock-based compensation expense is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. The Company’s policy is to recognize forfeitures as they occur. Stock Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity 480” 815, Derivatives and Hedging 815” 480, 480, 815, For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not Offering Costs The Company complies with the requirements of ASC 340 10 S99 1 5A Expenses of Offering Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Progressive Care Inc., RXMD Therapeutics and PharmcoRx 1103 901 1002 901 1002’s 901 1002; 901 1002’s The Company accounts for uncertainty in income taxes by recognizing a tax position in the consolidated financial statements only after determining that the relevant tax authority would more likely than not not 50 not December 31, 2023 2022 no 2020. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding, adjusted for the dilutive effect of common stock purchase warrants and stock options, using the treasury stock method, and convertible debt, using the if converted method. See Note 7 Recently Adopted Accounting Standards In August 2023, 2023 04, 405 No. 121”, No. 121. no In July 2023, 2023 03, 205 220 480 505 718 No. 120, no In June 2016, 2016 13, 326 2016 13” November 2018, 2018 19, 326, not April 2019, 2019 04, 326, 815, 825, 2016 13. March 2020, 2020 03, 842 326. 2016 13 December 15, 2022, January 1, 2023 no Accounting Pronouncements Issued but not In December 2023, 2023 09, 740 2023 09” 2023 09 December 15, 2024, January 1, 2025. not In November 2023, 2023 07, 280 2023 07” 2023 07 December 15, 2023, December 15, 2024, January 1, 2024. not Management has evaluated other recently issued accounting pronouncements and does not |
Note 4 - Business Combination
Note 4 - Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 4. As referenced in Note 1, July 1, 2023, 3 not 3 6. not The following table summarizes the allocation of the fair value of the consideration to the assets and liabilities of the Company on July 1, 2023. July 1, 2023, July 1, 2023 July 1, 2023 July 1, 2023. (in thousands) Total consideration $ 39,895 Fair value of identifiable net assets: Cash 7,352 Accounts receivable 6,478 Receivables - other 506 Inventory 1,631 Prepaid expenses 220 Property and equipment 2,883 Right-of-use assets 405 Intangible assets: Trade name 1 4,700 Developed technology 2 2,880 Pharmacy records 2 8,130 Deposits 39 Accounts payable and accrued expenses (8,195 ) Notes payable and accrued interest - current portion (149 ) Lease liabilities - current portion (208 ) Notes payable - long-term (1,173 ) Lease liabilities - long-term (230 ) Deferred tax liability 3 — Total fair value of net assets $ 25,269 Goodwill $ 14,626 ( 1 10 ( 2 5 ( 3 no not not July 1, 2023, December 31, 2023 805 740 45 2, |
Note 5 - Liquidity and Going Co
Note 5 - Liquidity and Going Concern Consideration | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | Note 5. The Company has sustained recurring operating losses. At December 31, 2023 six December 31, 2023 six June 30, 2023, 12 The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and other commitments in the normal course of business. On May 5, 2023, November 16, 2022 ( three April 10, 2024 Management believes that our present cash position and the cash we expect to generate from operating activities are sufficient to allow the Company to continue as a going concern for at least 12 |
Note 6 - Fair Value Measurement
Note 6 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 6. Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three may Level 1: Level 2: 1 not Level 3: no The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments: ● Cash, accounts receivable, and accounts payable and accrued liabilities: ● Notes payable and lease liabilities: 2 Fair Value Measurements on a Recurring Basis The following table is a roll forward of the opening and closing balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3 Derivative Liabilities Balance at January 1, 2022 $ 222 Changes in fair value 3,322 New derivatives 8,042 Transfers out (11,586 ) Balance at December 31, 2022 $ — Changes in fair value of derivative liabilities for the year ended December 31, 2022 ( Fair Value Measurement on a Nonrecurring Basis Common Stock Purchase Warrants As of December 31, 2023, 3 3.7%; 102%; 16. |
Note 7 - Earnings (Loss) Per Sh
Note 7 - Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 7. Basic earnings per share is computed by dividing net (loss) income available to common shareholders by the weighted average number of common shares outstanding during the year, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all potentially dilutive shares of common stock outstanding during the year including common stock purchase warrants and stock options, using the treasury stock method, and convertible debt, using the if converted method. Diluted earnings per share excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. The components of basic and diluted EPS were as follows (in thousands, except per share data). For all periods presented, the Company incurred a net loss causing inclusion of any potentially dilutive securities to have an anti-dilutive effect, resulting in diluted loss per common share and basic loss per common share being equivalent. Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Net loss attributable to common shareholders $ (14,648 ) $ (4,767 ) $ (6,445 ) Basic weighted average common shares outstanding 6,196 3,896 2,912 Potentially dilutive common shares — — — Diluted weighted average common shares outstanding 6,196 3,896 2,912 Basic weighted average loss per common share $ (2.36 ) $ (1.22 ) $ (2.21 ) Diluted weighted average loss per common share $ (2.36 ) $ (1.22 ) $ (2.21 ) Potentially dilutive common shares excluded from the calculation of diluted weighted average loss per common share: Common stock purchase warrants 388 1,155 577 Stock options 140 136 192 Convertible debt — — 709 528 1,291 1,478 |
Note 8 - Private Placement Tran
Note 8 - Private Placement Transaction and Warrant Liabilities - Predecessor Company | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | Note 16. Equity Preferred Stock The Company has 10,000,000 shares of preferred stock authorized. As of December 31, 2023 2022, Series A Preferred Stock - Predecessor Company The Series A preferred stock is a non-dividend producing instrument that ranks superior to the Company’s common stock. Each one 1 x 0.019607 multiplied by divided by 0.49, minus With respect to all matters upon which stockholders are entitled to vote or to which shareholders are entitled to give consent, the holders of the outstanding shares of Series A Preferred Stock shall vote together with the holders of common stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws. In July 2014, October 2020, August 2022, December 31, 2022. Series B Convertible Preferred Stock - Predecessor Company On August 30, 2022, one one may The Series B Convertible Preferred Stock ranks senior to our common stock as to distribution of assets upon liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary. The shares of Series B Convertible Preferred Stock shall have a liquidation preference to all other classes of stock of the Company in the amount of $2,000 per share. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series B Convertible Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company (i) $2,000 per share plus (ii) the same amount that a holder of common stock would receive if the Series B Convertible Preferred Stock were fully converted to common stock which amounts shall be paid pari passu With respect to all matters upon which stockholders are entitled to vote or to which shareholders are entitled to give consent, the holders of the outstanding shares of Preferred Stock shall vote together with the holders of common stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws. Common Stock and Common Stock Purchase Warrants On December 29, 2022, 1 2022 On May 5, 2023, three 480 July 1, 2023, Also on May 5, 2023, September 2, 2022, three 480 July 1, 2023, December 31, 2023, At the same time as the SPA and DCA, the Predecessor Company and NextPlat entered into the Debenture Purchase Agreement. Under the Debenture Purchase Agreement, the Predecessor Company agreed to issue, and NextPlat agreed to purchase, from time to time during the three December 31, 2023, Dawson James Securities, Inc. (the “Placement Agent”) served as placement agent for the Unit Purchase. In consideration for the Placement Agent’s services, the Predecessor Company issued to the Placement Agent and its affiliates warrants to purchase 91,000 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have a five December 2023. 480 In addition, the Predecessor Company issued 330,000 warrants to certain existing Progressive Care investors to induce them to approve the transaction contemplated by the SPA (the “Inducement Warrants”). Charles M. Fernandez and Rodney Barreto received Inducement Warrants to purchase 190,000 and 30,000 shares of Common Stock, respectively. The Inducement Warrants have a three 480 July 1, 2023, December 31, 2023, |
Private Placement [Member] | |
Notes to Financial Statements | |
Equity [Text Block] | Note 8. On August 30, 2022, one one one may In conjunction with the Private Placement Transaction, the Predecessor Company also entered into a Debt Modification Agreement with NextPlat. The Predecessor Company also issued placement agent warrants with substantively similar terms as the Investor Warrants. The placement agent warrants are exercisable into 380,500 shares of the Company’s common stock at an exercise price per common stock share of $4.00. The placement agent warrants may September 2, 2027. no not may As the time of issuance, the Predecessor Company determined that the warrants did not 480. 815 may August 30, 2022 December 29, 2022, 1 December 31, 2022. The Predecessor Company’s warrants were valued on the applicable dates using the Monte Carlo Simulation Model. Significant inputs into this technique at measurement dates are as follows: August 30, 2022 (1) December 29, 2022 (2) Fair market value of the Company’s stock (3) $ 4.40 $ 6.00 Exercise price $ 4.00 $ 4.00 Stock price $ 4.00 $ 4.00 Term (4) (in years) 5 5 Expected life (5) (in years) 5 5 Volatility 90.0 % 90.0 % Risk-free interest rate (6) 3.3 % 4.0 % Warrants measurement input 3.3 % 4.0 % ( 1 Date of issuance ( 2 Measurement date prior to reverse stock split ( 3 The fair value of the stock was determined by using the Predecessor Company’s closing stock price as reflected in the OTC Markets. ( 4 The term is the contractual remaining term. ( 5 The expected life is the contractual term of the warrants. ( 6 The risk-free rates used for inputs represent the yields on the valuation date with periods consistent with the contractual remaining term. During the year ended December 31, 2022, one In connection with the Private Placement Transaction, the Predecessor Company entered into a registration rights agreement with NextPlat pursuant to which, among other things, the Predecessor Company agreed to prepare and file with the SEC a resale registration statement to register the shares of the Predecessor Company’s common stock to be issued upon conversion of the Series B Convertible Preferred Stock, the NextPlat Convertible Note, and Warrants. On February 3, 2023, 1. |
Note 9 - Accounts Receivable -
Note 9 - Accounts Receivable - Trade, Net | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 9. Trade, net Accounts receivable – trade, net consisted of the following (in thousands): Successor Predecessor December 31, 2023 December 31, 2022 Gross accounts receivable – trade $ 8,611 $ 3,876 Less: allowance for credit losses (272 ) (204 ) Accounts receivable – trade, net $ 8,339 $ 3,672 The Successor Company increased the allowance for credit losses in the amount of approximately $47,000 for the six December 31, 2023. six June 30, 2023 December 31, 2022, Changes in the allowance for credit losses were as follows (in thousands): Balance at Beginning of Period Additions Charged (Credited) to Expense Net Deductions (Recoveries) Balance at End of Period Year ended December 31, 2022 (Predecessor) Accounts receivable, allowance for credit losses $ 207 $ (3 ) $ — $ 204 Six months ended June 30, 2023 (Predecessor) Accounts receivable, allowance for credit losses $ 204 $ 21 $ — $ 225 Six months ended December 31, 2023 (Successor) Accounts receivable, allowance for credit losses $ 225 $ 47 $ — $ 272 |
Note 10 - Receivables - Other,
Note 10 - Receivables - Other, net | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Accounts and Nontrade Receivable [Text Block] | Note 10. Receivables – Other, net consisted of the following (in thousands): Successor Predecessor December 31, 2023 December 31, 2022 Performance bonuses $ 1,602 $ 1,224 Customers 192 — Other 52 278 Covered entities — 25 Vendor credits — 503 $ 1,846 $ 2,030 Receivables from covered entities represent the cost of inventory replenishments related to 340B |
Note 11 - Property and Equipmen
Note 11 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 11. Property and equipment, net consisted of the following (in thousands): Successor Predecessor Estimated Useful Life December 31, 2023 December 31, 2022 Building 40 years $ 2,116 $ 1,651 Vehicles 3 - 5 years 595 252 Furniture and equipment 5 years 388 424 Land --- 184 184 Leasehold improvements and fixtures Lesser of estimated useful life or life of lease 76 277 Computer equipment 3 years 39 101 Construction in progress --- 22 — Building improvements Remaining life of the building — 513 Total 3,420 3,402 Less: accumulated depreciation (136 ) (819 ) Property and equipment, net $ 3,284 $ 2,583 As of July 1, 2023, 4. Depreciation expense for the Successor Company was approximately $136,000 for the six December 31, 2023. six June 30, 2023 December 31, 2022, |
Note 12 - Goodwill and Intangib
Note 12 - Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 12. Goodwill The Company performed the required annual impairment analysis of goodwill at December 31, 2023 two not five ten not 11% 13.5%, A change in any of these estimates and assumptions used in the impairment test, a degradation in the overall markets served by these reporting units, among other factors, could have a negative material impact to the fair value of the reporting units and could result in a future impairment charge. There can be no not As a result of the December 31, 2023 100% six December 31, 2023 ( not no six December 31, 2023 ( December 31, 2023 The following table reflects changes in the carrying amount of goodwill during the periods presented by reportable segments (in thousands): Pharmacy Operations Third-Party Administration Total Balances as of December 31, 2021 (Predecessor) Goodwill $ 1,388 $ — $ 1,388 Accumulated impairment losses — — — Goodwill, net as of December 31, 2021 (Predecessor) 1,388 — 1,388 Changes in Goodwill during the year ended December 31, 2022: Goodwill acquired — — — Impairment losses — — — Balances as of December 31, 2022 (Predecessor) Goodwill 1,388 — 1,388 Accumulated impairment losses — — — Goodwill, net as of December 31, 2022 (Predecessor) 1,388 — 1,388 Changes in Goodwill during the six months ended June 30, 2023 (Predecessor): Goodwill acquired — — — Impairment losses — — — Balances as of June 30, 2023 (Predecessor) Goodwill 1,388 — 1,388 Accumulated impairment losses — — — Goodwill net as of June 30, 2023 (Predecessor) 1,388 — 1,388 Changes in Goodwill during the six months ended December 31, 2023 (Successor): Goodwill acquired 13,895 731 14,626 Impairment losses (13,895 ) — (13,895 ) Balance as of December 31, 2023 (Successor) Goodwill 13,895 731 14,626 Accumulated impairment losses (13,895 ) — (13,895 ) Goodwill, net as of December 31, 2023 (Successor) $ — $ 731 $ 731 Intangible Assets Intangible assets consisted of the following (in thousands): Successor Predecessor December 31, 2023 December 31, 2022 Gross amount Accumulated amortization Net Amount Gross amount Accumulated amortization Net Amount Pharmacy records $ 8,130 $ (807 ) $ 7,323 $ 263 $ (263 ) $ — Tradenames 4,700 (224 ) 4,476 362 (362 ) — Developed technology 2,880 (281 ) 2,599 — — Software — — — 86 (4 ) 82 Non-compete agreements — — — 166 (121 ) 45 Website — — — 68 (68 ) — Total intangible assets $ 15,710 $ (1,312 ) $ 14,398 $ 945 $ (818 ) $ 127 As of July 1, 2023, 4. Amortization of intangible assets for the Successor Company was approximately $1.3 million for the six December 31, 2023. six June 30, 2023 December 31, 2022, no six December 31, 2023 ( six June 30, 2023 December 31, 2022 ( The following table represents the total estimated future amortization of intangible assets for the five December 31, 2023 Successor Year Amount 2024 $ 2,696 2025 2,672 2026 2,672 2027 2,672 2028 1,571 Thereafter 2,115 Total $ 14,398 |
Note 13 - Accounts Payable and
Note 13 - Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 13. Accounts payable and accrued liabilities consisted of the following (in thousands): Successor Predecessor December 31, 2023 December 31, 2022 Accounts payable – trade $ 11,256 $ 6,517 Accrued payroll and payroll taxes 167 229 Accrued PBM fees 571 501 Other accrued liabilities 164 137 Total $ 12,158 $ 7,384 |
Note 14 - Notes Payable
Note 14 - Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 14. Notes payable consisted of the following (in thousands): Successor Predecessor December 31, 2023 December 31, 2022 A. Convertible note payable and accrued interest - collateralized $ — $ 2,838 B. Mortgage note payable - commercial bank - collateralized 1,140 1,226 C. Note payable - uncollateralized 25 25 D. Notes payable - collateralized 90 137 Insurance premiums financing — 70 Subtotal 1,255 4,296 Less: unamortized debt discount — (1,820 ) Total 1,255 2,476 Less: current portion of notes payable (145 ) (227 ) Long-term portion of notes payable $ 1,110 $ 2,249 The corresponding notes payable above are more fully discussed below: (A) Convertible Notes Payable – collateralized Iliad Research and Trading, L.P. On March 6, 2019 ( two twenty May 15, 2023, The provisions of the Iliad Research note contained a weekly volume limitation on the number of shares common stock received from note conversions that can be sold (“Volume Limitation”). In the event of Volume Limitation breach, the Outstanding Balance of the Iliad Research note was reduced by an amount equal to such Excess Sales (the “Outstanding Balance Reduction”). During the year ended December 31, 2021 ( On December 14, 2021 ( 2020. January 7, 2022 ( On January 20, 2022 ( 1 May 15, 2022, 2 not February 16, 2022, ( 3 2021 4 5 not During the second 2022, July 15, 2022, May 15, 2023. The outstanding balance on the Iliad Research note was approximately $2,144,000 at December 31, 2021 ( August 30, 2022, The conversion features embedded within the Iliad Research note represented an embedded derivative. Accordingly, the embedded conversion right was bifurcated from the debt host and accounted for as a derivative liability and remeasured to fair value each reporting period. Fair value was determined using a Monte Carlo simulation model. For the year ended December 31, 2022, August 30, 2022 ( December 31, 2022 ( Debt Issuance Costs, Debt Discount, and Investment Length Premium Associated with the Iliad Research Note Debt issuance costs consisted of fees incurred through securing financing from Iliad Research on March 6, 2019 ( first second 5% 18 24 30 Debt issuance costs, debt discount and investment length premium were amortized to interest expense over the term of the related debt using the straight-line method. Total amortization expense for the year ended December 31, 2022 NextPlat Investors In August 2022, 1. The Maturity Date was extended to August 31 2. The Outstanding Balance bore interest at the simple annual rate of five 3. The Predecessor Company was prohibited from prepaying the Note. 4. The Conversion Price for the Note was modified to a fixed price of $4.00 per share of common stock. 5. The Note provided for mandatory conversion upon the later to occur of (a) the completion of the Predecessor Company’s reverse stock split, or (b) the listing of the Company’s common stock on a national exchange, including the Nasdaq Capital Market, the Nasdaq Global Market, or the New York Stock Exchange. The outstanding balance on the NextPlat Investors Note was approximately $2.8 million at December 31, 2022, December 31, 2022 ( December 31, 2022 ( On May 5, 2023, six June 30, 2023. Embedded Derivative Liability - Predecessor Company The Company identified an embedded derivative feature in the NextPlat Investors Note and concluded that it required bifurcation and liability classification as a derivative liability. The fair value of the embedded derivative at the issuance date of the Note ( August 30, 2022) December 31, 2022. December 29, 2022, Debt Issuance Costs and Debt Discount Associated with the NextPlat Investors Note - Predecessor Company Debt issuance costs consisted of fees incurred from the Placement Agent and Investment Advisor associated with the NextPlat Investors Debt Modification Agreement. Debt discount consisted of the discount recorded from the issuance of approximately 105,000 shares of common stock to the NextPlat Investors as consideration for the Debt Modification Agreement. Debt issuance costs and debt discount were amortized to interest expense over the term of the related debt using the straight-line method. There was no amortization expense for debt issuance costs and debt discount for the six December 31, 2023 ( six June 30, 2023 December 31, 2022 As a result of the Debt Conversion, the remaining balance of debt issuance costs and debt discount of approximately $1.7 million at the date of the Debt Conversion was written off and recognized as part of debt conversion expense for the six June 30, 2023 (B) Mortgage Note Payable – collateralized In 2018, 901 400 December 14, 2028 119 January 2019, not December 14, 2028. (C) Note Payable – Uncollateralized As of December 31, 2023 2022 (D) Notes Payable – Collateralized In September 2019, 48 third 2023 December 31, 2023. December 31, 2022 December 31, 2022. In April 2021, 2021, 46 December 31, 2023 2022 2021. In July 2022, 60 January 2023. December 31, 2023 2022, December 31, 2023 2022, In September 2022, 24 October 2022. December 31, 2023 2022, December 31, 2023 2022, Principal outstanding as of December 31, 2023 Successor Year Amount 2024 $ 145 2025 114 2026 119 2027 124 2028 753 Total $ 1,255 Interest expense on these notes payable for the Successor Company was approximately $29,000 for the six December 31, 2023. six June 30, 2023 December 31, 2022, |
Note 15 - Lease Obligations
Note 15 - Lease Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Lessee, Operating and Finance Leases [Text Block] | Note 15. The Company has entered into a number of lease arrangements under which the Company is the lessee. Three of the leases are classified as finance leases and four 842 one Finance Leases In May 2018, March 2025, December 31, 2023 2022 In December 2020, November 2023. Operating Leases The Company entered into a lease agreement for its Orlando pharmacy in August 2020. February 2026. February 2021, The Company leases its North Miami Beach pharmacy location under an operating lease agreement with a lease commencement date in September 2021. August 2026. The Company also leases its Palm Beach County pharmacy locations under operating lease agreements expiring in February 2025. The Company entered into a lease agreement for pharmacy equipment in October 2022. October 2025. November 2023, The Company recognized lease costs associated with all leases as follows (in thousands): Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Operating lease cost: Fixed rent expense $ 93 $ 76 $ 150 Variable rent expense 20 21 42 Finance lease cost: Amortization of right-of-use assets 15 17 32 Interest expense 1 1 3 Total lease costs $ 129 $ 115 $ 227 Supplemental cash flow information related to leases was as follows (in thousands): Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 83 $ 81 $ 160 Financing cash flows from finance leases 15 17 40 Total cash paid for lease liabilities $ 98 $ 98 $ 200 Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Successor Predecessor December 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets, net $ 427 $ 446 Operating lease liabilities: Current portion 170 200 Long-term portion 214 279 Weighted average remaining lease term (years) 2.24 3.11 Weighted average discount rate 4.8 % 4.8 % Finance leases: Finance lease right-of-use assets, net 22 54 Finance lease liabilities: Current portion 18 34 Long-term portion 5 24 Weighted average remaining lease term (years) 1.25 1.89 Weighted average discount rate 6.0 % 4.4 % Future maturities of lease liabilities as of December 31, 2023 Year Finance Lease Operating Lease Total Future Lease Commitments 2024 $ 20 $ 183 $ 203 2025 4 167 171 2026 — 53 53 Total lease payments to be paid 24 403 427 Less: future interest expense (1 ) (19 ) (20 ) Lease liabilities 23 384 407 Less: current maturities (18 ) (170 ) (188 ) Long-term portion of lease liabilities $ 5 $ 214 $ 219 |
Note 16 - Stockholders' Equity
Note 16 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | Note 16. Equity Preferred Stock The Company has 10,000,000 shares of preferred stock authorized. As of December 31, 2023 2022, Series A Preferred Stock - Predecessor Company The Series A preferred stock is a non-dividend producing instrument that ranks superior to the Company’s common stock. Each one 1 x 0.019607 multiplied by divided by 0.49, minus With respect to all matters upon which stockholders are entitled to vote or to which shareholders are entitled to give consent, the holders of the outstanding shares of Series A Preferred Stock shall vote together with the holders of common stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws. In July 2014, October 2020, August 2022, December 31, 2022. Series B Convertible Preferred Stock - Predecessor Company On August 30, 2022, one one may The Series B Convertible Preferred Stock ranks senior to our common stock as to distribution of assets upon liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary. The shares of Series B Convertible Preferred Stock shall have a liquidation preference to all other classes of stock of the Company in the amount of $2,000 per share. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series B Convertible Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company (i) $2,000 per share plus (ii) the same amount that a holder of common stock would receive if the Series B Convertible Preferred Stock were fully converted to common stock which amounts shall be paid pari passu With respect to all matters upon which stockholders are entitled to vote or to which shareholders are entitled to give consent, the holders of the outstanding shares of Preferred Stock shall vote together with the holders of common stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws. Common Stock and Common Stock Purchase Warrants On December 29, 2022, 1 2022 On May 5, 2023, three 480 July 1, 2023, Also on May 5, 2023, September 2, 2022, three 480 July 1, 2023, December 31, 2023, At the same time as the SPA and DCA, the Predecessor Company and NextPlat entered into the Debenture Purchase Agreement. Under the Debenture Purchase Agreement, the Predecessor Company agreed to issue, and NextPlat agreed to purchase, from time to time during the three December 31, 2023, Dawson James Securities, Inc. (the “Placement Agent”) served as placement agent for the Unit Purchase. In consideration for the Placement Agent’s services, the Predecessor Company issued to the Placement Agent and its affiliates warrants to purchase 91,000 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have a five December 2023. 480 In addition, the Predecessor Company issued 330,000 warrants to certain existing Progressive Care investors to induce them to approve the transaction contemplated by the SPA (the “Inducement Warrants”). Charles M. Fernandez and Rodney Barreto received Inducement Warrants to purchase 190,000 and 30,000 shares of Common Stock, respectively. The Inducement Warrants have a three 480 July 1, 2023, December 31, 2023, |
Note 17 - Stock-based Compensat
Note 17 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | Note 17. Stock-based compensation is recorded in selling, general, and administrative expenses in the Consolidated Statement of Operations. The Successor Company recorded total stock-based compensation expense of approximately $1.4 million for the six December 31, 2023, six June 30, 2023 December 31, 2022, Stock Award Plan The Company maintains stock incentive plans to attract, motivate, and retain management, key employees, directors, and consultants. These plans provide for discretionary awards in the form of either restricted stock units (“RSUs”) or stock options. Restricted Stock Units During the six December 31, 2023, six June 30, 2023 December 31, 2022, Stock Options The following table summarizes our stock options activity (in thousands, except for weighted average exercise price and weighted average remaining contractual life): Number Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Balance outstanding at January 1, 2022 (Predecessor) — $ — $ — — Granted 322 $ 2.65 $ 5.93 9.44 Exercised — $ — $ — — Forfeited — $ — $ — — Cancelled — $ — $ — — Balance outstanding at December 31, 2022 (Predecessor) 322 $ 2.65 $ 5.93 9.44 Granted — $ — $ — — Exercised — $ — $ — — Forfeited — $ — $ — — Cancelled — $ — $ — — Balance outstanding at June 30, 2023 (Predecessor) 322 $ 2.65 $ 5.93 8.94 Balance outstanding at July 1, 2023 (Successor) 322 $ 2.65 $ 5.93 8.94 Granted — $ — $ — — Exercised — $ — $ — — Forfeited — $ — $ — — Cancelled — $ — $ — — Balance outstanding at December 31, 2023 (Successor) 322 $ 2.65 $ 5.93 8.44 Options exercisable at December 31, 2023 322 $ 2.65 $ 5.93 8.44 As a result of the change in control on July 1, 2023, no December 31, 2023. The fair value of option awards was estimated on the date of grant using the Monte Carlo simulation model. Expected volatilities are based on historical volatilities of the Company’s common stock. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not The fair value of options granted during 2022 Risk-free interest rate 3.5 % Expected term (in years) 10 Expected stock price volatility 120 % Dividend yield 0 % |
Note 18 - Income Taxes
Note 18 - Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 18. Income tax provision consisted of the following (in thousands): Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Current: Federal $ — $ — $ — State — — — Total current — — — Deferred: Federal — — — State — — 1 Total deferred — — 1 Total income tax provision $ — $ — $ 1 The following is a reconciliation of the federal income tax expense at the statutory rate of 21% for the periods presented to the effective income tax expense (in thousands): Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Federal income tax provision (benefit) at statutory rate $ (3,076 ) $ (1,001 ) $ (1,240 ) Permanent differences 2,855 1,135 (374 ) Net operating loss deduction (310 ) — — Provision true-up adjustments (488 ) (753 ) — Change in valuation allowance 1,139 607 1,615 Other (120 ) 12 — Income tax provision $ — $ — $ 1 Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset is as follows: Successor Predecessor December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforward $ 3,580 $ 3,315 Property and equipment and intangible assets 155 44 Other tax carry-overs 613 — Stock-based compensation 893 569 Reserves and allowances 85 38 Total deferred tax assets 5,326 3,966 Deferred tax liabilities: Book basis of intangible assets in excess of tax basis 3,650 54 Total deferred tax liabilities 3,650 54 Net deferred tax asset before valuation allowance 1,676 3,912 Less: valuation allowance (1,676 ) (3,912 ) Net deferred tax asset $ — $ — The net operating loss carryforward decreased from approximately $14.4 million at December 31, 2022 December 31, 2023. December 31, 2023 2022, 2023 2032 |
Note 19 - Reportable Segments
Note 19 - Reportable Segments | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 19. The Company has two 19 340B 340B Corporate includes certain assets and expenses related to corporate functions that are not The Company evaluates the performance of each of the segments based on income (loss) from operations. While the Company believes there are synergies between the two The accounting policies used to determine the results of the operating segments are the same as those utilized for the Consolidated Financial Statements as a whole. There are no The following tables present a summary of income (loss) from operations of the reportable segments (in thousands): Successor Six Months Ended December 31, 2023 Pharmacy Operations Third-Party Administration Corporate Total Consolidated Sales of products, net $ 21,412 $ — $ — $ 21,412 Revenues from services 4,145 1,222 — 5,367 Revenues, net 25,557 1,222 — 26,779 Costs of products 18,191 — — 18,191 Costs of services — 132 — 132 Costs of revenue 18,191 132 — 18,323 Gross profit 7,366 1,090 — 8,456 Operating expenses: Salaries and wages 3,551 71 351 3,973 Professional fees 2 121 383 506 Depreciation and amortization 1,165 290 8 1,463 Selling, general, and administrative 1,383 17 1,877 3,277 Goodwill impairment 13,895 — — 13,895 Total operating expenses 19,996 499 2,619 23,114 Income (loss) from operations (12,630 ) 591 (2,619 ) (14,658 ) Other (expense) income (33 ) — 43 10 (Loss) income before income taxes (12,663 ) 591 (2,576 ) (14,648 ) Provision for income taxes — — — — Net (loss) income $ (12,663 ) $ 591 $ (2,576 ) $ (14,648 ) Predecessor Six Months Ended June 30, 2023 Pharmacy Operations Third-Party Administration Corporate Total Consolidated Sales of products, net $ 19,193 $ — $ — $ 19,193 Revenues from services 2,558 1,197 — 3,755 Revenues, net 21,751 1,197 — 22,948 Costs of products 16,132 — — 16,132 Costs of services — 110 — 110 Costs of revenue 16,132 110 — 16,242 Gross profit 5,619 1,087 — 6,706 Operating expenses: Salaries and wages 2,972 52 276 3,300 Professional fees 389 156 503 1,048 Depreciation and amortization 123 9 5 137 Selling, general, and administrative 1,226 8 348 1,582 Total operating expenses 4,710 225 1,132 6,067 Income (loss) from operations 909 862 (1,132 ) 639 Other expense (27 ) — (5,379 ) (5,406 ) Income (loss) before income taxes 882 862 (6,511 ) (4,767 ) Provision for income taxes — — — — Net income (loss) $ 882 $ 862 $ (6,511 ) $ (4,767 ) Predecessor Year Ended December 31, 2022 Pharmacy Operations Third-Party Administration Corporate Total Consolidated Sales of products, net $ 36,608 $ — $ — $ 36,608 Revenues from services 2,869 1,125 — 3,994 Revenues, net 39,477 1,125 — 40,602 Costs of products 30,656 — — 30,656 Costs of services — 243 — 243 Costs of revenue 30,656 243 — 30,899 Gross profit 8,821 882 — 9,703 Operating expenses: Salaries and wages 4,712 44 1,087 5,843 Professional fees 384 131 688 1,203 Depreciation and amortization 205 4 — 209 Selling, general, and administrative 2,967 18 2,042 5,027 Total operating expenses 8,268 197 3,817 12,282 Income (loss) from operations 553 685 (3,817 ) (2,579 ) Other income (expense) 2,106 — (5,430 ) (3,324 ) Income (loss) before income taxes 2,659 685 (9,247 ) (5,903 ) Provision for income taxes (1 ) — — (1 ) Net income (loss) $ 2,658 $ 685 $ (9,247 ) $ (5,904 ) Total assets by segment were as follows (in thousands): Pharmacy Operations Third-Party Administration Corporate Eliminations (1) Total Consolidated Total Assets as of December 31, 2023 (Successor) $ 38,516 $ 4,573 $ 69 $ (2,774 ) $ 40,384 Total Assets as of December 31, 2022 (Predecessor) $ 14,582 $ 2,057 $ 4,150 $ (2,774 ) $ 18,015 (1) Eliminations consist of investments in subsidiaries between the Pharmacy Operations segment and Corporate. Capital expenditures for the Pharmacy Operations reporting segment were approximately $0.5 million for the six December 31, 2023 ( six June 30, 2023 December 31, 2022, no six December 31, 2023 ( six June 30, 2023 December 31, 2022 ( |
Note 20 - Commitments and Conti
Note 20 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 20. Legal Matters On May 3, 2022, July 1, 2022, 13 July 8, 2022. third 2023 December 31, 2023. December 31, 2022 ( |
Note 21 - Related Party Transac
Note 21 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 21. Successor Company During the six December 31, 2023, May 1, 2023. On July 1, 2023, Predecessor Company On August 30, 2022, March 6, 2019, On February 1, 2023, May 1, 2023, six June 30, 2023, On May 5, 2023, On May 9, 2023, |
Note 22 - Retirement Plan
Note 22 - Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Retirement Benefits [Text Block] | Note 22. The Company sponsors a 401 901, 1002 one no six December 31, 2023 six June 30, 2023, December 31, 2022. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Emerging Growth Company [Policy Text Block] | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2 2012 may not not not 404 not Further, Section 102 1 not not |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to residual values, estimated asset lives, impairments and credit losses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances for making judgments about the carrying values of assets and liabilities that are not may |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassifications Certain reclassifications have been made to the 2022 2023 not |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting The Company evaluated segment reporting in accordance with ASC 280, Segment Reporting two two two |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash The Company maintains its cash in bank deposit accounts at several financial institutions, which are insured by the Federal Deposit Insurance Corporation (“FDIC”) and at times may $250,000. December 31, 2023 July 2023, $250,000. Cash Equivalents The Company considers all highly-liquid investments purchased with an original maturity of three December 31, 2023 2022 |
Accounts Receivable [Policy Text Block] | Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are stated at the invoiced amount. Trade accounts receivable primarily include amounts from third no |
Risks and Uncertainties [Policy Text Block] | Risks and Uncertainties The Company’s operations are subject to intense competition, risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations Suppliers: The Company had significant concentrations with one six December 31, 2023 six June 30, 2023 ( December 31, 2022 ( Customers: The Company derives a significant portion of sales from prescription drug sales reimbursed through prescription drug plans administered by PBM companies. Prescription reimbursements from three Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 A 31 % 28 % — B 29 % 38 % 56 % C 14 % 19 % 36 % |
Inventory, Policy [Policy Text Block] | Inventory Inventory is valued on a lower of first first December 31, 2023 2022 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost or fair value if acquired as part of a business combination. Property and equipment are depreciated or amortized using the straight-line method over their estimated useful lives. Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded, when appropriate. Expenditures for maintenance and repairs are charged to expense as incurred. |
Business Combinations Policy [Policy Text Block] | Business acquisitions The Company records business acquisitions using the acquisition method of accounting. All of the assets acquired, liabilities assumed, and contractual contingencies are recognized at their fair value on the acquisition date. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized and goodwill. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and are expensed as incurred. The Company uses a measurement period following the acquisition date to gather information that existed as of the acquisition date that is needed to determine the fair value of the assets acquired, liabilities assumed and equity interests. The measurement period ends once all information is obtained, but no one |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not fourth not |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Acquired intangible assets with finite lives other than goodwill are amortized over their useful lives. For intangible assets acquired in a business combination, the estimated fair values of the assets received are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach, and/or cost approach are used to measure fair value. Intangible assets subject to amortization represent the fair value of client relationships and tradenames acquired, as well as non-compete agreements to which the Company is a party and capitalized software development costs. In valuing these assets, the Company makes assumptions regarding useful lives and projected growth rates, and significant judgment is required. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-lived Asset Impairment The Company reviews its long-lived assets, comprised of property and equipment, right-of-use assets, and intangible assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not 360 10, Accounting for the Impairment or Disposal of Long-Lived Assets December 31, 2023, no |
Derivatives, Policy [Policy Text Block] | Derivative Liabilities The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810 10 05 4 815 40 25 The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the Consolidated Balance Sheets as current or non-current based on whether or not 12 The fair value of these derivative instruments is determined using the Monte Carlo Simulation Model. |
Revenue [Policy Text Block] | Revenue Recognition The Company provides prescription pharmaceuticals, COVID- 19 340B 340B 340B 340B The Company recognizes product sales from prescriptions dispensed to patients (customers) at the time the drugs are physically delivered to a customer or when a customer picks up their prescription, which is the point in time when control transfers to the customer. 340B 340B third 340B 340B not not The Company accrues an estimate of PBM fees, including direct and indirect remuneration (“DIR”) fees, which are assessed or expected to be assessed by payers at some point after adjudication of a claim, as a reduction of prescription revenue at the time revenue is recognized. Changes in the estimate of such fees are recorded as an adjustment to revenue when the change becomes known. DIR fees are fees charged by PBMs to pharmacies for network participation as well as periodic reimbursement reconciliations. For some PBMs, DIR fees are charged at the time of the settlement of a pharmacy claim. Other PBMs do not two two three January – April 2023 July – August 2023). not may Billings for most prescription orders are with third The Company recognizes revenue from TPA services as it satisfies the performance obligations under the TPA contract with a 340B one may 340B As stated in the TPA agreements, the Company receives a fixed percentage which is applied to the gross pharmacy service billings over the contract period. The gross pharmacy service billings are estimated based on the number of prescriptions filled by the Pharmacy Service contractor multiplied by the reimbursement rates set by the insurance providers. The Company invoices the covered entities for TPA services on a semi-monthly basis and collections are within 24 45 ASC 606 may The Company recognizes COVID- 19 The following tables disaggregates net revenues by categories (in thousands): Successor Six Months Ended December 31, 2023 Pharmacy Operations Third-Party Administration Corporate Total Sales of products, net Prescription revenue, net of PBM fees $ 21,481 $ — $ — $ 21,481 COVID-19 testing revenue 7 — — 7 Other revenue 8 — — 8 Subtotal 21,496 — — 21,496 Revenues from services: 340B contract revenue 4,061 1,222 — 5,283 Revenues, net $ 25,557 $ 1,222 $ — $ 26,779 Predecessor Six Months Ended June 30, 2023 Pharmacy Operations Third-Party Administration Corporate Total Sales of products, net Prescription revenue, net of PBM fees $ 19,219 $ — $ — $ 19,219 COVID-19 testing revenue 54 — — 54 Other revenue 5 — — 5 Subtotal 19,278 — — 19,278 Revenues from services: 340B contract revenue 2,473 1,197 — 3,670 Revenues, net $ 21,751 $ 1,197 $ — $ 22,948 Predecessor Year Ended December 31, 2022 Pharmacy Operations Third-Party Administration Corporate Total Sales of products, net Prescription revenue, net of PBM fees $ 34,894 $ — $ — $ 34,894 COVID-19 testing revenue 1,915 — — 1,915 Other revenue 3 — — 3 Subtotal 36,812 — — 36,812 Revenues from services: 340B contract revenue 2,665 1,125 — 3,790 Revenues, net $ 39,477 $ 1,125 $ — $ 40,602 Grant Revenue Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Predecessor Company was eligible for refundable employee retention credits (“ERCs”) subject to certain conditions which were met during the year ended December 31, 2022. 958 605. December 31, 2022. December 31, 2022, December 31, 2022 December 31, 2023. |
Cost of Goods and Service [Policy Text Block] | Cost of Products and Services Cost of prescription revenue is derived based upon vendor purchases relating to prescriptions sold, cost of testing supplies for tests administered to patients, and point-of-sale scanning information for non-prescription sales and is adjusted based on periodic inventories. All other costs related to revenues are expensed as incurred. |
Advertising Cost [Policy Text Block] | Advertising Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Advertising expense was approximately $0.1 million, $0.1 million, and $0.3 million for the six December 31, 2023, six June 30, 2023, December 31, 2022, |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation Stock-based compensation expense is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. The Company uses the Black-Scholes and Monte Carlo Simulation models to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Stock-based compensation expense is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. The Company’s policy is to recognize forfeitures as they occur. |
Stock Warrants [Policy Text Block] | Stock Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity 480” 815, Derivatives and Hedging 815” 480, 480, 815, For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not |
Stockholders' Equity, Policy [Policy Text Block] | Offering Costs The Company complies with the requirements of ASC 340 10 S99 1 5A Expenses of Offering |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Progressive Care Inc., RXMD Therapeutics and PharmcoRx 1103 901 1002 901 1002’s 901 1002; 901 1002’s The Company accounts for uncertainty in income taxes by recognizing a tax position in the consolidated financial statements only after determining that the relevant tax authority would more likely than not not 50 not December 31, 2023 2022 no 2020. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding, adjusted for the dilutive effect of common stock purchase warrants and stock options, using the treasury stock method, and convertible debt, using the if converted method. See Note 7 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Standards In August 2023, 2023 04, 405 No. 121”, No. 121. no In July 2023, 2023 03, 205 220 480 505 718 No. 120, no In June 2016, 2016 13, 326 2016 13” November 2018, 2018 19, 326, not April 2019, 2019 04, 326, 815, 825, 2016 13. March 2020, 2020 03, 842 326. 2016 13 December 15, 2022, January 1, 2023 no Accounting Pronouncements Issued but not In December 2023, 2023 09, 740 2023 09” 2023 09 December 15, 2024, January 1, 2025. not In November 2023, 2023 07, 280 2023 07” 2023 07 December 15, 2023, December 15, 2024, January 1, 2024. not Management has evaluated other recently issued accounting pronouncements and does not |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 A 31 % 28 % — B 29 % 38 % 56 % C 14 % 19 % 36 % |
Disaggregation of Revenue [Table Text Block] | Successor Six Months Ended December 31, 2023 Pharmacy Operations Third-Party Administration Corporate Total Sales of products, net Prescription revenue, net of PBM fees $ 21,481 $ — $ — $ 21,481 COVID-19 testing revenue 7 — — 7 Other revenue 8 — — 8 Subtotal 21,496 — — 21,496 Revenues from services: 340B contract revenue 4,061 1,222 — 5,283 Revenues, net $ 25,557 $ 1,222 $ — $ 26,779 Predecessor Six Months Ended June 30, 2023 Pharmacy Operations Third-Party Administration Corporate Total Sales of products, net Prescription revenue, net of PBM fees $ 19,219 $ — $ — $ 19,219 COVID-19 testing revenue 54 — — 54 Other revenue 5 — — 5 Subtotal 19,278 — — 19,278 Revenues from services: 340B contract revenue 2,473 1,197 — 3,670 Revenues, net $ 21,751 $ 1,197 $ — $ 22,948 Predecessor Year Ended December 31, 2022 Pharmacy Operations Third-Party Administration Corporate Total Sales of products, net Prescription revenue, net of PBM fees $ 34,894 $ — $ — $ 34,894 COVID-19 testing revenue 1,915 — — 1,915 Other revenue 3 — — 3 Subtotal 36,812 — — 36,812 Revenues from services: 340B contract revenue 2,665 1,125 — 3,790 Revenues, net $ 39,477 $ 1,125 $ — $ 40,602 |
Note 4 - Business Combination (
Note 4 - Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (in thousands) Total consideration $ 39,895 Fair value of identifiable net assets: Cash 7,352 Accounts receivable 6,478 Receivables - other 506 Inventory 1,631 Prepaid expenses 220 Property and equipment 2,883 Right-of-use assets 405 Intangible assets: Trade name 1 4,700 Developed technology 2 2,880 Pharmacy records 2 8,130 Deposits 39 Accounts payable and accrued expenses (8,195 ) Notes payable and accrued interest - current portion (149 ) Lease liabilities - current portion (208 ) Notes payable - long-term (1,173 ) Lease liabilities - long-term (230 ) Deferred tax liability 3 — Total fair value of net assets $ 25,269 Goodwill $ 14,626 |
Note 6 - Fair Value Measureme_2
Note 6 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Derivative Liabilities Balance at January 1, 2022 $ 222 Changes in fair value 3,322 New derivatives 8,042 Transfers out (11,586 ) Balance at December 31, 2022 $ — |
Note 7 - Earnings (Loss) Per _2
Note 7 - Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Net loss attributable to common shareholders $ (14,648 ) $ (4,767 ) $ (6,445 ) Basic weighted average common shares outstanding 6,196 3,896 2,912 Potentially dilutive common shares — — — Diluted weighted average common shares outstanding 6,196 3,896 2,912 Basic weighted average loss per common share $ (2.36 ) $ (1.22 ) $ (2.21 ) Diluted weighted average loss per common share $ (2.36 ) $ (1.22 ) $ (2.21 ) Potentially dilutive common shares excluded from the calculation of diluted weighted average loss per common share: Common stock purchase warrants 388 1,155 577 Stock options 140 136 192 Convertible debt — — 709 528 1,291 1,478 |
Note 8 - Private Placement Tr_2
Note 8 - Private Placement Transaction and Warrant Liabilities - Predecessor Company (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | August 30, 2022 (1) December 29, 2022 (2) Fair market value of the Company’s stock (3) $ 4.40 $ 6.00 Exercise price $ 4.00 $ 4.00 Stock price $ 4.00 $ 4.00 Term (4) (in years) 5 5 Expected life (5) (in years) 5 5 Volatility 90.0 % 90.0 % Risk-free interest rate (6) 3.3 % 4.0 % Warrants measurement input 3.3 % 4.0 % |
Note 9 - Accounts Receivable _2
Note 9 - Accounts Receivable - Trade, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Successor Predecessor December 31, 2023 December 31, 2022 Gross accounts receivable – trade $ 8,611 $ 3,876 Less: allowance for credit losses (272 ) (204 ) Accounts receivable – trade, net $ 8,339 $ 3,672 |
Accounts Receivable, Allowance for Credit Loss [Table Text Block] | Balance at Beginning of Period Additions Charged (Credited) to Expense Net Deductions (Recoveries) Balance at End of Period Year ended December 31, 2022 (Predecessor) Accounts receivable, allowance for credit losses $ 207 $ (3 ) $ — $ 204 Six months ended June 30, 2023 (Predecessor) Accounts receivable, allowance for credit losses $ 204 $ 21 $ — $ 225 Six months ended December 31, 2023 (Successor) Accounts receivable, allowance for credit losses $ 225 $ 47 $ — $ 272 |
Note 10 - Receivables - Other_2
Note 10 - Receivables - Other, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Other Receivables, Net [Table Text Block] | Successor Predecessor December 31, 2023 December 31, 2022 Performance bonuses $ 1,602 $ 1,224 Customers 192 — Other 52 278 Covered entities — 25 Vendor credits — 503 $ 1,846 $ 2,030 |
Note 11 - Property and Equipm_2
Note 11 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Successor Predecessor Estimated Useful Life December 31, 2023 December 31, 2022 Building 40 years $ 2,116 $ 1,651 Vehicles 3 - 5 years 595 252 Furniture and equipment 5 years 388 424 Land --- 184 184 Leasehold improvements and fixtures Lesser of estimated useful life or life of lease 76 277 Computer equipment 3 years 39 101 Construction in progress --- 22 — Building improvements Remaining life of the building — 513 Total 3,420 3,402 Less: accumulated depreciation (136 ) (819 ) Property and equipment, net $ 3,284 $ 2,583 |
Note 12 - Goodwill and Intang_2
Note 12 - Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Pharmacy Operations Third-Party Administration Total Balances as of December 31, 2021 (Predecessor) Goodwill $ 1,388 $ — $ 1,388 Accumulated impairment losses — — — Goodwill, net as of December 31, 2021 (Predecessor) 1,388 — 1,388 Changes in Goodwill during the year ended December 31, 2022: Goodwill acquired — — — Impairment losses — — — Balances as of December 31, 2022 (Predecessor) Goodwill 1,388 — 1,388 Accumulated impairment losses — — — Goodwill, net as of December 31, 2022 (Predecessor) 1,388 — 1,388 Changes in Goodwill during the six months ended June 30, 2023 (Predecessor): Goodwill acquired — — — Impairment losses — — — Balances as of June 30, 2023 (Predecessor) Goodwill 1,388 — 1,388 Accumulated impairment losses — — — Goodwill net as of June 30, 2023 (Predecessor) 1,388 — 1,388 Changes in Goodwill during the six months ended December 31, 2023 (Successor): Goodwill acquired 13,895 731 14,626 Impairment losses (13,895 ) — (13,895 ) Balance as of December 31, 2023 (Successor) Goodwill 13,895 731 14,626 Accumulated impairment losses (13,895 ) — (13,895 ) Goodwill, net as of December 31, 2023 (Successor) $ — $ 731 $ 731 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Successor Predecessor December 31, 2023 December 31, 2022 Gross amount Accumulated amortization Net Amount Gross amount Accumulated amortization Net Amount Pharmacy records $ 8,130 $ (807 ) $ 7,323 $ 263 $ (263 ) $ — Tradenames 4,700 (224 ) 4,476 362 (362 ) — Developed technology 2,880 (281 ) 2,599 — — Software — — — 86 (4 ) 82 Non-compete agreements — — — 166 (121 ) 45 Website — — — 68 (68 ) — Total intangible assets $ 15,710 $ (1,312 ) $ 14,398 $ 945 $ (818 ) $ 127 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Successor Year Amount 2024 $ 2,696 2025 2,672 2026 2,672 2027 2,672 2028 1,571 Thereafter 2,115 Total $ 14,398 |
Note 13 - Accounts Payable an_2
Note 13 - Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Successor Predecessor December 31, 2023 December 31, 2022 Accounts payable – trade $ 11,256 $ 6,517 Accrued payroll and payroll taxes 167 229 Accrued PBM fees 571 501 Other accrued liabilities 164 137 Total $ 12,158 $ 7,384 |
Note 14 - Notes Payable (Tables
Note 14 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | Successor Predecessor December 31, 2023 December 31, 2022 A. Convertible note payable and accrued interest - collateralized $ — $ 2,838 B. Mortgage note payable - commercial bank - collateralized 1,140 1,226 C. Note payable - uncollateralized 25 25 D. Notes payable - collateralized 90 137 Insurance premiums financing — 70 Subtotal 1,255 4,296 Less: unamortized debt discount — (1,820 ) Total 1,255 2,476 Less: current portion of notes payable (145 ) (227 ) Long-term portion of notes payable $ 1,110 $ 2,249 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Successor Year Amount 2024 $ 145 2025 114 2026 119 2027 124 2028 753 Total $ 1,255 |
Note 15 - Lease Obligations (Ta
Note 15 - Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Operating lease cost: Fixed rent expense $ 93 $ 76 $ 150 Variable rent expense 20 21 42 Finance lease cost: Amortization of right-of-use assets 15 17 32 Interest expense 1 1 3 Total lease costs $ 129 $ 115 $ 227 |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 83 $ 81 $ 160 Financing cash flows from finance leases 15 17 40 Total cash paid for lease liabilities $ 98 $ 98 $ 200 |
Supplemental Balance Sheet Information Related to Leases [Table Text Block] | Successor Predecessor December 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets, net $ 427 $ 446 Operating lease liabilities: Current portion 170 200 Long-term portion 214 279 Weighted average remaining lease term (years) 2.24 3.11 Weighted average discount rate 4.8 % 4.8 % Finance leases: Finance lease right-of-use assets, net 22 54 Finance lease liabilities: Current portion 18 34 Long-term portion 5 24 Weighted average remaining lease term (years) 1.25 1.89 Weighted average discount rate 6.0 % 4.4 % |
Lessee, Operating Lease and Finance Lease, Liability, to be Paid, Maturity [Table Text Block] | Year Finance Lease Operating Lease Total Future Lease Commitments 2024 $ 20 $ 183 $ 203 2025 4 167 171 2026 — 53 53 Total lease payments to be paid 24 403 427 Less: future interest expense (1 ) (19 ) (20 ) Lease liabilities 23 384 407 Less: current maturities (18 ) (170 ) (188 ) Long-term portion of lease liabilities $ 5 $ 214 $ 219 |
Note 17 - Stock-based Compens_2
Note 17 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Balance outstanding at January 1, 2022 (Predecessor) — $ — $ — — Granted 322 $ 2.65 $ 5.93 9.44 Exercised — $ — $ — — Forfeited — $ — $ — — Cancelled — $ — $ — — Balance outstanding at December 31, 2022 (Predecessor) 322 $ 2.65 $ 5.93 9.44 Granted — $ — $ — — Exercised — $ — $ — — Forfeited — $ — $ — — Cancelled — $ — $ — — Balance outstanding at June 30, 2023 (Predecessor) 322 $ 2.65 $ 5.93 8.94 Balance outstanding at July 1, 2023 (Successor) 322 $ 2.65 $ 5.93 8.94 Granted — $ — $ — — Exercised — $ — $ — — Forfeited — $ — $ — — Cancelled — $ — $ — — Balance outstanding at December 31, 2023 (Successor) 322 $ 2.65 $ 5.93 8.44 Options exercisable at December 31, 2023 322 $ 2.65 $ 5.93 8.44 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Risk-free interest rate 3.5 % Expected term (in years) 10 Expected stock price volatility 120 % Dividend yield 0 % |
Note 18 - Income Taxes (Tables)
Note 18 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Current: Federal $ — $ — $ — State — — — Total current — — — Deferred: Federal — — — State — — 1 Total deferred — — 1 Total income tax provision $ — $ — $ 1 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Successor Predecessor Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Federal income tax provision (benefit) at statutory rate $ (3,076 ) $ (1,001 ) $ (1,240 ) Permanent differences 2,855 1,135 (374 ) Net operating loss deduction (310 ) — — Provision true-up adjustments (488 ) (753 ) — Change in valuation allowance 1,139 607 1,615 Other (120 ) 12 — Income tax provision $ — $ — $ 1 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Successor Predecessor December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforward $ 3,580 $ 3,315 Property and equipment and intangible assets 155 44 Other tax carry-overs 613 — Stock-based compensation 893 569 Reserves and allowances 85 38 Total deferred tax assets 5,326 3,966 Deferred tax liabilities: Book basis of intangible assets in excess of tax basis 3,650 54 Total deferred tax liabilities 3,650 54 Net deferred tax asset before valuation allowance 1,676 3,912 Less: valuation allowance (1,676 ) (3,912 ) Net deferred tax asset $ — $ — |
Note 19 - Reportable Segments (
Note 19 - Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Successor Six Months Ended December 31, 2023 Pharmacy Operations Third-Party Administration Corporate Total Consolidated Sales of products, net $ 21,412 $ — $ — $ 21,412 Revenues from services 4,145 1,222 — 5,367 Revenues, net 25,557 1,222 — 26,779 Costs of products 18,191 — — 18,191 Costs of services — 132 — 132 Costs of revenue 18,191 132 — 18,323 Gross profit 7,366 1,090 — 8,456 Operating expenses: Salaries and wages 3,551 71 351 3,973 Professional fees 2 121 383 506 Depreciation and amortization 1,165 290 8 1,463 Selling, general, and administrative 1,383 17 1,877 3,277 Goodwill impairment 13,895 — — 13,895 Total operating expenses 19,996 499 2,619 23,114 Income (loss) from operations (12,630 ) 591 (2,619 ) (14,658 ) Other (expense) income (33 ) — 43 10 (Loss) income before income taxes (12,663 ) 591 (2,576 ) (14,648 ) Provision for income taxes — — — — Net (loss) income $ (12,663 ) $ 591 $ (2,576 ) $ (14,648 ) Predecessor Six Months Ended June 30, 2023 Pharmacy Operations Third-Party Administration Corporate Total Consolidated Sales of products, net $ 19,193 $ — $ — $ 19,193 Revenues from services 2,558 1,197 — 3,755 Revenues, net 21,751 1,197 — 22,948 Costs of products 16,132 — — 16,132 Costs of services — 110 — 110 Costs of revenue 16,132 110 — 16,242 Gross profit 5,619 1,087 — 6,706 Operating expenses: Salaries and wages 2,972 52 276 3,300 Professional fees 389 156 503 1,048 Depreciation and amortization 123 9 5 137 Selling, general, and administrative 1,226 8 348 1,582 Total operating expenses 4,710 225 1,132 6,067 Income (loss) from operations 909 862 (1,132 ) 639 Other expense (27 ) — (5,379 ) (5,406 ) Income (loss) before income taxes 882 862 (6,511 ) (4,767 ) Provision for income taxes — — — — Net income (loss) $ 882 $ 862 $ (6,511 ) $ (4,767 ) Predecessor Year Ended December 31, 2022 Pharmacy Operations Third-Party Administration Corporate Total Consolidated Sales of products, net $ 36,608 $ — $ — $ 36,608 Revenues from services 2,869 1,125 — 3,994 Revenues, net 39,477 1,125 — 40,602 Costs of products 30,656 — — 30,656 Costs of services — 243 — 243 Costs of revenue 30,656 243 — 30,899 Gross profit 8,821 882 — 9,703 Operating expenses: Salaries and wages 4,712 44 1,087 5,843 Professional fees 384 131 688 1,203 Depreciation and amortization 205 4 — 209 Selling, general, and administrative 2,967 18 2,042 5,027 Total operating expenses 8,268 197 3,817 12,282 Income (loss) from operations 553 685 (3,817 ) (2,579 ) Other income (expense) 2,106 — (5,430 ) (3,324 ) Income (loss) before income taxes 2,659 685 (9,247 ) (5,903 ) Provision for income taxes (1 ) — — (1 ) Net income (loss) $ 2,658 $ 685 $ (9,247 ) $ (5,904 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Pharmacy Operations Third-Party Administration Corporate Eliminations (1) Total Consolidated Total Assets as of December 31, 2023 (Successor) $ 38,516 $ 4,573 $ 69 $ (2,774 ) $ 40,384 Total Assets as of December 31, 2022 (Predecessor) $ 14,582 $ 2,057 $ 4,150 $ (2,774 ) $ 18,015 (1) Eliminations consist of investments in subsidiaries between the Pharmacy Operations segment and Corporate. |
Note 1 - Organization & Natur_2
Note 1 - Organization & Nature of Operations (Details Textual) | 12 Months Ended | ||
Jul. 01, 2023 shares | Dec. 31, 2023 | Oct. 21, 2010 | |
Number of Reportable Segments | 2 | ||
NextPlat Corp. and Messrs [Member] | |||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 632,269 | ||
Fernandez [Member] | |||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 211,470 | ||
Barreto [Member] | |||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 130,571 | ||
NextPlat, Chief Executive Officer, and Board Director [Member] | |||
Ownership Percentage | 53% | ||
Pharmco LLC [Member] | |||
Subsidiary, Ownership Percentage, Parent | 100% |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Number of Operating Segments | 2 | ||||
Number of Reportable Segments | 2 | ||||
Cash, Uninsured Amount | $ 2,700,000 | $ 2,700,000 | $ 2,700,000 | ||
Cash Equivalents, at Carrying Value | 0 | 0 | 0 | $ 0 | |
Inventory Adjustments | 65,000 | 65,000 | $ 65,000 | 40,000 | |
Revenue from Contract with Customer, Excluding Assessed Tax | 26,779,000 | $ 22,948,000 | $ 26,779,000 | 40,602,000 | |
Advertising Expense | $ 100,000 | $ 100,000 | 300,000 | ||
Pharmco 901 [Member] | |||||
Subsidiary, Ownership Percentage, Parent | 100% | 100% | 100% | ||
Pharmco 1002 [Member] | |||||
Subsidiary, Ownership Percentage, Parent | 100% | 100% | 100% | ||
Receivables - Other [Member] | |||||
Grant Revenue Receivable | $ 0 | $ 0 | $ 0 | 300,000 | |
Grant [Member] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,100,000 | ||||
Proceeds From Employee Retention Credits | $ 1,600,000 | ||||
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | |||||
Number of Major Vendors | 1 | 1 | 1 | ||
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | One Vendor [Member] | |||||
Concentration Risk, Percentage | 99% | 97% | 95% |
Note 3 - Summary of Significa_4
Note 3 - Summary of Significant Accounting Policies - Trade, Net - Concentrations (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Pharmacy Benefit Managers A [Member] | |||
Concentration | 31% | 28% | 0% |
Pharmacy Benefit Managers B [Member] | |||
Concentration | 29% | 38% | 56% |
Pharmacy Benefit Managers C [Member] | |||
Concentration | 14% | 19% | 36% |
Note 3 - Summary of Significa_5
Note 3 - Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue | $ 26,779 | $ 22,948 | $ 40,602 |
Intersegment Eliminations [Member] | |||
Revenue | 0 | 0 | 0 |
Prescription [Member] | |||
Revenue | 21,481 | 19,219 | 34,894 |
Prescription [Member] | Intersegment Eliminations [Member] | |||
Revenue | 0 | 0 | 0 |
COVID-19 Testing [Member] | |||
Revenue | 7 | 54 | 1,915 |
COVID-19 Testing [Member] | Intersegment Eliminations [Member] | |||
Revenue | 0 | 0 | 0 |
Product and Service, Other [Member] | |||
Revenue | 8 | 5 | 3 |
Product and Service, Other [Member] | Intersegment Eliminations [Member] | |||
Revenue | 0 | 0 | 0 |
Product [Member] | |||
Revenue | 21,496 | 19,278 | 36,812 |
Product [Member] | Intersegment Eliminations [Member] | |||
Revenue | 0 | 0 | 0 |
Three Hundred Forty B Contract [Member] | |||
Revenue | 5,283 | 3,670 | 3,790 |
Three Hundred Forty B Contract [Member] | Intersegment Eliminations [Member] | |||
Revenue | 0 | 0 | 0 |
Pharmacy Operations [Member] | Operating Segments [Member] | |||
Revenue | 25,557 | 21,751 | 39,477 |
Pharmacy Operations [Member] | Prescription [Member] | Operating Segments [Member] | |||
Revenue | 21,481 | 19,219 | 34,894 |
Pharmacy Operations [Member] | COVID-19 Testing [Member] | Operating Segments [Member] | |||
Revenue | 7 | 54 | 1,915 |
Pharmacy Operations [Member] | Product and Service, Other [Member] | Operating Segments [Member] | |||
Revenue | 8 | 5 | 3 |
Pharmacy Operations [Member] | Product [Member] | Operating Segments [Member] | |||
Revenue | 21,496 | 19,278 | 36,812 |
Pharmacy Operations [Member] | Three Hundred Forty B Contract [Member] | Operating Segments [Member] | |||
Revenue | 4,061 | 2,473 | 2,665 |
Third-party Administration [Member] | Operating Segments [Member] | |||
Revenue | 1,222 | 1,197 | 1,125 |
Third-party Administration [Member] | Prescription [Member] | Operating Segments [Member] | |||
Revenue | 0 | 0 | 0 |
Third-party Administration [Member] | COVID-19 Testing [Member] | Operating Segments [Member] | |||
Revenue | 0 | 0 | 0 |
Third-party Administration [Member] | Product and Service, Other [Member] | Operating Segments [Member] | |||
Revenue | 0 | 0 | 0 |
Third-party Administration [Member] | Product [Member] | Operating Segments [Member] | |||
Revenue | 0 | 0 | 0 |
Third-party Administration [Member] | Three Hundred Forty B Contract [Member] | Operating Segments [Member] | |||
Revenue | $ 1,222 | $ 1,197 | $ 1,125 |
Note 4 - Business Combination_2
Note 4 - Business Combination (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Common Stock, Shares, Outstanding (in shares) | 6,222,781 | 3,347,440 | |
Series B Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding (in shares) | 3,000 | 3,000 | |
NextPlat Corp. [Member] | |||
Implied Shares Outstanding (in shares) | 7,662,343 | ||
Business Acquisition, Share Price (in dollars per share) | $ 4.45 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 5,800 | ||
Common Stock, Shares, Outstanding (in shares) | 6,162,343 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 0 | $ 4,000 | |
NextPlat Corp. [Member] | Series B Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding (in shares) | 1,500,000 |
Note 4 - Business Combination -
Note 4 - Business Combination - Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | $ 731 | $ 1,388 | $ 1,388 | $ 1,388 | ||
NextPlat Corp. [Member] | ||||||
Total consideration | $ 39,895 | |||||
Cash | 7,352 | |||||
Accounts receivable | 6,478 | |||||
Receivables - other | 506 | |||||
Inventory | 1,631 | |||||
Prepaid expenses | 220 | |||||
Property and equipment | 2,883 | |||||
Right-of-use assets | 405 | |||||
Deposits | [1],[2] | 39 | ||||
Accounts payable and accrued expenses | (8,195) | |||||
Notes payable and accrued interest - current portion | (149) | |||||
Lease liabilities - current portion | (208) | |||||
Notes payable - long-term | (1,173) | |||||
Lease liabilities - long-term | (230) | |||||
Deferred tax liability3 | 0 | $ (4,000) | ||||
Total fair value of net assets | 25,269 | |||||
Goodwill | 14,626 | |||||
NextPlat Corp. [Member] | Trade Names [Member] | ||||||
Intangible assets, net | 4,700 | |||||
NextPlat Corp. [Member] | Developed Technology Rights [Member] | ||||||
Intangible assets, net | 2,880 | |||||
NextPlat Corp. [Member] | Pharmacy Records [Member] | ||||||
Intangible assets, net | $ 8,130 | |||||
[1]10 year amortization period[2]5 year amortization period |
Note 5 - Liquidity and Going _2
Note 5 - Liquidity and Going Concern Consideration (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | May 05, 2023 | Dec. 29, 2022 | [1] | Aug. 30, 2022 | [3] | ||
Retained Earnings (Accumulated Deficit) | $ (34,389) | $ (34,389) | $ (14,974) | |||||||
Net Income (Loss) Attributable to Parent | (14,648) | $ (4,767) | $ (14,648) | (5,904) | ||||||
Net Cash Provided by (Used in) Operating Activities | $ 724 | $ 150 | $ 669 | |||||||
Warrants and Rights Outstanding, Term (Year) | [2] | 5 years | 5 years | |||||||
Convertible Debt [Member] | ||||||||||
Debenture Purchase Agreement, Maximum Debt to be Issued | $ 10,000 | |||||||||
Secured Debt | $ 0 | |||||||||
PIPE Warrants [Member] | ||||||||||
Warrants and Rights Outstanding, Term (Year) | 3 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2.2 | |||||||||
[1]Measurement date prior to reverse stock split[2]The term is the contractual remaining term.[3]Date of issuance |
Note 6 - Fair Value Measureme_3
Note 6 - Fair Value Measurements (Details Textual) $ / shares in Units, $ in Millions | Dec. 31, 2023 $ / shares | Jun. 30, 2023 USD ($) | May 05, 2023 USD ($) | Dec. 29, 2022 | [1] | Aug. 30, 2022 USD ($) | ||
Warrants and Rights Outstanding | $ 6.1 | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.04 | 0.033 | [2] | |||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Warrants and Rights Outstanding, Measurement Input | [3] | 0.04 | 0.033 | [2] | ||||
Measurement Input, Expected Term [Member] | ||||||||
Warrants and Rights Outstanding, Measurement Input | [4] | 5 | 5 | [2] | ||||
Measurement Input, Price Volatility [Member] | ||||||||
Warrants and Rights Outstanding, Measurement Input | 0.90 | 0.90 | [2] | |||||
Common Stock Purchase Warrants [Member] | ||||||||
Warrants and Rights Outstanding | $ 4.6 | $ 0.7 | $ 4.6 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.2 | |||||||
Common Stock Purchase Warrants [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Warrants and Rights Outstanding, Measurement Input | 0.035 | |||||||
Common Stock Purchase Warrants [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | ||||||||
Warrants and Rights Outstanding, Measurement Input | 3 | |||||||
Common Stock Purchase Warrants [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Warrants and Rights Outstanding, Measurement Input | 0.93 | |||||||
Common Stock Purchase Warrants [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Warrants and Rights Outstanding, Measurement Input | 0.037 | |||||||
Common Stock Purchase Warrants [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | ||||||||
Warrants and Rights Outstanding, Measurement Input | 5.6 | |||||||
Common Stock Purchase Warrants [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Warrants and Rights Outstanding, Measurement Input | 1.02 | |||||||
[1]Measurement date prior to reverse stock split[2]Date of issuance[3]The risk-free rates used for inputs represent the yields on the valuation date with periods consistent with the contractual remaining term.[4]The expected life is the contractual term of the warrants. |
Note 6 - Fair Value Measureme_4
Note 6 - Fair Value Measurements - Recurring Fair Value Assets and Liabilities Using Unobservable Inputs (Details) - Derivative Financial Instruments, Liabilities [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Balance at January 1, 2022 | $ 222 |
Changes in fair value | 3,322 |
New derivatives | 8,042 |
Transfers out | (11,586) |
Balance at December 31, 2022 | $ 0 |
Note 7 - Earnings (Loss) Per _3
Note 7 - Earnings (Loss) Per Share - Components of Basic and Dilutes Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss attributable to common shareholders | $ (14,648) | $ (4,767) | $ (14,648) | $ (6,445) |
Weighted average number of common shares outstanding during the period – basic and diluted (in shares) | 6,196 | 3,896 | 6,196 | 2,912 |
Potentially dilutive common shares (in shares) | 0 | 0 | 0 | |
Diluted weighted average common shares outstanding (in shares) | 6,196 | 3,896 | 2,912 | |
Basic and diluted weighted average loss per common share (in dollars per share) | $ (2.36) | $ (1.22) | $ (2.36) | $ (2.21) |
Diluted weighted average loss per common share (in dollars per share) | $ (2.36) | $ (1.22) | $ (2.21) | |
Antidilutive securities (in shares) | 528 | 1,291 | 1,478 | |
Warrant [Member] | ||||
Antidilutive securities (in shares) | 388 | 1,155 | 577 | |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive securities (in shares) | 140 | 136 | 192 | |
Convertible Debt Securities [Member] | ||||
Antidilutive securities (in shares) | 0 | 0 | 709 |
Note 8 - Private Placement Tr_3
Note 8 - Private Placement Transaction and Warrant Liabilities - Predecessor Company (Details Textual) | 6 Months Ended | 12 Months Ended | ||||
May 05, 2023 USD ($) | Dec. 29, 2022 | Aug. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | |
Payments of Stock Issuance Costs | $ 35,000 | $ 120,000 | $ 579,000 | |||
Warrants and Rights Outstanding | $ 6,100,000 | |||||
Fair Value Adjustment of Warrants | (2,400,000) | |||||
Contingent Loss Due to Insufficient Authorized Shares | $ 1,000,000 | |||||
Reverse Stock Split [Member] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 200 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Investor Warrants [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 4 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 380,500 | |||||
Securities Purchase Agreement [Member] | ||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 6,000,000 | |||||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | shares | 3,000 | |||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | |||||
Payments of Stock Issuance Costs | $ 70,000 | $ 1,000,000 | ||||
Proceeds for Stock Issued and Withheld for Offering Costs | 600,000 | |||||
Proceeds for Stock Issued for Service Rendered and Derivative Liabilities | $ 400,000 | |||||
Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | ||||||
Preferred Stock, Stated Value (in dollars per share) | $ / shares | $ 2,000 | |||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ / shares | 4 | |||||
Securities Purchase Agreement [Member] | Investor Warrants [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2,000 |
Note 8 - Private Placement Tr_4
Note 8 - Private Placement Transaction and Warrant Liabilities - Summary of Monte Carlo Simulation Model (Details) | Dec. 29, 2022 $ / shares | [1] | Aug. 30, 2022 $ / shares | [2] | |
Warrants measurement input | 0.04 | 0.033 | |||
Stock price (in dollars per share) | $ 4 | $ 4 | |||
Term (4) (in years) (Year) | [3] | 5 years | 5 years | ||
Measurement Input, Commodity Market Price [Member] | |||||
Warrants measurement input | [4] | 6 | 4.4 | ||
Measurement Input, Exercise Price [Member] | |||||
Warrants measurement input | 4 | 4 | |||
Measurement Input, Expected Term [Member] | |||||
Warrants measurement input | [5] | 5 | 5 | ||
Measurement Input, Price Volatility [Member] | |||||
Warrants measurement input | 0.90 | 0.90 | |||
Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants measurement input | [6] | 0.04 | 0.033 | ||
[1]Measurement date prior to reverse stock split[2]Date of issuance[3]The term is the contractual remaining term.[4]The fair value of the stock was determined by using the Company’s closing stock price as reflected in the OTC Markets.[5]The expected life is the contractual term of the warrants.[6]The risk-free rates used for inputs represent the yields on the valuation date with periods consistent with the contractual remaining term. |
Note 9 - Accounts Receivable _3
Note 9 - Accounts Receivable - Trade, Net (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Credit Loss Expense (Reversal) | $ 47,000 | $ 21,000 | $ (3,000) |
Note 9 - Accounts Receivable _4
Note 9 - Accounts Receivable - Trade, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Gross accounts receivable – trade | $ 8,611 | $ 3,876 |
Less: allowance for credit losses | (272) | (204) |
Accounts receivable – trade, net | $ 8,339 | $ 3,672 |
Note 9 - Accounts Receivable _5
Note 9 - Accounts Receivable - Trade, Net - Changes in the Allowance for Credit Losses (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Accounts receivable, allowance for credit losses | $ 225,000 | $ 204,000 | $ 207,000 |
Additions charged (credited) to expense | 47,000 | 21,000 | (3,000) |
Net deductions (recoveries) | 0 | 0 | 0 |
Accounts receivable, allowance for credit losses | $ 272,000 | $ 225,000 | $ 204,000 |
Note 10 - Receivables - Other_3
Note 10 - Receivables - Other, Net - Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Performance bonuses | $ 1,602 | $ 1,224 |
Customers | 192 | 0 |
Other | 52 | 278 |
Covered entities | 0 | 25 |
Vendor credits | 0 | 503 |
Other Receivables, Net, Current | $ 1,846 | $ 2,030 |
Note 11 - Property and Equipm_3
Note 11 - Property and Equipment, Net (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Depreciation | $ 136,000 | $ 96,000 | $ 142,000 |
Depreciation Approximation [Member] | |||
Depreciation | $ 136,000 | $ 96,000 | $ 142,000 |
Note 11 - Property and Equipm_4
Note 11 - Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property and equipment, gross | $ 3,420 | $ 3,402 |
Less: accumulated depreciation | (136) | (819) |
Property and equipment, net | $ 3,284 | 2,583 |
Building [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 40 years | |
Property and equipment, gross | $ 2,116 | 1,651 |
Vehicles [Member] | ||
Property and equipment, gross | $ 595 | 252 |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |
Property and equipment, gross | $ 388 | 424 |
Land [Member] | ||
Property and equipment, gross | 184 | 184 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 76 | 277 |
Computer Equipment [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |
Property and equipment, gross | $ 39 | 101 |
Construction in Progress [Member] | ||
Property and equipment, gross | 22 | 0 |
Building Improvements [Member] | ||
Property and equipment, gross | $ 0 | $ 513 |
Note 12 - Goodwill and Intang_3
Note 12 - Goodwill and Intangible Assets (Details Textual) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill, Impairment Loss | $ 13,895,000 | $ 0 | $ 13,895,000 | $ 0 | |
Goodwill | 731,000 | 1,388,000 | 731,000 | 1,388,000 | $ 1,388,000 |
Amortization of Intangible Assets | 1,312,000 | $ 24,000 | $ 36,000 | ||
TPA Reporting Segment [Member] | |||||
Goodwill, Impairment Loss | 13,900,000 | ||||
Goodwill | $ 700,000 | $ 700,000 |
Note 12 - Goodwill and Intang_4
Note 12 - Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill, gross | $ 14,626 | $ 1,388 | $ 14,626 | $ 1,388 | $ 1,388 |
Accumulated impairment losses | (13,895) | 0 | (13,895) | 0 | 0 |
Goodwill | 731 | 1,388 | 731 | 1,388 | 1,388 |
Goodwill acquired | 14,626 | 0 | 0 | ||
Impairment losses | (13,895) | 0 | (13,895) | 0 | |
Pharmacy Operations [Member] | |||||
Goodwill, gross | 13,895 | 1,388 | 13,895 | 1,388 | 1,388 |
Accumulated impairment losses | (13,895) | 0 | (13,895) | 0 | 0 |
Goodwill | 0 | 1,388 | 0 | 1,388 | 1,388 |
Goodwill acquired | 13,895 | 0 | 0 | ||
Impairment losses | (13,895) | 0 | 0 | ||
Third-party Administration [Member] | |||||
Goodwill, gross | 731 | 0 | 731 | 0 | 0 |
Accumulated impairment losses | 0 | 0 | 0 | 0 | 0 |
Goodwill | 731 | 0 | $ 731 | 0 | $ 0 |
Goodwill acquired | 731 | 0 | 0 | ||
Impairment losses | $ 0 | $ 0 | $ 0 |
Note 12 - Goodwill and Intang_5
Note 12 - Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Gross intangible assets | $ 15,710 | $ 945 |
Accumulated amortization | (1,312) | (818) |
Net intangible assets | 14,398 | 127 |
Pharmacy Records [Member] | ||
Gross intangible assets | 8,130 | 263 |
Accumulated amortization | (807) | (263) |
Net intangible assets | 7,323 | 0 |
Trade Names [Member] | ||
Gross intangible assets | 4,700 | 362 |
Accumulated amortization | (224) | (362) |
Net intangible assets | 4,476 | 0 |
Developed Technology Rights [Member] | ||
Gross intangible assets | 2,880 | 0 |
Accumulated amortization | (281) | |
Net intangible assets | 2,599 | 0 |
Computer Software, Intangible Asset [Member] | ||
Gross intangible assets | 0 | 86 |
Accumulated amortization | 0 | (4) |
Net intangible assets | 0 | 82 |
Noncompete Agreements [Member] | ||
Gross intangible assets | 0 | 166 |
Accumulated amortization | 0 | (121) |
Net intangible assets | 0 | 45 |
Website [Member] | ||
Gross intangible assets | 0 | 68 |
Accumulated amortization | 0 | (68) |
Net intangible assets | $ 0 | $ 0 |
Note 12 - Goodwill and Intang_6
Note 12 - Goodwill and Intangible Assets - Estimated Future Amortization of intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
2024 | $ 2,696 | |
2025 | 2,672 | |
2026 | 2,672 | |
2027 | 2,672 | |
2028 | 1,571 | |
Thereafter | 2,115 | |
Total | $ 14,398 | $ 127 |
Note 13 - Accounts Payable an_3
Note 13 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts payable – trade | $ 11,256 | $ 6,517 |
Accrued payroll and payroll taxes | 167 | 229 |
Accrued PBM fees | 571 | 501 |
Other accrued liabilities | 164 | 137 |
Total | $ 12,158 | $ 7,384 |
Note 14 - Notes Payable (Detail
Note 14 - Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
May 05, 2023 | Jan. 20, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2019 | Jan. 31, 2019 | Jun. 30, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 30, 2022 | Mar. 06, 2019 | Dec. 31, 2018 | |
Debt Instrument, Face Amount | $ 2,800,000 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ 0 | $ 0 | $ 953,000 | ||||||||||||||
Interest Expense, Debt | 29,000 | 100,000 | 300,000 | |||||||||||||||
Other Finance Costs | 0 | 0 | 147,000 | |||||||||||||||
Long-Term Debt, Gross | 1,255,000 | 1,255,000 | 4,296,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | 1,820,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | 0 | 1,195,000 | 0 | |||||||||||||||
Warrants and Rights Outstanding | $ 6,100,000 | |||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 2,000,000 | |||||||||||||||||
Derivative, Gain on Derivative | 284,000 | |||||||||||||||||
Notes Payable | 1,255,000 | 1,255,000 | 2,476,000 | |||||||||||||||
Property, Plant and Equipment, Net | 3,284,000 | 3,284,000 | 2,583,000 | |||||||||||||||
Notes Payable, Current | 145,000 | 145,000 | 227,000 | |||||||||||||||
Pharmacy Equipment [Member] | ||||||||||||||||||
Property, Plant and Equipment, Net | 22,000 | 22,000 | 38,000 | |||||||||||||||
Next Plat Investors [Member] | ||||||||||||||||||
Issuance Of Common Stock For Debt Modification Agreement Shares (in shares) | 105,000 | |||||||||||||||||
Amortization | 0 | 128,000 | 131,000 | |||||||||||||||
Common Stock Purchase Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Outstanding (in shares) | 330,000 | |||||||||||||||||
Warrants and Rights Outstanding | $ 700,000 | 4,600,000 | $ 4,600,000 | |||||||||||||||
Debt Conversion Agreement [Member] | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 2.2 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,900,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 1,312,379 | |||||||||||||||||
Debt Conversion, Converted Instrument, Conversion Expense | 5,200,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Debt Issuance Costs and Debt Discount | 1,700,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Loss From Inducement | $ 1,100,000 | |||||||||||||||||
Iliad Research And Trading L P [Member] | ||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 914,000 | |||||||||||||||||
Derivative Liability | 1,477,400 | |||||||||||||||||
Amortization of Debt Discount (Premium) | 286,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | Iliad Research And Trading L P [Member] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 3,310,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | |||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 180,000 | |||||||||||||||||
Debt Instrument, Extension Fee | $ 46,000 | |||||||||||||||||
Debt Instrument, Increase (Decrease), Net | 100,000 | $ 237,000 | (180,000) | |||||||||||||||
Proceeds from Notes Payable | 175,000 | |||||||||||||||||
Interest Expense, Debt | 100,000 | |||||||||||||||||
Other Finance Costs | $ 46,000 | $ 101,000 | ||||||||||||||||
Long-Term Debt, Gross | 2,144,000 | |||||||||||||||||
Interest Payable | $ 833,000 | |||||||||||||||||
Next Plat Investors [Member] | ||||||||||||||||||
Debt Instrument, Face Amount | 2,800,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |||||||||||||||||
Interest Payable | 47,000 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 4 | |||||||||||||||||
Debt Instrument, Unamortized Discount | 1,800,000 | |||||||||||||||||
Debt Instrument, Maturity Date | Aug. 31, 2027 | |||||||||||||||||
Mortgage Note Payable Commercial Bank Collateralized [Member] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||||||||||||||||
Long-Term Debt, Gross | 1,140,000 | 1,140,000 | 1,226,000 | |||||||||||||||
Secured Debt | $ 1,530,000 | |||||||||||||||||
Repayments of Debt | $ 11,901 | |||||||||||||||||
Note Payable Collateralized Pharmacy Equipment [Member] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.90% | 6.50% | ||||||||||||||||
Debt and Lease Obligation | $ 85,000 | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 331 | $ 2,015 | ||||||||||||||||
Notes Payable | 0 | 0 | 16,000 | |||||||||||||||
Property, Plant and Equipment, Net | 16,000 | |||||||||||||||||
Payments to Acquire Machinery and Equipment | $ 30,000 | |||||||||||||||||
Notes Payable, Current | 6,000 | 6,000 | 9,000 | |||||||||||||||
Note Payable Collateralized [Member] | ||||||||||||||||||
Long-Term Debt, Gross | 90,000 | 90,000 | 137,000 | |||||||||||||||
Note Payable Collateralized [Member] | Pharmacy Equipment [Member] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.78% | |||||||||||||||||
Property, Plant and Equipment, Net | 71,000 | 71,000 | 84,000 | |||||||||||||||
Payments to Acquire Machinery and Equipment | $ 90,000 | |||||||||||||||||
Notes Payable, Current | 74,000 | 74,000 | 90,000 | |||||||||||||||
Note Payable Collateralized [Member] | Pharmacy Equipment [Member] | Sixty Monthly Payments [Member] | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,859 | |||||||||||||||||
Note Payable Collateralized [Member] | Vehicles [Member] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.29% | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,143 | |||||||||||||||||
Notes Payable | 10,000 | 10,000 | 22,000 | |||||||||||||||
Property, Plant and Equipment, Net | $ 18,000 | $ 18,000 | $ 23,000 | |||||||||||||||
Payments to Acquire Machinery and Equipment | $ 25,000 |
Note 14 - Notes Payable - Sched
Note 14 - Notes Payable - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Note payable | $ 1,255 | $ 4,296 |
Note payable | 1,255 | 4,296 |
Less: unamortized debt discount | 0 | 1,820 |
Total | 1,255 | 2,476 |
Less: current portion of notes payable | 145 | 227 |
Long-term portion of notes payable | 1,110 | 2,249 |
Convertible Notes Payable And Accrued Interest Collateralized [Member] | ||
Note payable | 0 | 2,838 |
Note payable | 0 | 2,838 |
Mortgage Note Payable Commercial Bank Collateralized [Member] | ||
Note payable | 1,140 | 1,226 |
Note payable | 1,140 | 1,226 |
Note Payable Uncollateralized [Member] | ||
Note payable | 25 | 25 |
Note payable | 25 | 25 |
Note Payable Collateralized [Member] | ||
Note payable | 90 | 137 |
Note payable | 90 | 137 |
Insurance Premium Financing [Member] | ||
Note payable | 0 | 70 |
Note payable | $ 0 | $ 70 |
Note 14 - Notes Payable - Sch_2
Note 14 - Notes Payable - Schedule of Future Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
2024 | $ 145 |
2025 | 114 |
2026 | 119 |
2027 | 124 |
2028 | 753 |
Total | $ 1,255 |
Note 15 - Lease Obligations (De
Note 15 - Lease Obligations (Details Textual) - USD ($) | 1 Months Ended | |||||||
Nov. 30, 2023 | Sep. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | May 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | |
Finance Lease, Liability | $ 23,000 | |||||||
Property, Plant and Equipment, Net | 3,284,000 | $ 2,583,000 | ||||||
Orlando Pharmacy [Member] | ||||||||
Lessee, Operating Lease, Term of Contract (Month) | 66 months | |||||||
Operating Lease, Monthly Payment | $ 4,310 | |||||||
North Miami Beach Pharmacy [Member] | ||||||||
Lessee, Operating Lease, Term of Contract (Month) | 60 months | |||||||
Operating Lease, Monthly Payment | $ 5,237 | |||||||
Pharmacy Equipment [Member] | ||||||||
Lessee, Operating Lease, Term of Contract (Month) | 24 years | |||||||
Operating Lease, Monthly Payment | $ 3,250 | |||||||
Pharmacy Equipment [Member] | ||||||||
Finance Lease, Liability | $ 115,000 | |||||||
Finance Lease, Monthly Payment | $ 1,678 | |||||||
Lessee, Finance Lease, Term of Contract (Month) | 84 months | |||||||
Finance Lease, Interest Rate | 6% | |||||||
Property, Plant and Equipment, Net | $ 22,000 | $ 38,000 | ||||||
Computer Servers [Member] | ||||||||
Finance Lease, Liability | $ 51,000 | |||||||
Finance Lease, Monthly Payment | $ 1,411 | |||||||
Lessee, Finance Lease, Term of Contract (Month) | 36 months |
Note 15 - Lease Obligations - L
Note 15 - Lease Obligations - Lease Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Fixed rent expense | $ 93 | $ 76 | $ 150 |
Variable rent expense | 20 | 21 | 42 |
Amortization of right-of-use assets - finance leases | 15 | 17 | 32 |
Interest expense | 1 | 1 | 3 |
Total lease costs | $ 129 | $ 115 | $ 227 |
Note 15 - Lease Obligations - S
Note 15 - Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Operating cash flows from operating leases | $ 83 | $ 81 | $ 160 |
Financing cash flows from finance leases | 15 | 17 | 40 |
Total cash paid for lease liabilities | $ 98 | $ 98 | $ 200 |
Note 15 - Lease Obligations -_2
Note 15 - Lease Obligations - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating right-of-use assets, net | $ 427 | $ 446 |
Operating lease liabilities | 170 | 200 |
Long-term portion of lease liabilities, operating lease | $ 214 | $ 279 |
Weighted average remaining lease term (years) (Year) | 2 years 2 months 26 days | 3 years 1 month 9 days |
Weighted average discount rate | 4.80% | 4.80% |
Finance right-of-use assets, net | $ 22 | $ 54 |
Current portion | 18 | 34 |
Long-term portion | $ 5 | $ 24 |
Weighted average remaining lease term (years) (Year) | 1 year 3 months | 1 year 10 months 20 days |
Weighted average discount rate | 6% | 4.40% |
Note 15 - Lease Obligations -_3
Note 15 - Lease Obligations - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
2024, finance lease | $ 20 | |
2024, operating lease | 183 | |
2024 | 203 | |
2025, finance lease | 4 | |
2025, operating lease | 167 | |
2025 | 171 | |
2026, finance lease | 0 | |
2026, operating lease | 53 | |
2026 | 53 | |
Total lease payments to be paid, finance lease | 24 | |
Total lease payments to be paid, operating lease | 403 | |
Total lease payments to be paid | 427 | |
Less: future interest expense, finance lease | (1) | |
Less: future interest expense, operating lease | (19) | |
Less: future interest expense | (20) | |
Lease liabilities, finance lease | 23 | |
Lease liabilities, operating lease | 384 | |
Lease liabilities | 407 | |
Less: current maturities, finance lease | (18) | $ (34) |
Less: current maturities, operating lease | (170) | (200) |
Less: current maturities | (188) | |
Long-term portion of lease liabilities, finance lease | 5 | 24 |
Long-term portion of lease liabilities, operating lease | 214 | $ 279 |
Long-term portion of lease liabilities | $ 219 |
Note 16 - Stockholders' Equity
Note 16 - Stockholders' Equity (Details Textual) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jul. 01, 2023 USD ($) shares | May 05, 2023 USD ($) $ / shares shares | Dec. 29, 2022 shares | Aug. 30, 2022 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) shares | Aug. 30, 2022 USD ($) $ / shares shares | Jul. 31, 2014 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 02, 2022 USD ($) | |||||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | ||||||||||||||
Undesignated Preferred Stock, Shares Authorized (in shares) | 9,900,000 | 9,900,000 | ||||||||||||||
Undesignated Preferred Stock, Par Value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred Stock Dividends and Other Adjustments | $ | $ 541,000 | |||||||||||||||
Common Stock, Shares Authorized (in shares) | 100 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Warrants and Rights Outstanding, Term (Year) | [2] | 5 years | [1] | 5 years | [3] | 5 years | [3] | |||||||||
Payments of Stock Issuance Costs | $ | $ 35,000 | $ 120,000 | $ 579,000 | |||||||||||||
Warrants and Rights Outstanding | $ | $ 6,100,000 | $ 6,100,000 | ||||||||||||||
Debt Instrument, Face Amount | $ | $ 2,800,000 | |||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ | 506,000 | |||||||||||||||
Convertible Debt [Member] | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 2.2 | |||||||||||||||
Debenture Purchase Agreement, Term (Year) | 3 years | |||||||||||||||
Debenture Purchase Agreement, Maximum Debt to be Issued | $ | $ 10,000,000 | |||||||||||||||
Secured Debt | $ | $ 0 | |||||||||||||||
Debt Conversion Agreement [Member] | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 2.2 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 2,900,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 1,312,379 | |||||||||||||||
Debt Conversion Agreement [Member] | NextPlat Corp. [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 570,599 | |||||||||||||||
Debt Conversion Agreement [Member] | Chairman and Chief Executive Officer [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 228,240 | |||||||||||||||
Debt Conversion Agreement [Member] | Vice-Chairman of the Board of Directors [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 228,240 | |||||||||||||||
Amended and Restated Secured Convertible Promissory Note [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ | $ 2,800,000 | |||||||||||||||
PIPE Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.2 | |||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 3 years | |||||||||||||||
Warrants and Rights Outstanding | $ | $ 1,000,000 | |||||||||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants (in shares) | 230,056 | |||||||||||||||
Conversion Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.2 | |||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 3 years | |||||||||||||||
Warrants and Rights Outstanding | $ | $ 2,700,000 | 600,000 | $ 600,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||||||||||
Class of Warrants or Rights, Exercised (in shares) | 230,000 | |||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ | $ 506,000 | |||||||||||||||
Stock Issued During Period, Shares, Cash Exercise of Warrants (in shares) | 230,000 | |||||||||||||||
Conversion Warrants [Member] | NextPlat Corp. [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants (in shares) | 172,213 | |||||||||||||||
Class of Warrants or Rights, Exercised, Cashless (in shares) | 340,599 | |||||||||||||||
Conversion Warrants [Member] | Messrs. Fernandez and Barreto [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants (in shares) | 115,402 | |||||||||||||||
Placement Agent Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.2 | |||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||
Warrants and Rights Outstanding | $ | $ 200,000 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 91,000 | |||||||||||||||
Inducement Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.2 | |||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 3 years | |||||||||||||||
Warrants and Rights Outstanding | $ | $ 700,000 | $ 200,000 | $ 200,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 330,000 | |||||||||||||||
Inducement Warrants [Member] | Chairman and Chief Executive Officer [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 190,000 | |||||||||||||||
Inducement Warrants [Member] | Vice-Chairman of the Board of Directors [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 30,000 | |||||||||||||||
Inducement Warrants [Member] | Messrs. Fernandez [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants (in shares) | 96,068 | |||||||||||||||
Inducement Warrants [Member] | Barreto [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants (in shares) | 15,169 | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | 3,000 | |||||||||||||||
Proceeds From Issuance or Sale of Equity, Gross | $ | $ 1,000,000 | |||||||||||||||
Equity Offering, Units Issued (in shares) | 455,000 | |||||||||||||||
Equity Offering, Units Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.2 | |||||||||||||||
Number of Shares Per Unit Issued (in shares) | 1 | |||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||
Number of Warrants Per Unit (in shares) | 1 | |||||||||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 880,000 | |||||||||||||||
Payments of Stock Issuance Costs | $ | 70,000 | $ 1,000,000 | ||||||||||||||
Legal Fees | $ | $ 50,000 | |||||||||||||||
Reverse Stock Split [Member] | ||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 200 | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | 3,000 | |||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 6,000,000 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 51 | 51 | 51 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 51 | 51 | ||||||||||||||
Preferred Stock, Voting Percentage | 50.99% | |||||||||||||||
Amount for Exchange of Voting Power | $ | $ 20,000 | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 127,564 | |||||||||||||||
Preferred Stock Dividends and Other Adjustments | $ | $ 0 | $ 0 | $ 541,000 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 100,000 | 100,000 | 100,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ / shares | 2,000 | $ 2,000 | ||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | 2,000 | $ 2,000 | ||||||||||||||
Preferred Stock Voting Rights Shares (in shares) | 500 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 4 | $ 4 | ||||||||||||||
Proceeds From Issuance or Sale of Equity, Gross | $ | $ 1,000,000 | |||||||||||||||
[1]Measurement date prior to reverse stock split[2]The term is the contractual remaining term.[3]Date of issuance |
Note 17 - Stock-based Compens_3
Note 17 - Stock-based Compensation (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 01, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expense | $ 1,400 | $ 300 | $ 1,900 | ||
Share-Based Payment Arrangement, Expense, Tax Benefit | $ 0 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares) | 188,643 | ||||
Share-Based Payment Arrangement, Accelerated Cost | $ 1,100 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 60,438 | 73,214 | 249,907 |
Note 17 - Stock-based Compens_4
Note 17 - Stock-based Compensation - Summary of Stock Option Activity (Details) - Twenty Twenty Incentive Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 01, 2023 | |
Balance, number (in shares) | 322 | 322 | 322 | 0 | |
Balance, weighted average exercise price (in dollars per share) | $ 2.65 | $ 2.65 | $ 2.65 | $ 0 | |
Granted, number (in shares) | 0 | 0 | 322 | ||
Granted, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | $ 2.65 | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 5.93 | ||||
Granted (Year) | 9 years 5 months 8 days | ||||
Exercised, number (in shares) | 0 | 0 | 0 | ||
Exercised, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | $ 0 | ||
Forfeited, number (in shares) | 0 | 0 | 0 | ||
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | $ 0 | ||
Cancelled, number (in shares) | 0 | 0 | 0 | ||
Balance, weighted average grant date fair value (in dollars per share) | $ 5.93 | $ 5.93 | $ 5.93 | $ 5.93 | $ 5.93 |
Balance, weighted average remaining contractual life (Year) | 8 years 5 months 8 days | 8 years 11 months 8 days | 9 years 5 months 8 days | ||
Balance, number (in shares) | 322 | 322 | 322 | 322 | |
Balance, weighted average exercise price (in dollars per share) | $ 2.65 | $ 2.65 | $ 2.65 | $ 2.65 | |
Options exercisable, number (in shares) | 322 | 322 | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ 2.65 | $ 2.65 | |||
Options exercisable, weighted average grant date fair value (in dollars per share) | $ 5.93 | $ 5.93 | |||
Options exercisable, weighted average remaining contractual life (Year) | 8 years 5 months 8 days |
Note 17 - Stock-based Compens_5
Note 17 - Stock-based Compensation - Schedule of Stock Option Valuation Assumption (Details) - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Risk-free interest rate | 3.50% |
Expected term (in years) (Year) | 10 years |
Expected stock price volatility | 120% |
Dividend yield | 0% |
Note 18 - Income Taxes (Details
Note 18 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | ||
Operating Loss Carryforwards | $ 14,100 | $ 14,400 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 1,700 | ||
Operating Loss Carryforward, Net | 13,800 | ||
Operating Loss Carryforwards Subject to Expiration | 2,800 | ||
Indefinite Operating Loss Carryforward | 11,000 | ||
NextPlat Corp. [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 4,000 | $ 0 |
Note 18 - Income Taxes - Income
Note 18 - Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | $ 0 | $ 0 | $ 0 | |
State | 0 | 0 | 0 | |
Total current | 0 | 0 | 0 | |
Federal | 0 | 0 | 0 | |
State | 0 | 0 | 1 | |
Total deferred | 0 | 0 | 1 | |
Income tax provision | $ 0 | $ 0 | $ 0 | $ 1 |
Note 18 - Income Taxes - Reconc
Note 18 - Income Taxes - Reconciliation of Federal Income Tax Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Federal income tax provision (benefit) at statutory rate | $ (3,076) | $ (1,001) | $ (1,240) | |
Permanent differences | 2,855 | 1,135 | (374) | |
Net operating loss deduction | (310) | 0 | 0 | |
Provision true-up adjustments | (488) | (753) | 0 | |
Change in valuation allowance | 1,139 | 607 | 1,615 | |
Other | (120) | 12 | 0 | |
Income tax provision | $ 0 | $ 0 | $ 0 | $ 1 |
Note 18 - Income Taxes - Deferr
Note 18 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Net operating loss carryforward | $ 3,580 | $ 3,315 |
Property and equipment and intangible assets | 155 | 44 |
Other tax carry-overs | 613 | 0 |
Stock-based compensation | 893 | 569 |
Reserves and allowances | 85 | 38 |
Total deferred tax assets | 5,326 | 3,966 |
Book basis of intangible assets in excess of tax basis | 3,650 | 54 |
Total deferred tax liabilities | 3,650 | 54 |
Net deferred tax asset before valuation allowance | 1,676 | 3,912 |
Less: valuation allowance | (1,676) | (3,912) |
Net deferred tax asset | $ 0 | $ 0 |
Note 19 - Reportable Segments_2
Note 19 - Reportable Segments (Details Textual) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 | Dec. 31, 2022 USD ($) | |
Number of Reportable Segments | 2 | |||
Payments to Acquire Property, Plant, and Equipment | $ 538 | $ 234 | $ 186 | |
Pharmacy Operations [Member] | ||||
Payments to Acquire Property, Plant, and Equipment | $ 500 | $ 200 |
Note 19 - Reportable Segments -
Note 19 - Reportable Segments - Summary of Reportable Segments (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues, net | $ 26,779 | $ 22,948 | $ 26,779 | $ 40,602 |
Costs of revenue | 18,323 | 16,242 | 18,323 | 30,899 |
Gross profit | 8,456 | 6,706 | 8,456 | 9,703 |
Salaries and wages | 3,973 | 3,300 | 3,973 | 5,843 |
Professional fees | 506 | 1,048 | 506 | 1,203 |
Depreciation and amortization | 1,463 | 137 | 1,463 | 209 |
Selling, general, and administrative | 3,277 | 1,582 | 3,277 | 5,027 |
Goodwill impairment | 13,895 | 0 | 13,895 | 0 |
Total operating expenses | 23,114 | 6,067 | 23,114 | 12,282 |
Income (loss) from operations | (14,658) | 639 | (14,658) | (2,579) |
Other (expense) income | 10 | (5,406) | 10 | (3,324) |
(Loss) income before income taxes | (14,648) | (4,767) | (14,648) | (5,903) |
Provision for income taxes | 0 | 0 | 0 | (1) |
Net Income (Loss) Attributable to Parent | (14,648) | (4,767) | (14,648) | (5,904) |
Income (loss) before income taxes | (14,648) | (4,767) | (14,648) | (5,903) |
Intersegment Eliminations [Member] | ||||
Revenues, net | 0 | 0 | 0 | |
Costs of revenue | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | |
Salaries and wages | 351 | 276 | 1,087 | |
Professional fees | 383 | 503 | 688 | |
Depreciation and amortization | 8 | 5 | 0 | |
Selling, general, and administrative | 1,877 | 348 | 2,042 | |
Goodwill impairment | 0 | |||
Total operating expenses | 2,619 | 1,132 | 3,817 | |
Income (loss) from operations | (2,619) | (1,132) | (3,817) | |
Other (expense) income | 43 | (5,379) | (5,430) | |
(Loss) income before income taxes | (2,576) | (6,511) | (9,247) | |
Provision for income taxes | 0 | 0 | 0 | |
Net Income (Loss) Attributable to Parent | (2,576) | (6,511) | (9,247) | |
Income (loss) before income taxes | (2,576) | (6,511) | (9,247) | |
Product [Member] | ||||
Revenues, net | 21,412 | 19,193 | 21,412 | 36,608 |
Costs of revenue | 18,191 | 16,132 | 18,191 | 30,656 |
Product [Member] | Intersegment Eliminations [Member] | ||||
Revenues, net | 0 | 0 | 0 | |
Costs of revenue | 0 | 0 | 0 | |
Service [Member] | ||||
Revenues, net | 5,367 | 3,755 | 5,367 | 3,994 |
Costs of revenue | 132 | 110 | $ 132 | 243 |
Service [Member] | Intersegment Eliminations [Member] | ||||
Revenues, net | 0 | 0 | 0 | |
Costs of revenue | 0 | 0 | 0 | |
Pharmacy Operations [Member] | ||||
Goodwill impairment | 13,895 | 0 | 0 | |
Pharmacy Operations [Member] | Operating Segments [Member] | ||||
Revenues, net | 25,557 | 21,751 | 39,477 | |
Costs of revenue | 18,191 | 16,132 | 30,656 | |
Gross profit | 7,366 | 5,619 | 8,821 | |
Salaries and wages | 3,551 | 2,972 | 4,712 | |
Professional fees | 2 | 389 | 384 | |
Depreciation and amortization | 1,165 | 123 | 205 | |
Selling, general, and administrative | 1,383 | 1,226 | 2,967 | |
Goodwill impairment | 13,895 | |||
Total operating expenses | 19,996 | 4,710 | 8,268 | |
Income (loss) from operations | (12,630) | 909 | 553 | |
Other (expense) income | (33) | (27) | 2,106 | |
(Loss) income before income taxes | (12,663) | 882 | 2,659 | |
Provision for income taxes | 0 | 0 | (1) | |
Net Income (Loss) Attributable to Parent | (12,663) | 882 | 2,658 | |
Income (loss) before income taxes | (12,663) | 882 | 2,659 | |
Pharmacy Operations [Member] | Product [Member] | Operating Segments [Member] | ||||
Revenues, net | 21,412 | 19,193 | 36,608 | |
Costs of revenue | 18,191 | 16,132 | 30,656 | |
Pharmacy Operations [Member] | Service [Member] | Operating Segments [Member] | ||||
Revenues, net | 4,145 | 2,558 | 2,869 | |
Costs of revenue | 0 | 0 | 0 | |
Third-party Administration [Member] | ||||
Goodwill impairment | 0 | 0 | 0 | |
Third-party Administration [Member] | Operating Segments [Member] | ||||
Revenues, net | 1,222 | 1,197 | 1,125 | |
Costs of revenue | 132 | 110 | 243 | |
Gross profit | 1,090 | 1,087 | 882 | |
Salaries and wages | 71 | 52 | 44 | |
Professional fees | 121 | 156 | 131 | |
Depreciation and amortization | 290 | 9 | 4 | |
Selling, general, and administrative | 17 | 8 | 18 | |
Goodwill impairment | 0 | |||
Total operating expenses | 499 | 225 | 197 | |
Income (loss) from operations | 591 | 862 | 685 | |
Other (expense) income | 0 | 0 | 0 | |
(Loss) income before income taxes | 591 | 862 | 685 | |
Provision for income taxes | 0 | 0 | 0 | |
Net Income (Loss) Attributable to Parent | 591 | 862 | 685 | |
Income (loss) before income taxes | 591 | 862 | 685 | |
Third-party Administration [Member] | Product [Member] | Operating Segments [Member] | ||||
Revenues, net | 0 | 0 | 0 | |
Costs of revenue | 0 | 0 | 0 | |
Third-party Administration [Member] | Service [Member] | Operating Segments [Member] | ||||
Revenues, net | 1,222 | 1,197 | 1,125 | |
Costs of revenue | $ 132 | $ 110 | $ 243 |
Note 19 - Reportable Segments_3
Note 19 - Reportable Segments - Total Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Total Assets | $ 40,384 | $ 18,015 |
Corporate, Non-Segment [Member] | ||
Total Assets | 69 | 4,150 |
Intersegment Eliminations [Member] | ||
Total Assets | (2,774) | (2,774) |
Pharmacy Operations [Member] | Operating Segments [Member] | ||
Total Assets | 38,516 | 14,582 |
Third-party Administration [Member] | Operating Segments [Member] | ||
Total Assets | $ 4,573 | $ 2,057 |
Note 20 - Commitments and Con_2
Note 20 - Commitments and Contingencies (Details Textual) - USD ($) | Jul. 01, 2022 | May 03, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Loss Contingency Accrual | $ 0 | $ 280,000 | ||
Positive Health Alliance Inc [Member] | ||||
Loss Contingency, Damages Sought, Value | $ 407,504 | |||
Loss Contingency, Damages Paid, Value | $ 407,504 |
Note 21 - Related Party Trans_2
Note 21 - Related Party Transactions (Details Textual) - USD ($) | 6 Months Ended | |||||||||
Jul. 01, 2023 | May 05, 2023 | May 01, 2023 | Feb. 01, 2023 | Aug. 30, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | May 09, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | |
Stock Issued During Period, Value, Warrants Exercised | $ 506,000 | |||||||||
Debt Instrument, Face Amount | $ 2,800,000 | |||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Debt Conversion Agreement [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 1,312,379 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Equity Offering, Units Issued (in shares) | 455,000 | |||||||||
Equity Offering, Units Issued, Price Per Share (in dollars per share) | $ 2.2 | |||||||||
Proceeds From Issuance or Sale of Equity, Gross | $ 1,000,000 | |||||||||
Number of Shares Per Unit Issued (in shares) | 1 | |||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | |||||||||
Number of Warrants Per Unit (in shares) | 1 | |||||||||
Next Plat Messrs [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 45,653 | |||||||||
Fernandez [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 18,261 | |||||||||
Barreto [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 18,261 | |||||||||
Debt Modification Agreement [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 105,000 | |||||||||
Management Services Agreement [Member] | NextPlat Corp. [Member] | ||||||||||
Management Fee Expense | $ 20,000 | $ 25,000 | ||||||||
Secured Convertible Promissory Note [Member] | ||||||||||
Debt Instrument, Face Amount | $ 2,800,000 | |||||||||
Inducement Warrants [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 330,000 | |||||||||
Conversion Warrants [Member] | ||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 506,000 | |||||||||
Stock Issued During Period, Shares, Cash Exercise of Warrants (in shares) | 230,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||||
NextPlat Corp. [Member] | ||||||||||
Payment for Management Fee | $ 100,000 | $ 100,000 | ||||||||
NextPlat Corp. [Member] | Debt Conversion Agreement [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 570,599 | |||||||||
NextPlat Corp. [Member] | Common Stock Purchase Warrants [Member] | ||||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants (in shares) | 402,269 | |||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 506,000 | |||||||||
Stock Issued During Period, Shares, Cash Exercise of Warrants (in shares) | 230,000 | |||||||||
Messrs. Fernandez [Member] | Common Stock Purchase Warrants [Member] | ||||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants (in shares) | 211,470 | |||||||||
Barreto [Member] | Common Stock Purchase Warrants [Member] | ||||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants (in shares) | 130,571 | |||||||||
Barreto [Member] | Inducement Warrants [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 30,000 | |||||||||
Chairman and Chief Executive Officer [Member] | Debt Conversion Agreement [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 228,240 | |||||||||
Vice-Chairman of the Board of Directors [Member] | Debt Conversion Agreement [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 228,240 | |||||||||
Fernandez [Member] | Inducement Warrants [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 190,000 |
Note 22 - Retirement Plan (Deta
Note 22 - Retirement Plan (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan, Cost | $ 0 | $ 0 | $ 0 |