Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 14, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | HealthLynked Corp | |
Entity Central Index Key | 0001680139 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2020 | |
Document Type | 10-Q | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-55768 | |
Entity Common Stock, Shares Outstanding | 124,221,432 | |
Entity Incorporation State Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 204,266 | $ 110,441 |
Accounts receivable, net of allowance for doubtful accounts of $13,972 and $13,972 as of March 31, 2020 and December 31, 2019, respectively | 74,161 | 83,251 |
Inventory | 89,601 | 70,460 |
Prepaid expenses | 56,766 | 119,328 |
Deferred offering costs | 6,401 | 19,203 |
Total Current Assets | 431,195 | 402,683 |
Property, plant and equipment, net of accumulated depreciation of $772,057 and $749,316 as of March 31, 2020 and December 31, 2019, respectively | 491,047 | 513,788 |
Intangible assets, net of accumulated amortization of $7,953 and $5,908 as of March 31, 2020 and December 31, 2019, respectively | 1,134,585 | 1,336,958 |
ROU lease assets and deposits | 255,662 | 293,125 |
Total Assets | 2,312,489 | 2,546,554 |
Current Liabilities | ||
Accounts payable and accrued expenses | 786,095 | 836,465 |
Lease liability, current portion | 145,869 | 201,523 |
Due to related party, current portion | 509,563 | 493,457 |
Notes payable to related party, current portion | 817,037 | 743,955 |
Convertible notes payable, net of original issue discount and debt discount of $427,567 and $777,668 as of March 31, 2020 and December 31, 2019, respectively | 1,651,917 | 1,542,036 |
Contingent acquisition consideration, current portion | 50,263 | 100,000 |
Derivative financial instruments | 219,938 | 991,288 |
Total Current Liabilities | 4,180,682 | 4,908,724 |
Long-Term Liabilities | ||
Contingent acquisition consideration, long term portion | 256,031 | 400,000 |
Lease liability, long term portion | 103,225 | 80,510 |
Total Liabilities | 4,539,938 | 5,389,234 |
Shareholders' Deficit | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 118,887,168 and 109,894,490 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 11,889 | 10,990 |
Common stock issuable, $0.0001 par value; 1,652,347 and 1,047,904 shares as of March 31, 2020 and December 31, 2019, respectively | 205,241 | 159,538 |
Additional paid-in capital | 14,165,291 | 13,016,446 |
Accumulated deficit | (16,609,870) | (16,029,654) |
Total Shareholders' Deficit | (2,227,449) | (2,842,680) |
Total Liabilities and Shareholders' Deficit | $ 2,312,489 | $ 2,546,554 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 13,972 | $ 13,972 |
Property, plant and equipment, net of accumulated depreciation | 772,057 | 749,316 |
Intangible assets, net of accumulated amortization | 7,953 | 5,908 |
Convertible notes payable, net of original issue discount and debt discount | $ 427,567 | $ 777,668 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 118,887,168 | 109,894,490 |
Common stock, shares outstanding | 118,887,168 | 109,894,490 |
Common stock issuable, par value | $ 0.0001 | $ 0.0001 |
Common stock issuable, shares | 1,652,347 | 1,047,904 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Patient service revenue, net | $ 1,336,940 | $ 464,990 |
Operating Expenses | ||
Practice salaries and benefits | 765,121 | 350,240 |
Other practice operating costs | 563,691 | 244,539 |
General and administrative | 510,976 | 691,802 |
Depreciation and amortization | 24,786 | 1,655 |
Total Operating Expenses | 1,864,574 | 1,288,236 |
Loss from operations | (527,634) | (823,246) |
Other Income (Expenses) | ||
Loss on extinguishment of debt | (467,937) | (139,798) |
Change in fair value of debt | 35,965 | (29,697) |
Financing cost | (33,903) | |
Amortization of original issue and debt discounts on notes payable and convertible notes | (292,163) | (179,384) |
Change in fair value of derivative financial instruments and contingent acquisition consideration | 733,734 | 191,633 |
Interest expense | (62,181) | (46,322) |
Total other expenses | (52,582) | (237,471) |
Net loss before provision for income taxes | (580,216) | (1,060,717) |
Provision for income taxes | ||
Net loss | $ (580,216) | $ (1,060,717) |
Net loss per share, basic and diluted: | ||
Basic | $ (0.01) | $ (0.01) |
Fully diluted | $ (0.01) | $ (0.01) |
Weighted average number of common shares: | ||
Basic | 114,601,960 | 88,506,930 |
Fully diluted | 114,601,960 | 88,506,930 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock | Common Stock Issuable | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 8,518 | $ 26,137 | $ 7,531,553 | $ (10,501,055) | $ (2,934,847) |
Balance, shares at Dec. 31, 2018 | 85,178,902 | ||||
Sale of common stock | $ 326 | 693,832 | 694,158 | ||
Sale of common stock, shares | 3,261,978 | ||||
Fair value of warrants allocated to proceeds of common stock | 139,068 | 139,068 | |||
Shares issued with convertible notes payable | $ 3 | 4,673 | 4,673 | ||
Shares issued with convertible notes payable, shares | 28,000 | ||||
Conversion of convertible notes payable to common stock | $ 251 | 534,980 | 535,231 | ||
Conversion of convertible notes payable to common stock, shares | 2,512,821 | ||||
Fair value of warrants issued for professional services | 54,257 | 54,257 | |||
Consultant and director fees payable with common shares and warrants | $ 27 | 19,960 | 6,850 | 26,837 | |
Consultant and director fees payable with common shares and warrants, shares | 270,000 | ||||
Shares and options issued pursuant to employee equity incentive plan | $ 12 | 61,223 | 61,235 | ||
Shares and options issued pursuant to employee equity incentive plan, shares | 113,750 | ||||
Exercise of stock warrants | $ 210 | (210) | |||
Exercise of stock warrants, shares | 2,098,427 | ||||
Exercise of stock options | $ 11 | (11) | |||
Exercise of stock options, shares | 113,141 | ||||
Net loss | (1,060,717) | (1,060,717) | |||
Balance at Mar. 31, 2019 | $ 9,358 | 46,097 | 9,026,215 | (11,561,772) | (2,480,102) |
Balance, Shares at Mar. 31, 2019 | 93,577,019 | ||||
Balance at Dec. 31, 2019 | $ 10,990 | 159,538 | 159,538 | (16,029,654) | (2,842,680) |
Balance, shares at Dec. 31, 2019 | 109,894,490 | ||||
Sale of common stock | $ 419 | (59,000) | 407,181 | 348,600 | |
Sale of common stock, shares | 4,187,566 | ||||
Fair value of warrants allocated to proceeds of common stock | 88,833 | 88,833 | |||
Conversion of convertible notes payable to common stock | $ 467 | 51,652 | 600,441 | 652,560 | |
Conversion of convertible notes payable to common stock, shares | 4,672,612 | ||||
Consultant and director fees payable with common shares and warrants | 60,212 | 6,666 | 66,878 | ||
Consultant and director fees payable with common shares and warrants, shares | |||||
Shares and options issued pursuant to employee equity incentive plan | $ 13 | (7,161) | 45,724 | 38,576 | |
Shares and options issued pursuant to employee equity incentive plan, shares | 132,500 | ||||
Net loss | (580,216) | (580,216) | |||
Balance at Mar. 31, 2020 | $ 11,889 | $ 205,241 | $ 14,165,291 | $ (16,609,870) | $ (2,227,449) |
Balance, Shares at Mar. 31, 2020 | 118,887,168 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (580,216) | $ (1,060,717) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 24,786 | 1,655 |
Stock based compensation, including amortization of prepaid fees | 118,257 | 180,741 |
Amortization of original issue discount and debt discount on convertible notes | 292,163 | 179,384 |
Financing cost | 33,903 | |
Change in fair value of derivative financial instruments and contingent acquisition consideration | (733,734) | (191,633) |
Loss on extinguishment of debt | 467,937 | 139,798 |
Change in fair value of debt | (35,965) | 29,697 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,090 | 7,979 |
Inventory | (19,141) | |
Prepaid expenses and deposits | 62,562 | 9,903 |
ROU lease assets | 80,760 | 61,870 |
Accounts payable and accrued expenses | (10,556) | 51,237 |
Lease liability | (76,236) | (60,800) |
Due to related party, current portion | 16,106 | 16,590 |
Net cash used in operating activities | (384,187) | (600,393) |
Cash Flows from Investing Activities | ||
Acquisition of property and equipment | (4,302) | |
Net cash used in investing activities | (4,302) | |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 437,433 | 833,226 |
Proceeds from issuance of convertible notes | 344,000 | |
Repayment of convertible notes | (373,094) | 150,000 |
Proceeds from related party loans | 149,000 | |
Repayment of related party loans | (79,327) | |
Net cash provided by financing activities | 478,012 | 983,226 |
Net increase in cash | 93,825 | 378,531 |
Cash, beginning of period | 110,441 | 135,778 |
Cash, end of period | 204,266 | 514,309 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 15,016 | 830 |
Cash paid during the period for income tax | ||
Schedule of non-cash investing and financing activities: | ||
Initial derivative liability and fair value of beneficial conversion feature and original issue discount allocated to proceeds of variable convertible notes payable | 72,890 | 179,227 |
Common stock issuable issued during period | 66,175 | 4,483 |
Fair value of warrants issued for professional service | 14,743 | |
Conversion of convertible note payable to common shares | 652,560 | 535,231 |
Fair value of common shares issued with convertible notes payable | 4,676 | |
Cashless exercise of options and warrants | 222 | |
Adoption of lease obligation and ROU asset | 43,297 | 417,317 |
Derivative liabilities written off with repayment and conversion of convertible notes payable | 103,885 | |
Reduction in contingent acquisition consideration | $ 200,328 |
Business and Business Presentat
Business and Business Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Business and Business Presentation [Abstract] | |
BUSINESS AND BUSINESS PRESENTATION | NOTE 1 - BUSINESS AND BUSINESS PRESENTATION HealthLynked Corp. (the "Company") was incorporated in the State of Nevada on August 4, 2014. On September 2, 2014, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada setting the total number of authorized shares at 250,000,000 shares, which included up to 230,000,000 shares of common stock and 20,000,000 shares of "blank check" preferred stock. On February 5, 2018, the Company filed an Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock to 500,000,000 shares. The Company operates in two distinct divisions: Health Services and Digital Healthcare. The Health Services division is comprised of the operations of (i) Naples Women's Center ("NWC"), a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology) and General Practice, (ii) Naples Center for Functional Medicine ("NCFM"), a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care, and (iii) Bridging the Gap Physical Therapy ("BTG"), a physical therapy practice in Bonita Springs, FL opened in January 2020 that provides hands-on functional manual therapy techniques to speed patients' recovery and manage pain without pain medication or surgery. The Digital Healthcare division develops and plans to operate an online personal medical information and record archive system, the "HealthLynked Network," which will enable patients and doctors to keep track of medical information via the Internet in a cloud-based system. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America ("GAAP"). These unaudited condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto for the years ended December 31, 2019 and 2018, respectively, which are included in the Company's Form 10-K, filed with the United States Securities and Exchange Commission on March 30, 2020. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of results for the entire year ending December 31, 2020. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods' consolidated financial statements have been reclassified to conform to the current period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows: Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for right-of-use ("ROU") lease assets including related lease liability and useful life of fixed assets. Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 8 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company's financial statements and related disclosures. Patient Service Revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company's policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company's compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company's historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers' accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts receivable are recorded at this net amount. As of and March 31, 2020 and December 31, 2019, the Company's gross accounts receivable were $156,458 and $174,531, respectively, and net accounts receivable were $74,161 and $83,251, respectively, based upon net reporting of accounts receivable. As of March 31, 2020 and December 31, 2019, the Company's allowance of doubtful accounts was $13,972 and $13,972, respectively. Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company's consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company adopted ASU 2016-02 in the first quarter of 2019. See Note 8 for more complete details on balances at March 31, 2020, and December 31, 2019. The adoption had no material impact on cash provided by or used in operating, investing or financing activities on the Company's unaudited condensed consolidated statements of cash flows. Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three months ended March 31, 2020 or 2019. Concentrations of Credit Risk The Company's financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company's revenue or accounts receivable. Generally, the Company's cash and cash equivalents are in checking accounts. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. There was no impairment as of March 31, 2020 or 2019. Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under "Change in Fair Value of Debt." Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity's own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ; ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Prior to January 1, 2020, the Company utilized the closed-form Black-Scholes option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. Effective January 1, 2020, the Company changed to a binomial lattice option pricing model. The Company believes that the binomial lattice model results in a better estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fair value these instruments and, unlike the Black-Scholes model, also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments. Stock-Based Compensation The Company accounts for stock-based compensation to employees and nonemployees under ASC 718 "Compensation – Stock Compensation" using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. In prior periods, the Company used the Black-Scholes pricing model. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three months ended March 31, 2020 or 2019, since the Company has sustained a loss for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Recurring Fair Value Measurements The carrying value of the Company's financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three months ended March 31, 2020 or 2019, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of March 31, 2020 and December 31, 2019, potentially dilutive securities were comprised of (i) 48,333,767 and 47,056,293 warrants outstanding, respectively, (ii) 3,209,250 and 3,269,250 stock options outstanding, respectively, (iii) 30,177,865 and 23,210,423 shares issuable upon conversion of convertible notes, respectively, and (iv) 318,750 and 332,500 unissued shares subject to future vesting requirements granted pursuant to the Company's Employee Incentive Plan. Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. In prior periods, the Company used the Black-Scholes pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 12, Shareholders' Deficit Business Segments The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice and the NCFM practice acquired in April 2019) and Digital Healthcare (develops and markets the "HealthLynked Network," an online personal medical information and record archive system). Recent Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company's financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging In February 2018, the Financial Accounting Standards Board ("FASB") issued ASC Update No 2018-02 (Topic 220) Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated other comprehensive income ("AOCI") resulting from the enactment of the Tax Cuts and Jobs Act ("TCJA"). The updated guidance is effective for interim and annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. In July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance with effective dates for annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. |
Going Concern Matters and Liqui
Going Concern Matters and Liquidity | 3 Months Ended |
Mar. 31, 2020 | |
Going Concern Matters and Liquidity [Abstract] | |
GOING CONCERN MATTERS AND LIQUIDITY | NOTE 3 – GOING CONCERN MATTERS AND LIQUIDITY As of March 31, 2020, the Company had a working capital deficit of $3,749,487 and accumulated deficit $16,609,870. For the three months ended March 31, 2020, the Company had a net loss of $580,216 and net cash used by operating activities of $384,187. Net cash used in investing activities was $-0-. Net cash provided by financing activities was $478,012, resulting principally from $437,433 proceeds from the sale of common stock, $344,000 net proceeds from the issuance of convertible notes and $149,000 proceeds from the issuance of related party loans. The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital funds through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company's ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. A novel strain of coronavirus, COVID-19, that was first identified in China in December 2019, has surfaced in several regions across the world and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. The further spread of COVID-19, and the requirement to take action to limit the spread of the illness, may impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business and financial condition, including our potential to conduct financings on terms acceptable to us, if at all. The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. The Company intends that the cost of completing intended acquisitions, implementing its development and sales efforts related to the HealthLynked Network, as well as maintaining existing and expanding overhead and administrative costs, will be financed from (i) profits generated by NCFM and, upon completion of the acquisition, from Cura and AHP, and (ii) outside funding sources, including the put rights associated with the Investment Agreement, issuance of convertible notes, sales of common stock, and loans from related parties. The Company expects to repay our outstanding convertible notes, which have an aggregate face value of $2,133,895 as of March 31, 2020, from outside funding sources, including but not limited to new convertible notes payable, amounts available upon the exercise of the put rights granted under the Investment Agreement, sales of equity, loans from related parties and others, or through the conversion of convertible notes into equity. No assurances can be given that the Company will be able to access sufficient outside capital in a timely fashion in order to repay the convertible notes before they mature. If necessary funds are not available, the Company's business and operations would be materially adversely affected and in such event, the Company would attempt to reduce costs and adjust its business plan. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 4 – ACQUISITION On April 12, 2019, the Company acquired a 100% interest in Hughes Center for Functional medicine ("HCFM"), a medical practice engaged in improving the health of its patients through individualized and integrative health care. Under the terms of acquisition, the Company paid HCFM shareholders $500,000 in cash, issued 3,968,254 shares of the Company's common stock and agreed to an earn-out provision of $500,000 that may be earned based on the performance of HCFM in the years ended on the first, second and third anniversary dates of the acquisition closing. The total consideration fair value represents a transaction value of $1,799,672. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, "Business Combinations" ("ASC 805"). Following the acquisition, HCFM was rebranded as NCFM and was combined with NWC to form the Company's Health Services segment. As a result of the acquisition, the Company is expected to be a leading provider of Functional Medicine in Southwest Florida. The Company also expects to reduce costs in its Health Services segment through economies of scale. The following table summarizes the fair value of consideration paid for HCFM. Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Contingent acquisition consideration subject to earn-out 299,672 Fair Value of Total Consideration $ 1,799,672 The fair value of the 3,968,254 common shares issued as part of the acquisition consideration was determined using the intraday volume weighted average price of the Company's common shares on the acquisition date. The terms of the earn out require the Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date. The fair value of the contingent acquisition consideration related to the future earn-out payments was calculated using a probability-weighted discounted cash flow projection. The fair value of the contingent acquisition consideration is remeasured at the end of each reporting period and changes are included in the statement of operations under the caption "Change in fair value of derivative financial instruments and contingent acquisition consideration." During the three months ended March 31, 2020 and 2019, the Company recognized losses on the change in the fair value of contingent acquisition consideration of $6,621 and $-0-, respectively. The following table summarizes the estimated fair values of the assets acquired at the acquisition date. There were no liabilities assumed in the acquisition of HCFM. Cash $ 35,000 Hyperbaric Chambers 452,289 Medical Equipment 29,940 Computer Equipment/Software 19,739 Office Furniture & Equipment 23,052 Inventory 72,114 Leasehold Improvements 25,000 Website 41,000 Patient Management Platform Database 1,101,538 Fair Value of Identifiable Assets Acquired $ 1,799,672 The fair value of the website of $41,000 was determined based upon the cost to reconstruct and put into use applying current market rates. The fair value of the Patient Management Platform Database of $1,101,538 was estimated by applying the income approach. Under the income approach, the expected future cash flows generated by the Patient Management Platform Database are estimated and discounted to their net present value at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow. The Company finalized the purchase price allocation in March 2020 and determined that no goodwill was included in the acquisition. The following represents the pro forma consolidated income statement as if HCFM had been included in the consolidated results of the Company for the entire three-month periods ending March 31, 2020 and 2019: Three Months Ended 2020 2019 Revenue $ 1,336,940 $ 1,187,170 Net loss $ (580,216 ) $ (1,035,152 ) These amounts have been calculated after applying the Company's accounting policies and adjusting the results of HCFM to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2020 and 2019, respectively. |
Deferred Offering Costs and Pre
Deferred Offering Costs and Prepaid Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED OFFERING COSTS AND PREPAID EXPENSES | NOTE 5 – DEFERRED OFFERING COSTS AND PREPAID EXPENSES On March 22, 2017, the Company the Company granted to the investor in the Investment Agreement warrants to purchase 4,000,000 shares at $0.25 per share, 2,000,000 shares at $0.50 per share and 1,000,000 shares at $1.00 per share. On June 7, 2017, the Company also granted warrants to purchase 200,000 shares at $0.25 per share, 100,000 shares at $0.50 per share and 50,000 shares at $1.00 per share to an advisor as a fee in connection with the Investment Agreement. The aggregate fair value of these warrants totaling $153,625 was recorded as a deferred offering cost and is being amortized over the period during which the Company can access the financing, which began on May 15, 2017 and ends on May 15, 2020. During the three months ended March 31, 2020 and 2019, the Company recognized $12,802 and $12,802, respectively, in general and administrative expense related to the cost of the warrants. On December 6, 2018, the Company granted three-year warrants to purchase 240,000 shares at an exercise price of $0.20 per share to two advisors for services to be provided over a three-month period. The fair value of the warrants of $35,462 was amortized over a three-month service period. During the three months ended March 31, 2020 and 2019, the Company recognized $-0- and $25,611, respectively, to general and administrative expense related to the warrants. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at March 31, 2020 and December 31, 2019 are as follows: March 31, December 31, 2020 2019 Capital lease equipment $ 251,752 $ 251,752 Medical equipment 482,229 482,229 Telephone equipment 12,308 12,308 Furniture, transport and office equipment 516,815 516,815 Total property, plant and equipment 1,263,104 1,263,104 Less: accumulated depreciation (772,057 ) (749,316 ) Property, plant and equipment, net $ 491,047 $ 513,788 Depreciation expense during the three months ended March 31, 2020 and 2019 was $22,742 and $1,655, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 7 – INTANGIBLE ASSETS Intangible assets at March 31, 2020 and December 31, 2019 are as follows: March 31, December 31, 2020 2019 Medical database $ 1,101,538 $ 1,230,000 Website 41,000 41,000 Goodwill --- 71,866 Total intangible assets 1,142,538 1,342,866 Less: accumulated amortization (7,953 ) (5,908 ) Intangible assets, net $ 1,134,585 $ 1,336,958 Goodwill and intangible assets arose from the acquisition of NCFM in April 2019. The medical database is assumed to have an indefinite life and is not amortized. The website is being amortized on a straight-line basis over its estimated useful life of five years. Goodwill represents the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisition of NCFM. The Company finalized the purchase price allocation in March 2020 and determined that no goodwill was included in the acquisition. Amortization expense in the three months ended March 31, 2020 and 2019 was $2,044 and $-0-, respectively. No impairment charges were recognized related to goodwill and intangible assets in the three months ended March 31, 2020 or 2019. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 8 – LEASES The Company has two operating leases for office space and equipment that expire in July 2020, an operating lease for office space that expires in May 2022, and an operating lease for office space that expires in March 2023. The Company's weighted-average remaining lease term relating to its operating leases is 1.7 years, with a weighted-average discount rate of 21.48%. The Company is also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 that expired in March 2020. The Company's weighted-average remaining lease term relating to its financing lease is -0- years, with a weighted-average discount rate of 9.38%. The Company's lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate was determined based on information available at lease commencement date for purposes of determining the present value of lease payments. The table below summarizes the Company's lease-related assets and liabilities as of March 31, 2020: As of March 31, 2020 As of December 31, 2019 Operating Financing Total Operating Financing Total Leases Leases Leases Leases Leases Leases Lease assets $ 240,215 $ - $ 240,215 $ 273,196 $ 4,482 $ 277,678 Lease liabilities Lease liabilities (short term) $ 145,869 $ - $ 145,869 $ 197,041 $ 4,482 $ 201,523 Lease liabilities (long term) 103,225 - 103,225 80,510 - 80,510 Total lease liabilities $ 249,094 $ - $ 249,094 $ 277,551 $ 4,482 $ 282,033 The Company incurred lease expense of $95,269 ($90,682 related to operating leases and $4,587 related to financing leases) and $73,415 ($68,828 related to operating leases and $4,587 related to financing leases) in the three months ended March 31, 2020 and 2019, respectively. Maturities of operating and capital lease liabilities were as follows as of March 31, 2020: Operating Capital Total Leases Leases Commitments 2020 $ 164,809 $ --- $ 164,809 2021 98,531 --- 98,531 2022 52,662 --- 52,662 2023 6,099 --- 6,099 Total lease payments 322,101 --- 322,101 Less interest (73,007 ) --- (73,007 ) Present value of lease liabilities $ 249,094 $ --- $ 249,094 |
Notes Payable and Other Amounts
Notes Payable and Other Amounts Due to Related Party | 3 Months Ended |
Mar. 31, 2020 | |
Notes Payable and Other Amounts Due to Related Party [Abstract] | |
NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY | NOTE 9 – NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY Amounts due to related parties as of March 31, 2020 and December 31, 2019 were comprised of the following: March 31, December 31, 2020 2019 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent 208,963 192,857 Total due to related party 509,563 493,457 Notes payable to related party: Notes payable to Dr. Michael Dent and family (all current) $ 817,037 $ 743,955 Notes Payable to Dr. Michael Dent Our founder and CEO, Dr. Michael Dent, has made loans to the Company from time to time in the form of unsecured promissory notes payable. The carrying values of notes payable to Dr. Dent as of March 31, 2020 and December 31, 2019 were as follows: Interest March 31, December 31, Inception Date Maturity Date Rate 2020 2019 January 12, 2017 December 31, 2020 10 % $ 37,624 * $ 38,378 * January 18, 2017 December 31, 2020 10 % 21,474 * 21,904 * January 24, 2017 December 31, 2020 10 % 53,623 * 54,696 * February 9, 2017 December 31, 2020 10 % 32,073 * 32,715 * April 20, 2017 December 31, 2020 10 % 10,543 * 10,754 * June 15, 2017 December 31, 2020 10 % 33,881 * 34,560 * August 17, 2017 December 31, 2020 10 % 20,585 * 20,997 * August 24, 2017 December 31, 2020 10 % 38,541 * 39,312 * September 7, 2017 December 31, 2020 10 % 35,868 * 36,586 * September 21, 2017 December 31, 2020 10 % 27,079 * 27,621 * September 29, 2017 December 31, 2020 10 % 12,242 * 12,487 * December 21, 2017 December 31, 2020 10 % 14,037 * 14,318 * January 8, 2018 December 31, 2020 10 % 74,915 * 76,415 * January 11, 2018 December 31, 2020 10 % 8,984 * 9,164 * January 26, 2018 December 31, 2020 10 % 17,364 * 17,712 * January 3, 2014 December 31, 2020 10 % 290,519 * 296,336 * January 7, 2020 July 3, 2020 10 % 87,685 --- $ 817,037 $ 743,955 * Denotes that note payable is reflected at fair value As denoted in the table above, certain of our notes payable to Dr. Dent are carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." The changes in fair value during the three months ended March 31, 2020 and 2019 was $(21,362) and $(14,603), respectively and the fair value of these notes as of March 31, 2020 and December 31, 2019 was $729,352 and $743,955, respectively. On January 7, 2020, the Company entered into a Merchant Cash Advance Factoring Agreement ("MCA") with a trust controlled by Dr. Dent, pursuant to which the Company received an advance of $150,000 before closing fees (the "2020 MCA"). The Company is required to repay the 2020 MCA, which acts like an ordinary note payable, at the rate of $7,212 per week until the balance of $187,500 is repaid, which was scheduled for July 2020. At inception, the Company recognized a note payable in the amount of $187,500 and a discount against the note payable of $38,500. The discount is being amortized over the life of the instrument. During the three months ended March 31, 2020 and 2019, the Company made installment payments of $79,327 and $-0-, respectively. During the three months ended March 31, 2020 and 2019, the Company recognized amortization of the discount in the amount of $18,012 and $-0-, respectively. As of March 31, 2020 and December 31, 2019, the carrying value of the MCA was $87,685 and $-0-, respectively. Interest accrued on the above notes payable as of March 31, 2020 and December 31, 2019 was $208,963 and $192,888, respectively. Interest expense on the above unsecured promissory notes for the three months ended March 31, 2020 and 2019 was $34,117 and $16,237, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of March 31, 2020 and December 31, 2019 were comprised of the following: March 31, December 31, 2020 2019 $550k Note - July 2016 $ 537,253 * $ 548,010 $50k Note - July 2016 55,750 * 56,866 $111k Note - May 2017 98,811 * 118,606 $357.5k Note - April 2019 322,276 * 328,728 $154k Note - June 2019 --- 50,000 $136k Notes - July 2019 --- 135,850 $78k Note III - July 2019 --- 78,000 $230k Note - July 2019 --- 230,000 $108.9k Note - August 2019 33,947 108,947 $142.5k Note - October 2019 142,500 142,500 $103k Note V - October 2019 103,000 103,000 $108.9k Note II - October 2019 108,947 108,947 $128.5k Note - October 2019 128,500 128,500 $103k Note VI - November 2019 103,000 103,000 $78.8k Note II - December 2019 78,750 78,750 $131.3k Note - January 2020 131,250 --- $78k Note IV - January 2020 78,000 --- $157.5k Note - March 2020 157,500 --- 2,079,484 2,319,704 Less: unamortized discount (427,567 ) (777,668 ) Convertible notes payable, net of original issue discount and debt discount $ 1,651,917 $ 1,542,036 * - Denotes that convertible note payable is carried at fair value Interest expense and amortization of debt discount recognized on each convertible note outstanding during the three months ended March 31, 2020 and 2019 were as follows: Interest Expense Amortization of Debt Discount Three Months Ended March 31, Three Months Ended March 31, 2020 2019 2020 2019 $550k Note - July 2016 $ 8,225 $ 8,136 $ --- $ --- $50k Note - July 2016 1,247 1,233 --- --- $111k Note - May 2017 4,694 4,078 --- --- $171.5k Note - October 2017 --- 1,785 --- --- $103k Note I - October 2018 --- 2,540 --- 32,526 $103k Note II - November 2018 --- 2,540 --- 31,856 $153k Note - November 2018 --- 3,773 --- 50,440 $103k Note III - December 2018 --- 2,540 --- 25,397 $78k Note I - January 2019 --- 1,624 --- 21,714 $78k Note II - January 2019 --- 1,410 --- 17,451 $357.5k Note - April 2019 829 --- --- --- $154k Note - June 2019 46 --- 1,093 --- $67.9k Note - July 2019 707 --- 7,252 --- $67.9k Note II - July 2019 177 --- 2,813 --- $78k Note III - July 2019 492 --- 6,208 --- $230k Note - July 2019 3,041 --- 58,526 --- $108.9k Note - August 2019 2,545 --- 20,960 --- $142.5k Note - October 2019 5,739 --- 35,430 --- $103k Note V - October 2019 2,568 --- 28,213 --- $108.9k Note II - October 2019 2,716 --- 21,730 --- $128.5k Note - October 2019 3,204 --- 31,949 --- $103k Note VI - November 2019 2,568 --- 28,720 --- $78.8k Note II - December 2019 1,963 --- 15,917 --- $131.3k Note - January 2020 2,805 --- 6,945 --- $78k Note IV - January 2020 1,603 --- 6,030 --- $157.5k Note - March 2020 906 --- 2,365 --- $ 46,075 $ 29,659 $ 274,151 $ 179,384 Unamortized debt discount on outstanding convertible notes payable as of March 31, 2020 and December 31, 2019 were comprised of the following: Unamortized Discount as of March 31, December 31, 2020 2019 $154k Note - June 2019 $ --- $ 21,175 $67.9k Note - July 2019 --- 20,497 $67.9k Note II - July 2019 --- 20,497 $78k Note III - July 2019 --- 32,657 $230k Note - July 2019 --- 125,684 $108.9k Note - August 2019 11,460 59,392 $142.5k Note - October 2019 71,639 107,070 $103k Note V - October 2019 42,474 70,686 $108.9k Note II - October 2019 50,862 72,592 $128.5k Note - October 2019 74,783 106,732 $103k Note VI - November 2019 53,021 81,740 $78.8k Note II - December 2019 43,028 58,946 $131.3k Note - January 2020 25,643 --- $78k Note IV - January 2020 15,920 --- $157.5k Note - March 2020 38,737 --- $ 427,567 $ 777,668 Certain of our convertible notes payable are also carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." The changes in fair value during the three months ended March 31, 2020 and 2019 and the fair value as of the three months then ended on such instruments were as follows: Change in Fair Value of Debt Fair Value of Debt as of Three Months Ended March 31, March 31, December 31, 2020 2019 2020 2019 $550k Note - July 2016 $ (10,757 ) $ 16,838 $ 537,253 $ 548,010 $50k Note - July 2016 (1,116 ) 1,707 55,750 56,866 $111k Note - May 2017 (3,036 ) 3,544 98,811 118,606 $171.5k Note - October 2017 --- 1,781 --- --- $357.5k Note - April 2019 (6,453 ) --- 322,275 328,727 $ (21,362 ) $ 23,870 $ 1,014,089 $ 1,052,209 Convertible Note Payable ($78,000) – January 2019 On January 14, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note"). The $78k Note, including accrued interest, was prepaid in July 2019 for a one-time cash payment of $102,321. Convertible Note Payable ($78,000) – January 2019 On January 24, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note II"). The $78k Note II, including accrued interest, was prepaid in July 2019 for a one-time cash payment of $102,255. Convertible Note Payable ($111,000) – May 2017 On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000. The $111k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.15 per share, or 740,000 of the Company's common shares, and is secured by all of the Company's assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company's common stock at an exercise price of $0.75 per share. The $111k Note matures on December 31, 2020. On February 6, 2020, the holder of the $111k Note converted $30,000 principal on the note into 448,029 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $25,394, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($154,000) – June 2019 On June 3, 2019, the Company issued a $154,000 convertible note (the "$154k Note"). During the three months ended March 31, 2020, the holder converted the remaining unpaid principal balance of $50,000 and accrued interest of $8,572 into 968,390 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $125,865 in the three months ended March 31, 2020, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($67,925) – July 2019 On July 11, 2019, the Company issued a $67,925 convertible note (the "$67.9k Note I"). During the three months ended March 31, 2020, the holder converted the full principal of $67,925 and accrued interest of $3,926 into 885,847 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $55,117 in the three months ended March 31, 2020, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($67,925) – July 2019 On July 11, 2019, the Company issued a second $67,925 convertible note (the "$67.9k Note II"). During the three months ended March 31, 2020, the Company prepaid the balance on the $67.9k Note II, including accrued interest, for a one-time cash payment of $89,152. In connection with the repayment, the Company recognized a loss on debt extinguishment of $26,890 in the three months ended March 31, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($78,000) – July 2019 On July 16, 2019, the Company issued a $78,000 convertible note (the "$78k Note III"). During the three months ended March 31, 2020, the Company prepaid the balance on the $78k Note III, including accrued interest, for a one-time cash payment of $102,388. In connection with the repayment, the Company recognized a loss on debt extinguishment of $31,432 in the three months ended March 31, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($230,000) – July 2019 On July 18, 2019, the Company issued a convertible note with a face value of $230,000 (the "$230k Note"). During the three months ended March 31, 2020, the holder converted $80,000 of principal and $4,373 of accrued interest on the note into 1,236,668 shares of Company common stock and the Company repaid principal of $150,000 and accrued interest of $9,128 for cash payments totaling $181,554. The note was retired upon these conversions and repayments. In connection with the conversions and repayments, the Company recognized a loss on debt extinguishment of $112,498 in the three months ended March 31, 2020 equal to the excess of the cash payment amount and the fair value of the shares issued at conversion over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($108,947) – August 2019 On August 26, 2019, the Company issued a convertible note with a face value of $108,947 (the "$108.9k Note"). During the three months ended March 31, 2020, the holder converted principal of $75,000 and accrued interest of $6,335 into 1,779,322 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $90,732 in the three months ended March 31, 2020, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($131,250) – January 2020 On January 13, 2020, the Company issued a $131,250 convertible note (the "$131.3k Note"). The $131.3k Note included $8,750 fees and discounts for net proceeds of $122,500. The $131.3k Note has an interest rate of 10% and a default interest rate of 22% and matures on January 13, 2021. The $131.3k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the embedded conversion feature ("ECF") was calculated using a binomial lattice pricing model at $23,838. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 23,838 Original issue discount and fees 8,750 Convertible note 98,662 Gross proceeds $ 131,250 Convertible Note Payable ($78,000) – January 2020 On January 16, 2020, the Company issued a $78,000 convertible note (the "$78k Note IV"). The $78k Note IV included $3,000 fees for net proceeds of $75,000. The $78k Note IV has an interest rate of 10% and a default interest rate of 22% and matures on October 15, 2020. The $78k Note IV may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF was calculated using a binomial lattice pricing model at $18,950. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 18,950 Original issue discount and fees 3,000 Convertible note 56,050 Gross proceeds $ 78,000 Convertible Note Payable ($157,500) – March 2020 On March 10, 2020, the Company issued a $157,500 convertible note (the "$157.5k Note"). The $157.5k Note included $11,000 fees for net proceeds of $146,500. The $157.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on March 10, 2021. The $157.5k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF was calculated using a binomial lattice pricing model at $30,102. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 30,102 Original issue discount and fees 11,000 Convertible note 116,398 Gross proceeds $ 157,500 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 11 – DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are comprised of (i) the fair value of ECFs embedded in convertible promissory notes for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company's common stock, and (ii) a conditional cash redemption feature included in certain outstanding warrant agreements. The fair market value of the ECF derivative liabilities was calculated at inception of each convertible promissory note for which the conversion rate is not fixed and allocated to the respective convertible notes, with any excess recorded as a charge to "Financing cost." The fair market value of the warrant feature derivative liabilities, which is only exercisable upon a change of control of the Company, was calculated as of the time that the beneficial ownership of the Company's management and board fell below 50% and therefore a change of control a transaction, including a hostile takeover, was no longer within the Company's control. Derivative financial instruments are revalued at the end of each period, with the change in value recorded to "Change in fair value of on derivative financial instruments." Derivative financial instruments and changes thereto recorded in the three months ended March 31, 2020 and 2019 include the following: Three Months Ended 2020 2019 Balance, beginning of period $ 991,288 $ 800,440 Inception of derivative financial instruments 72,890 179,230 Change in fair value of derivative financial instruments (740,355 ) (191,633 ) Conversion or extinguishment of derivative financial instruments (103,885 ) (207,182 ) Balance, end of period $ 219,938 $ 580,855 Fair market value of the derivative financial instruments was measured using the following assumptions: Three Months Ended March 31, 2020 2019 Pricing model utilized Binomial Lattice Black/Scholes Risk free rate range 0.05% to 1.61% 2.40% to 2.73% Expected life range (in years) 0.14 to 1.00 0.33 to 1.00 Volatility range 117.48% to 125.32% 202.73% to 293.97% Dividend yield 0.00% 0.00% In addition, specific assumptions regarding investor exercise behavior were used in 2020, including probability assumptions related to estimated exercise behavior. The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date. During the three months ended March 31, 2020 and 2019, five and one convertible notes, respectively, were converted in part or in full into common shares by the holders, and three and zero convertible notes, respectively, were repaid in part or in full in cash. Accordingly, the derivative financial instruments associated with the ECFs of these convertible notes were written off in connection with the extinguishment of each convertible note. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 12 – SHAREHOLDERS' DEFICIT Private Placements During the three months ended March 31, 2019, the Company sold 1,133,334 shares of common stock in two separate private placement transactions and received $340,000 in proceeds from the sales. The shares were issued at a share price of $0.30 per share. In connection with the stock sale, we also issued 566,667 five-year warrants to purchase shares of common stock at an exercise price of $0.40 per share and 250,000 three-year warrants to purchase shares of common stock at an exercise price of $0.50 per share. During the three months ended March 31, 2020, the Company sold 2,412,087 shares of common stock in seven separate private placement transactions and received $315,000 in proceeds from the sales. The shares were issued at a share price of $0.13 per share with respect to 2,269,230 shares and $0.14 per share with respect to 142,857 shares. In connection with the stock sales, the Company also issued 1,134,616 five-year warrants to purchase shares of common stock at an exercise price of $0.23 and 71,429 five-year warrants to purchase shares of common stock at an exercise price of $0.24 per share. Investment Agreement Draws During three months ended March 31, 2020 and 2019, the Company issued 1,331,432 and 2,128,644 common shares, respectively, pursuant to draws made by the Company under the Investment Agreement and received an aggregate of $122,433 and $493,226, respectively, in net proceeds from the draws. Common Stock Issuable As of March 31, 2020 and December 31, 2019, the Company was obligated to issue the following shares: March 31, 2020 December 31, 2019 Amount Shares Amount Shares Shares issuable pursuant to consulting agreements $ 123,589 740,439 $ 93,377 493,142 Shares issuable to employees and directors 30,000 266,264 7,161 75,000 Shares issuable pursuant to stock subscriptions received --- --- 59,000 479,762 Shares issuable pursuant to convertible note conversion notices 51,652 645,644 --- --- $ 205,241 1,652,347 $ 159,538 1,047,904 During December 2019, the Company completed stock subscription agreements totaling $59,000 for the sale of 479,762 shares of common stock. The funds were received and shares were issued in January and February 2020. Stock Warrants Transactions involving our stock warrants during the three months ended March 31, 2020 and 2019 are summarized as follows: 2020 2019 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 47,056,293 $ 0.21 46,161,463 $ 0.18 Granted during the period 1,277,474 $ 0.23 996,667 $ 0.42 Exercised during the period --- $ --- (2,099,256 ) $ (0.00 ) Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 48,333,767 $ 0.21 45,058,874 $ 0.19 Exercisable at end of the period 48,333,767 $ 0.21 45,058,874 $ 0.19 Weighted average remaining life 3.8 years 3.5 years The following table summarizes information about the Company's stock warrants outstanding as of March 31, 2020: Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.0001 to 0.09 15,287,011 4.7 $ 0.07 15,287,011 $ 0.07 $ 0.10 to 0.24 19,012,796 3.3 $ 0.18 19,012,796 $ 0.18 $ 0.25 to 0.49 10,093,960 4.2 $ 0.29 10,093,960 $ 0.29 $ 0.50 to 1.00 3,940,000 1.9 $ 0.28 3,940,000 $ 0.28 $ 0.05 to 1.00 48,333,767 3.8 $ 0.18 48,333,767 $ 0.18 During the three months ended March 31, 2020 and 2019, the Company issued 1,277,474 and 996.667 warrants, respectively, the aggregate grant date fair value of which was $100,547 and $294,707, respectively. The fair value of the warrant was calculated using the following assumptions: Three Months Ended March 31, 2020 2019 Pricing model utilized Binomial Lattice Black/Scholes Risk free rate range 1.38% to 1.59% 2.44% to 2.52% Expected life range (in years) 5.00 years 3.00 to 5.00 Volatility range 119.69% to 124.02% 212.96% to 216.35% Dividend yield 0.00% 0.00% In addition, specific assumptions regarding investor exercise behavior were used in 2020, including probability assumptions related to estimated exercise behavior. Employee Equity Incentive Plan On January 1, 2016, the Company instituted the Employee Equity Incentive Plan (the "EIP") for the purpose of having equity awards available to allow for equity participation by its employees. The EIP allows for the issuance of up to 15,503,680 shares of the Company's common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or restricted shares. The EIP is governed by the Company's board, or a committee that may be appointed by the board in the future. The following table summarizes the status of shares issued and outstanding under the EIP outstanding as of and for the three months ended March 31, 2020 and 2019: 2020 2019 Outstanding at beginning of the period 1,874,063 1,738,750 Granted during the period 207,500 61,563 Terminated during the period (62,500 ) --- Outstanding at end of the period 2,019,063 1,800,313 Shares vested at period-end 1,700,313 1,336,563 Weighted average grant date fair value of shares granted during the period $ 0.10 $ 0.26 Aggregate grant date fair value of shares granted during the period $ 17,000 $ 12,805 Shares available for grant pursuant to EIP at period-end 10,275,368 10,154,118 Total stock-based compensation recognized for grants under the EIP was $17,696 and $32,779 during the three months ended March 31, 2020 and 2019, respectively. Total unrecognized stock compensation related to these grants was $53,382 as of March 31, 2020. A summary of the status of nonvested shares issued pursuant to the EIP as of and for the three months ended March 31, 2020 and 2019 is presented below: 2020 2019 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 332,500 $ 0.17 540,000 $ 0.16 Granted 207,500 $ 0.10 --- $ --- Vested (158,750 ) $ 0.08 (76,250 ) $ 0.04 Forfeited (62,500 ) $ 0.07 --- $ --- Nonvested at end of period 318,750 $ 0.19 463,750 $ 0.18 Employee Stock Options The following table summarizes the status of options outstanding as of and for the three months ended March 31, 2020 and 2019: 2020 2019 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 3,269,250 $ 0.21 3,707,996 $ 0.18 Granted during the period 20,000 $ 0.11 591,250 $ 0.26 Exercised during the period --- $ --- (154,166 ) $ 0.20 Forfeited during the period (80,000 ) $ 0.26 (595,830 ) $ 0.20 Outstanding at end of the period 3,209,250 $ 0.20 3,549,250 $ 0.19 Options exercisable at period-end 1,926,125 1,261,000 Weighted average remaining life (in years) 7.4 8.2 Weighted average grant date fair value of options granted during the period $ --- $ 0.21 Options available for grant at period-end 10,275,368 10,154,118 The following table summarizes information about the Company's stock options outstanding as of March 31, 2020: Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ --- to 0.10 1,283,000 5.7 $ 0.08 1,270,500 0.08 $ 0.11 to 0.31 1,926,250 8.6 $ 0.28 655,625 0.29 $ 0.08 to 0.31 3,209,250 7.4 $ 0.20 1,926,125 $ 0.15 Total stock-based compensation recognized related to option grants was $20,880 and $28,456 during the three months ended March 31, 2020 and 2019, respectively. A summary of the status of nonvested options issued pursuant to the EIP as of and for the three months ended March 31, 2020 and 2019 is presented below: 2020 2019 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 1,636,250 $ 0.22 2,332,413 $ 0.13 Granted 20,000 $ 0.08 591,250 $ 0.21 Vested (293,125 ) $ 0.20 (39,583 ) $ 0.03 Forfeited (80,000 ) $ 0.21 (595,830 ) $ 0.02 Nonvested at end of period 1,283,125 $ 0.22 2,288,250 $ 0.18 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Service contracts The Company carries various service contracts on its office buildings & certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled. Litigation From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Leases Maturities of lease liabilities were as follows as of March 31, 2020: Operating Capital Total Leases Leases Commitments 2020 $ 164,809 $ --- $ 164,809 2021 98,531 --- 98,531 2022 52,662 --- 52,662 2023 6,099 --- 6,099 Total lease payments 322,101 --- 322,101 Less interest (73,007 ) --- (73,007 ) Present value of lease liabilities $ 249,094 $ --- $ 249,094 Employment/Consulting Agreements The Company has employment agreements with certain of its physicians, nurse practitioners and physical therapists in the Health Services division. The agreements generally call for a fixed salary at the beginning of the contract with a transaction to performance-based pay later in the contract. On July 1, 2016, the Company entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent's employment agreement continues until terminated by Dr. Dent or the Company. If Dr. Dent's employment is terminated by the Company (unless such termination is "For Cause" as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination. On July 1, 2016, the Company entered into an agreement with Mr. George O'Leary, the Company's Chief Financial Officer and a member of the Board of Directors, extending his prior agreement with the Company. Mr. O'Leary's employment agreement continues until terminated by Mr. O'Leary or the Company. If Mr. O'Leary employment is terminated by the Company (unless such termination is "For Cause" as defined in his employment agreement), then upon signing a general waiver and release, Mr. O'Leary will be entitled to receive his base salary and the Company shall maintain his employee benefits for a period of twelve (12) months beginning on the date of termination. In the event that Mr. O'Leary terminates the agreement, he shall be entitled to any accrued by unpaid salary and other benefits up to and including the date of termination. On July 1, 2018, the Company and Mr. O'Leary entered into an Extension Letter Agreement pursuant to which Mr. O'Leary was increased to full time employment (previously half-time) and agreed to extend the term of his employment to September 30, 2022. In addition to a base salary, the extension provides Mr. O'Leary with certain performance-based cash bonuses, stock grants, and stock option grants. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 14 – SEGMENT REPORTING The Company has two reportable segments: Health Services and Digital Healthcare. Health Services division is comprised of the operations of (i) Naples Women's Center ("NWC"), a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice, (ii) Naples Center for Functional Medicine ("NCFM"), a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care, and (iii) Bridging the Gap Physical Therapy ("BTG"), a newly-formed physical therapy practice in Bonita Springs, FL that provides hands-on functional manual therapy techniques to speed patients' recovery and manage pain without pain medication or surgery. The Company's Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the "HealthLynked Network," which will enable patients and doctors to keep track of medical information via the Internet in a cloud-based system. The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Segment information for the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Health Services Digital Healthcare Total Health Services Digital Healthcare Total Revenue Patient service revenue, net $ 1,336,940 $ --- $ 1,336,940 $ 464,990 $ --- $ 464,990 Operating Expenses Practice salaries and benefits 765,121 --- 765,121 350,240 --- 350,240 Other practice operating costs 563,691 --- 563,691 244,539 --- 244,539 General and administrative --- 510,976 510,976 --- 691,802 691,802 Depreciation and amortization 24,191 595 24,786 1,060 595 1,655 Total Operating Expenses 1,353,003 511,571 1,864,574 595,839 692,397 1,288,236 Loss from operations $ (16,063 ) $ (511,571 ) $ (527,634 ) $ (130,849 ) $ (692,397 ) $ (823,246 ) Other Segment Information Interest expense $ 5,536 $ 56,645 $ 62,181 $ 5,828 $ 40,494 $ 46,322 Loss on extinguishment of debt $ --- $ 467,937 $ 467,937 $ --- $ 139,798 $ 139,798 Financing cost $ --- $ --- $ --- $ --- $ 33,903 $ 33,903 Amortization of original issue and debt discounts on convertible notes $ --- $ 292,163 $ 292,163 $ --- $ 179,384 $ 179,384 Change in fair value of debt $ --- $ (35,965 ) $ (35,965 ) $ --- $ 29,697 $ 29,697 Change in fair value of derivative financial instruments and contingent acquisition consideration $ --- $ (733,734 ) $ (733,734 ) $ --- $ (191,633 ) $ (191,633 ) March 31, 2020 December 31, 2019 Identifiable assets $ 2,175,990 $ 136,499 $ 2,312,489 $ 2,428,752 $ 117,802 $ 2,546,554 Goodwill $ --- $ --- $ --- $ 71,866 $ --- $ 71,866 The Digital Healthcare segment recognized revenue of $1,356 and $1,941 in the three months ended March 31, 2020 and 2019, respectively, related to subscription revenue billed to and paid for by the Company's physicians for access to the HealthLynked Network. The revenue for Digital Healthcare and related expense for Health Services were eliminated on consolidation. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans which were extinguished and reissued and are therefore subject to fair value measurement, as well as derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate is not fixed. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached regarding fair value measurements as of March 31, 2020 and December 31, 2019: As of March 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ - $ - $ 1,014,090 $ 1,014,090 Notes payable to related party - - 729,352 729,352 Derivative financial instruments - - 219,938 219,938 Total $ - $ - $ 1,963,380 $ 1,963,380 As of December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ - $ - $ 1,052,209 $ 1,052,209 Notes payable to related party - - 743,955 743,955 Derivative financial instruments - - 991,288 991,288 Total $ - $ - $ 2,787,452 $ 2,787,452 The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 Convertible notes payable $ 21,362 $ (23,869 ) Notes payable to related party 14,603 (5,828 ) Derivative financial instruments 740,355 191,633 Contingent acquisition consideration (6,621 ) - Total $ 769,699 $ 161,936 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS On April 2, 2020, the holder of the $108.9k Note converted the remaining principal balance of $33,947 and accrued interest of $19 into 870,929 shares of the Company's common stock. The note was retired upon this conversion. On April 2, 2020, the Company issued a $157,500 convertible note (the "$157.5k Note"). The $157.5k Note included $10,500 fees and discounts for net proceeds of $147,000. The $157.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on April 2, 2021. The $157.5k Note may be converted into common stock of the Company by the holder at any time six months after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 29% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. On April 3, 2020, the Company prepaid the balance on the $103k Note V, including accrued interest, for a one-time cash payment of $135,205. On April 6, 2020, the Company issued a $135,000 convertible note (the "$135k Note"). The $135k Note included $3,500 fees and discounts for net proceeds of $131,500. The $135k Note has an interest rate of 10% and a default interest rate of 18% and matures on April 6, 2021. The $135k Note may be converted into common stock of the Company by the holder at any time six months after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. On April 6, 2020, the Company issued an $83,000 convertible note (the "$83k Note"). The $83k Note included $3,000 fees and discounts for net proceeds of $80,000. The $83k Note has an interest rate of 10% and a default interest rate of 22% and matures on February 15, 2021. The $83k Note may be converted into common stock of the Company by the holder at any time six months after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. On April 30, 2020, the Company issued a $128,000 convertible note (the "$128k Note"). The $128k Note included $3,000 fees and discounts for net proceeds of $125,000. The $128k Note has an interest rate of 10% and a default interest rate of 2% and matures on February 28, 2021. The $128k Note may be converted into common stock of the Company by the holder at any time six months after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. On May 4, 2020, the Company prepaid the balance on the $103k Note VI, including accrued interest, for a one-time cash payment of $135,099. On May 5, 2020, the holder of the $108.9k Note II converted principal of $25,000 and accrued interest of $5,538 into 479,030 shares of the Company's common stock.. On May 8, 2020, the holder of the $128.5k Note converted principal of $25,000 and $500 in fees into 491,804 shares of the Company's common stock. On May 8, 2020, the Company and its subsidiaries received an aggregate of $585,000 in loans under the Paycheck Protection Program (the "PPP"). The PPP loans, administered by the U.S. Small Business Administration and processed through Wells Fargo bank, were issued under the recently enacted Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. The loans bear interest at 1% per annum in mature in May 2022. Principal and interest payments are deferred for the first six months of the loans. Pursuant to the terms of the PPP, principal amounts may be forgiven if loan proceeds are used for qualifying expenses as described in the CARES Act, including costs such as payroll, benefits, employer payroll taxes, rent and utilities. The Company plans to use the proceeds for payroll costs and other permitted expenses. On May 12, 2020, the Company sold 1,075,269 shares of common stock in a private placement transaction to an accredited investor and received $100,000 in proceeds from the sales. In connection with the stock sale, the Company also issued 537,644 five-year warrants to purchase shares of common stock at an exercise price of $0.19 per share. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for right-of-use ("ROU") lease assets including related lease liability and useful life of fixed assets. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 8 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company's financial statements and related disclosures. |
Patient Service Revenue | Patient Service Revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company's policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company's compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company's historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. |
Accounts Receivable | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers' accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts receivable are recorded at this net amount. As of and March 31, 2020 and December 31, 2019, the Company's gross accounts receivable were $156,458 and $174,531, respectively, and net accounts receivable were $74,161 and $83,251, respectively, based upon net reporting of accounts receivable. As of March 31, 2020 and December 31, 2019, the Company's allowance of doubtful accounts was $13,972 and $13,972, respectively. |
Leases | Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company's consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company adopted ASU 2016-02 in the first quarter of 2019. See Note 8 for more complete details on balances at March 31, 2020, and December 31, 2019. The adoption had no material impact on cash provided by or used in operating, investing or financing activities on the Company's unaudited condensed consolidated statements of cash flows. |
Inventory | Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three months ended March 31, 2020 or 2019. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company's financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company's revenue or accounts receivable. Generally, the Company's cash and cash equivalents are in checking accounts. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. There was no impairment as of March 31, 2020 or 2019. |
Convertible Notes | Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under "Change in Fair Value of Debt." |
Derivative Financial Instruments | Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity's own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ; ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Prior to January 1, 2020, the Company utilized the closed-form Black-Scholes option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. Effective January 1, 2020, the Company changed to a binomial lattice option pricing model. The Company believes that the binomial lattice model results in a better estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fair value these instruments and, unlike the Black-Scholes model, also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation to employees and nonemployees under ASC 718 "Compensation – Stock Compensation" using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. In prior periods, the Company used the Black-Scholes pricing model. |
Income Taxes | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three months ended March 31, 2020 or 2019, since the Company has sustained a loss for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. |
Recurring Fair Value Measurements | Recurring Fair Value Measurements The carrying value of the Company's financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. |
Net Loss per Share | Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three months ended March 31, 2020 or 2019, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of March 31, 2020 and December 31, 2019, potentially dilutive securities were comprised of (i) 48,333,767 and 47,056,293 warrants outstanding, respectively, (ii) 3,209,250 and 3,269,250 stock options outstanding, respectively, (iii) 30,177,865 and 23,210,423 shares issuable upon conversion of convertible notes, respectively, and (iv) 318,750 and 332,500 unissued shares subject to future vesting requirements granted pursuant to the Company's Employee Incentive Plan. |
Common stock awards | Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. |
Warrants | Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. Effective January 1, 2020, the Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. In prior periods, the Company used the Black-Scholes pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 12, Shareholders' Deficit |
Business Segments | Business Segments The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice and the NCFM practice acquired in April 2019) and Digital Healthcare (develops and markets the "HealthLynked Network," an online personal medical information and record archive system). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company's financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging In February 2018, the Financial Accounting Standards Board ("FASB") issued ASC Update No 2018-02 (Topic 220) Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated other comprehensive income ("AOCI") resulting from the enactment of the Tax Cuts and Jobs Act ("TCJA"). The updated guidance is effective for interim and annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. In July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance with effective dates for annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact our financial statements and related disclosures. |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of consideration paid for HCFM | Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Contingent acquisition consideration subject to earn-out 299,672 Fair Value of Total Consideration $ 1,799,672 |
Schedule of estimated fair values of the assets acquired | Cash $ 35,000 Hyperbaric Chambers 452,289 Medical Equipment 29,940 Computer Equipment/Software 19,739 Office Furniture & Equipment 23,052 Inventory 72,114 Leasehold Improvements 25,000 Website 41,000 Patient Management Platform Database 1,101,538 Fair Value of Identifiable Assets Acquired $ 1,799,672 |
Schedule of pro forma consolidated income statement as if HCFM had been included in the consolidated results | Three Months Ended 2020 2019 Revenue $ 1,336,940 $ 1,187,170 Net loss $ (580,216 ) $ (1,035,152 ) |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | March 31, December 31, 2020 2019 Capital lease equipment $ 251,752 $ 251,752 Medical equipment 482,229 482,229 Telephone equipment 12,308 12,308 Furniture, transport and office equipment 516,815 516,815 Total property, plant and equipment 1,263,104 1,263,104 Less: accumulated depreciation (772,057 ) (749,316 ) Property, plant and equipment, net $ 491,047 $ 513,788 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | March 31, December 31, 2020 2019 Medical database $ 1,101,538 $ 1,230,000 Website 41,000 41,000 Goodwill --- 71,866 Total intangible assets 1,142,538 1,342,866 Less: accumulated amortization (7,953 ) (5,908 ) Intangible assets, net $ 1,134,585 $ 1,336,958 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of lease-related assets and liabilities | As of March 31, 2020 As of December 31, 2019 Operating Financing Total Operating Financing Total Leases Leases Leases Leases Leases Leases Lease assets $ 240,215 $ - $ 240,215 $ 273,196 $ 4,482 $ 277,678 Lease liabilities Lease liabilities (short term) $ 145,869 $ - $ 145,869 $ 197,041 $ 4,482 $ 201,523 Lease liabilities (long term) 103,225 - 103,225 80,510 - 80,510 Total lease liabilities $ 249,094 $ - $ 249,094 $ 277,551 $ 4,482 $ 282,033 |
Schedule of maturities of operating and capital lease liabilities | Operating Capital Total Leases Leases Commitments 2020 $ 164,809 $ --- $ 164,809 2021 98,531 --- 98,531 2022 52,662 --- 52,662 2023 6,099 --- 6,099 Total lease payments 322,101 --- 322,101 Less interest (73,007 ) --- (73,007 ) Present value of lease liabilities $ 249,094 $ --- $ 249,094 |
Notes Payable and Other Amoun_2
Notes Payable and Other Amounts Due to Related Party (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Payable and Other Amounts Due to Related Party [Abstract] | |
Schedule of amounts due to related parties | March 31, December 31, 2020 2019 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent 208,963 192,857 Total due to related party 509,563 493,457 Notes payable to related party: Notes payable to Dr. Michael Dent and family (all current) $ 817,037 $ 743,955 |
Schedule of notes payable | Interest March 31, December 31, Inception Date Maturity Date Rate 2020 2019 January 12, 2017 December 31, 2020 10 % $ 37,624 * $ 38,378 * January 18, 2017 December 31, 2020 10 % 21,474 * 21,904 * January 24, 2017 December 31, 2020 10 % 53,623 * 54,696 * February 9, 2017 December 31, 2020 10 % 32,073 * 32,715 * April 20, 2017 December 31, 2020 10 % 10,543 * 10,754 * June 15, 2017 December 31, 2020 10 % 33,881 * 34,560 * August 17, 2017 December 31, 2020 10 % 20,585 * 20,997 * August 24, 2017 December 31, 2020 10 % 38,541 * 39,312 * September 7, 2017 December 31, 2020 10 % 35,868 * 36,586 * September 21, 2017 December 31, 2020 10 % 27,079 * 27,621 * September 29, 2017 December 31, 2020 10 % 12,242 * 12,487 * December 21, 2017 December 31, 2020 10 % 14,037 * 14,318 * January 8, 2018 December 31, 2020 10 % 74,915 * 76,415 * January 11, 2018 December 31, 2020 10 % 8,984 * 9,164 * January 26, 2018 December 31, 2020 10 % 17,364 * 17,712 * January 3, 2014 December 31, 2020 10 % 290,519 * 296,336 * January 7, 2020 July 3, 2020 10 % 87,685 --- $ 817,037 $ 743,955 * Denotes that note payable is reflected at fair value |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Short-term Debt [Line Items] | |
Schedule of convertible notes payable | March 31, December 31, 2020 2019 $550k Note - July 2016 $ 537,253 * $ 548,010 $50k Note - July 2016 55,750 * 56,866 $111k Note - May 2017 98,811 * 118,606 $357.5k Note - April 2019 322,276 * 328,728 $154k Note - June 2019 --- 50,000 $136k Notes - July 2019 --- 135,850 $78k Note III - July 2019 --- 78,000 $230k Note - July 2019 --- 230,000 $108.9k Note - August 2019 33,947 108,947 $142.5k Note - October 2019 142,500 142,500 $103k Note V - October 2019 103,000 103,000 $108.9k Note II - October 2019 108,947 108,947 $128.5k Note - October 2019 128,500 128,500 $103k Note VI - November 2019 103,000 103,000 $78.8k Note II - December 2019 78,750 78,750 $131.3k Note - January 2020 131,250 --- $78k Note IV - January 2020 78,000 --- $157.5k Note - March 2020 157,500 --- 2,079,484 2,319,704 Less: unamortized discount (427,567 ) (777,668 ) Convertible notes payable, net of original issue discount and debt discount $ 1,651,917 $ 1,542,036 * - Denotes that convertible note payable is carried at fair value |
Schedule of Interest expense and amortization expense | Interest Expense Amortization of Debt Discount Three Months Ended March 31, Three Months Ended March 31, 2020 2019 2020 2019 $550k Note - July 2016 $ 8,225 $ 8,136 $ --- $ --- $50k Note - July 2016 1,247 1,233 --- --- $111k Note - May 2017 4,694 4,078 --- --- $171.5k Note - October 2017 --- 1,785 --- --- $103k Note I - October 2018 --- 2,540 --- 32,526 $103k Note II - November 2018 --- 2,540 --- 31,856 $153k Note - November 2018 --- 3,773 --- 50,440 $103k Note III - December 2018 --- 2,540 --- 25,397 $78k Note I - January 2019 --- 1,624 --- 21,714 $78k Note II - January 2019 --- 1,410 --- 17,451 $357.5k Note - April 2019 829 --- --- --- $154k Note - June 2019 46 --- 1,093 --- $67.9k Note - July 2019 707 --- 7,252 --- $67.9k Note II - July 2019 177 --- 2,813 --- $78k Note III - July 2019 492 --- 6,208 --- $230k Note - July 2019 3,041 --- 58,526 --- $108.9k Note - August 2019 2,545 --- 20,960 --- $142.5k Note - October 2019 5,739 --- 35,430 --- $103k Note V - October 2019 2,568 --- 28,213 --- $108.9k Note II - October 2019 2,716 --- 21,730 --- $128.5k Note - October 2019 3,204 --- 31,949 --- $103k Note VI - November 2019 2,568 --- 28,720 --- $78.8k Note II - December 2019 1,963 --- 15,917 --- $131.3k Note - January 2020 2,805 --- 6,945 --- $78k Note IV - January 2020 1,603 --- 6,030 --- $157.5k Note - March 2020 906 --- 2,365 --- $ 46,075 $ 29,659 $ 274,151 $ 179,384 |
Schedule of unamortized debt discount on outstanding convertible notes payable | Unamortized Discount as of March 31, December 31, 2020 2019 $154k Note - June 2019 $ --- $ 21,175 $67.9k Note - July 2019 --- 20,497 $67.9k Note II - July 2019 --- 20,497 $78k Note III - July 2019 --- 32,657 $230k Note - July 2019 --- 125,684 $108.9k Note - August 2019 11,460 59,392 $142.5k Note - October 2019 71,639 107,070 $103k Note V - October 2019 42,474 70,686 $108.9k Note II - October 2019 50,862 72,592 $128.5k Note - October 2019 74,783 106,732 $103k Note VI - November 2019 53,021 81,740 $78.8k Note II - December 2019 43,028 58,946 $131.3k Note - January 2020 25,643 --- $78k Note IV - January 2020 15,920 --- $157.5k Note - March 2020 38,737 --- $ 427,567 $ 777,668 |
Schedule of allocation of proceeds at inception | Change in Fair Value of Debt Fair Value of Debt as of Three Months Ended March 31, March 31, December 31, 2020 2019 2020 2019 $550k Note - July 2016 $ (10,757 ) $ 16,838 $ 537,253 $ 548,010 $50k Note - July 2016 (1,116 ) 1,707 55,750 56,866 $111k Note - May 2017 (3,036 ) 3,544 98,811 118,606 $171.5k Note - October 2017 --- 1,781 --- --- $357.5k Note - April 2019 (6,453 ) --- 322,275 328,727 $ (21,362 ) $ 23,870 $ 1,014,089 $ 1,052,209 |
Convertible Note Payable ($131,250) - January 2020 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 23,838 Original issue discount and fees 8,750 Convertible note 98,662 Gross proceeds $ 131,250 |
Convertible Note Payable ($78,000) - January 2020 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 18,950 Original issue discount and fees 3,000 Convertible note 56,050 Gross proceeds $ 78,000 |
Convertible Note Payable ($157,500) - March 2020 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 30,102 Original issue discount and fees 11,000 Convertible note 116,398 Gross proceeds $ 157,500 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative financial instruments | Three Months Ended 2020 2019 Balance, beginning of period $ 991,288 $ 800,440 Inception of derivative financial instruments 72,890 179,230 Change in fair value of derivative financial instruments (740,355 ) (191,633 ) Conversion or extinguishment of derivative financial instruments (103,885 ) (207,182 ) Balance, end of period $ 219,938 $ 580,855 |
Schedule of fair market value of the derivative financial instruments measured using assumptions | Three Months Ended March 31, 2020 2019 Pricing model utilized Binomial Lattice Black/Scholes Risk free rate range 0.05% to 1.61% 2.40% to 2.73% Expected life range (in years) 0.14 to 1.00 0.33 to 1.00 Volatility range 117.48% to 125.32% 202.73% to 293.97% Dividend yield 0.00% 0.00% |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of stock warrants | 2020 2019 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 47,056,293 $ 0.21 46,161,463 $ 0.18 Granted during the period 1,277,474 $ 0.23 996,667 $ 0.42 Exercised during the period --- $ --- (2,099,256 ) $ (0.00 ) Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 48,333,767 $ 0.21 45,058,874 $ 0.19 Exercisable at end of the period 48,333,767 $ 0.21 45,058,874 $ 0.19 Weighted average remaining life 3.8 years 3.5 years |
Schedule of stock warrants outstanding | 2020 2019 Outstanding at beginning of the period 1,874,063 1,738,750 Granted during the period 207,500 61,563 Terminated during the period (62,500 ) --- Outstanding at end of the period 2,019,063 1,800,313 Shares vested at period-end 1,700,313 1,336,563 Weighted average grant date fair value of shares granted during the period $ 0.10 $ 0.26 Aggregate grant date fair value of shares granted during the period $ 17,000 $ 12,805 Shares available for grant pursuant to EIP at period-end 10,275,368 10,154,118 |
Schedule of stock options outstanding | 2020 2019 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 3,269,250 $ 0.21 3,707,996 $ 0.18 Granted during the period 20,000 $ 0.11 591,250 $ 0.26 Exercised during the period --- $ --- (154,166 ) $ 0.20 Forfeited during the period (80,000 ) $ 0.26 (595,830 ) $ 0.20 Outstanding at end of the period 3,209,250 $ 0.20 3,549,250 $ 0.19 Options exercisable at period-end 1,926,125 1,261,000 Weighted average remaining life (in years) 7.4 8.2 Weighted average grant date fair value of options granted during the period $ --- $ 0.21 Options available for grant at period-end 10,275,368 10,154,118 |
Schedule of fair value of the warrant | Three Months Ended March 31, 2020 2019 Pricing model utilized Binomial Lattice Black/Scholes Risk free rate range 1.38% to 1.59% 2.44% to 2.52% Expected life range (in years) 5.00 years 3.00 to 5.00 Volatility range 119.69% to 124.02% 212.96% to 216.35% Dividend yield 0.00% 0.00% |
Schedule of common stock issuable | March 31, 2020 December 31, 2019 Amount Shares Amount Shares Shares issuable pursuant to consulting agreements $ 123,589 740,439 $ 93,377 493,142 Shares issuable to employees and directors 30,000 266,264 7,161 75,000 Shares issuable pursuant to stock subscriptions received --- --- 59,000 479,762 Shares issuable pursuant to convertible note conversion notices 51,652 645,644 --- --- $ 205,241 1,652,347 $ 159,538 1,047,904 |
Warrant [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of stock options outstanding | Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.0001 to 0.09 15,287,011 4.7 $ 0.07 15,287,011 $ 0.07 $ 0.10 to 0.24 19,012,796 3.3 $ 0.18 19,012,796 $ 0.18 $ 0.25 to 0.49 10,093,960 4.2 $ 0.29 10,093,960 $ 0.29 $ 0.50 to 1.00 3,940,000 1.9 $ 0.28 3,940,000 $ 0.28 $ 0.05 to 1.00 48,333,767 3.8 $ 0.18 48,333,767 $ 0.18 |
Employee Stock Option [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of stock warrants outstanding | Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ --- to 0.10 1,283,000 5.7 $ 0.08 1,270,500 0.08 $ 0.11 to 0.31 1,926,250 8.6 $ 0.28 655,625 0.29 $ 0.08 to 0.31 3,209,250 7.4 $ 0.20 1,926,125 $ 0.15 |
Schedule of non-vested shares issued | 2020 2019 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 1,636,250 $ 0.22 2,332,413 $ 0.13 Granted 20,000 $ 0.08 591,250 $ 0.21 Vested (293,125 ) $ 0.20 (39,583 ) $ 0.03 Forfeited (80,000 ) $ 0.21 (595,830 ) $ 0.02 Nonvested at end of period 1,283,125 $ 0.22 2,288,250 $ 0.18 |
Employee Equity Incentive Plan [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of shares issued and outstanding under the EIP outstanding | 2020 2019 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 332,500 $ 0.17 540,000 $ 0.16 Granted 207,500 $ 0.10 --- $ --- Vested (158,750 ) $ 0.08 (76,250 ) $ 0.04 Forfeited (62,500 ) $ 0.07 --- $ --- Nonvested at end of period 318,750 $ 0.19 463,750 $ 0.18 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of maturities operating lease liabilities | Operating Capital Total Leases Leases Commitments 2020 $ 164,809 $ --- $ 164,809 2021 98,531 --- 98,531 2022 52,662 --- 52,662 2023 6,099 --- 6,099 Total lease payments 322,101 --- 322,101 Less interest (73,007 ) --- (73,007 ) Present value of lease liabilities $ 249,094 $ --- $ 249,094 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Health Services Digital Healthcare Total Health Services Digital Healthcare Total Revenue Patient service revenue, net $ 1,336,940 $ --- $ 1,336,940 $ 464,990 $ --- $ 464,990 Operating Expenses Practice salaries and benefits 765,121 --- 765,121 350,240 --- 350,240 Other practice operating costs 563,691 --- 563,691 244,539 --- 244,539 General and administrative --- 510,976 510,976 --- 691,802 691,802 Depreciation and amortization 24,191 595 24,786 1,060 595 1,655 Total Operating Expenses 1,353,003 511,571 1,864,574 595,839 692,397 1,288,236 Loss from operations $ (16,063 ) $ (511,571 ) $ (527,634 ) $ (130,849 ) $ (692,397 ) $ (823,246 ) Other Segment Information Interest expense $ 5,536 $ 56,645 $ 62,181 $ 5,828 $ 40,494 $ 46,322 Loss on extinguishment of debt $ --- $ 467,937 $ 467,937 $ --- $ 139,798 $ 139,798 Financing cost $ --- $ --- $ --- $ --- $ 33,903 $ 33,903 Amortization of original issue and debt discounts on convertible notes $ --- $ 292,163 $ 292,163 $ --- $ 179,384 $ 179,384 Change in fair value of debt $ --- $ (35,965 ) $ (35,965 ) $ --- $ 29,697 $ 29,697 Change in fair value of derivative financial instruments and contingent acquisition consideration $ --- $ (733,734 ) $ (733,734 ) $ --- $ (191,633 ) $ (191,633 ) March 31, 2020 December 31, 2019 Identifiable assets $ 2,175,990 $ 136,499 $ 2,312,489 $ 2,428,752 $ 117,802 $ 2,546,554 Goodwill $ --- $ --- $ --- $ 71,866 $ --- $ 71,866 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements | As of March 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ - $ - $ 1,014,090 $ 1,014,090 Notes payable to related party - - 729,352 729,352 Derivative financial instruments - - 219,938 219,938 Total $ - $ - $ 1,963,380 $ 1,963,380 As of December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ - $ - $ 1,052,209 $ 1,052,209 Notes payable to related party - - 743,955 743,955 Derivative financial instruments - - 991,288 991,288 Total $ - $ - $ 2,787,452 $ 2,787,452 |
Schedule of level 3 financial instruments measured at fair value on recurring basis | Three Months Ended March 31, 2020 2019 Convertible notes payable $ 21,362 $ (23,869 ) Notes payable to related party 14,603 (5,828 ) Derivative financial instruments 740,355 191,633 Contingent acquisition consideration (6,621 ) - Total $ 769,699 $ 161,936 |
Business and Business Present_2
Business and Business Presentation (Details) - shares | Feb. 05, 2018 | Sep. 02, 2014 |
Business and Business Presentation (Textual) | ||
Total authorized shares | 250,000,000 | |
Common shares | 230,000,000 | |
Preferred shares | 20,000,000 | |
Increase authorized shares of common stock | 500,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies (Textual) | ||
Percentage of customers accounts receivable billings | 48.00% | |
Accounts receivable gross | $ 156,458 | $ 174,531 |
Accounts receivable net | $ 74,161 | 83,251 |
Concentration risk, percentage | 10.00% | |
Allowance of doubtful accounts | $ 13,972 | $ 13,972 |
Minimum [Member] | ||
Significant Accounting Policies (Textual) | ||
Estimated useful lives | 5 years | |
Maximum [Member] | ||
Significant Accounting Policies (Textual) | ||
Estimated useful lives | 7 years | |
Convertible Notes [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 30,177,865 | 23,210,423 |
Stock Options [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 3,209,250 | 3,269,250 |
Warrant [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 48,333,767 | 47,056,293 |
Unissued [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 318,750 | 332,500 |
Going Concern Matters and Liq_2
Going Concern Matters and Liquidity (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Going Concern Matters and Liquidity (Textual) | |||
Working capital deficit | $ 3,749,487 | ||
Accumulated deficit | (16,609,870) | $ (16,029,654) | |
Net loss | (580,216) | $ (1,060,717) | |
Net cash used by operating activities | (384,187) | (600,393) | |
Net cash used in investing activities | (4,302) | ||
Net cash provided by financing activities | 478,012 | 983,226 | |
Proceeds from sale of common stock | 437,433 | 833,226 | |
Net proceeds from issuance of convertible notes | 344,000 | ||
Proceeds from issuance related party loan | $ 149,000 |
Acquisition (Details)
Acquisition (Details) | Apr. 12, 2019USD ($) |
Business Combinations [Abstract] | |
Cash | $ 500,000 |
Common Stock (3,968,254 shares) | 1,000,000 |
Contingent acquisition consideration subject to earn-out | 299,672 |
Fair Value of Total Consideration | $ 1,799,672 |
Acquisition (Details 1)
Acquisition (Details 1) | Apr. 12, 2019USD ($) |
Business Combinations [Abstract] | |
Cash | $ 35,000 |
Hyperbaric Chambers | 452,289 |
Medical Equipment | 29,940 |
Computer Equipment/Software | 19,739 |
Office Furniture & Equipment | 23,052 |
Inventory | 72,114 |
Leasehold Improvements | 25,000 |
Website | 41,000 |
Patient Management Platform Database | 1,101,538 |
Fair Value of Identifiable Assets Acquired | $ 1,799,672 |
Acquisition (Details 2)
Acquisition (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Combinations [Abstract] | ||
Revenue | $ 1,336,940 | $ 1,187,170 |
Net loss | $ (580,216) | $ (1,035,152) |
Acquisition (Details Textual)
Acquisition (Details Textual) - USD ($) | Apr. 12, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Acquisition (Textual) | |||
Cash | $ 500,000 | ||
Shares of common stock | 3,968,254 | ||
Description of acquisition | Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow. | ||
Fair value of website | $ 41,000 | ||
Fair value of patient management platform database | $ 1,101,538 | ||
Change fair value of contingent acquisition consideration | $ 6,621 | $ 0 | |
HCFM [Member] | |||
Acquisition (Textual) | |||
Acquired interest rate | 100.00% | ||
Shares of common stock | 3,968,254 | ||
Description of acquisition | The Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date. | ||
Agreed to earn-out provision, description | Agreed to an earn-out provision of $500,000 that may be earned based on the performance of HCFM in the years ended on the first, second and third anniversary dates of the acquisition closing. The total consideration fair value represents a transaction value of $1,799,672. | ||
HCFM [Member] | Common Stock [Member] | |||
Acquisition (Textual) | |||
Shares of common stock | 3,968,254 |
Deferred Offering Costs and P_2
Deferred Offering Costs and Prepaid Expenses (Details) - USD ($) | Dec. 06, 2018 | Jun. 07, 2017 | Mar. 22, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | May 15, 2017 |
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||
Fair of warrants | $ 14,743 | |||||
General and administrative | 510,976 | 691,802 | ||||
Warrants total | 153,625 | |||||
Warrants [Member] | ||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||
Fair of warrants | $ 35,462 | |||||
Warrants, term | 3 years | |||||
General and administrative | $ 0 | 25,611 | ||||
General and administrative expense | $ 12,802 | $ 12,802 | ||||
Advisor [Member] | ||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||
Issuance of shares | 50,000 | |||||
Per share price | $ 1 | |||||
Two Advisor [Member] | ||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||
Warrants, term | 3 years | |||||
Warrants to purchase of common stock | 240,000 | |||||
Warrants to purchase, per share | $ 0.20 | |||||
Amended Investment Agreement [Member] | Investor [Member] | ||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||
Issuance of shares | 100,000 | 2,000,000 | ||||
Per share price | $ 0.50 | $ 0.50 | ||||
Warrants exercise prices, description | The Company granted to the investor in the Investment Agreement warrants to purchase 4,000,000 shares at $0.25 per share, 2,000,000 shares at $0.50 per share and 1,000,000 shares at $1.00 per share. | |||||
Warrants to purchase of common stock | 200,000 | 4,000,000 | ||||
Warrants to purchase, per share | $ 0.25 | $ 0.25 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,263,104 | $ 1,263,104 |
Less: accumulated depreciation | (772,057) | (749,316) |
Property, plant and equipment, net | 491,047 | 513,788 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 482,229 | 482,229 |
Telephone equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 12,308 | 12,308 |
Furniture, transport and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 516,815 | 516,815 |
Capital lease equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 251,752 | $ 251,752 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant, and Equipment (Textual) | ||
Depreciation expense | $ 24,786 | $ 1,655 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total intangible assets | $ 1,142,538 | $ 1,342,866 |
Less: accumulated amortization | (7,953) | (5,908) |
Intangible assets, net | 1,134,585 | 1,336,958 |
Goodwill [Member] | ||
Total intangible assets | 71,866 | |
Medical database [Member] | ||
Total intangible assets | 1,101,538 | 1,230,000 |
Website [Member] | ||
Total intangible assets | $ 41,000 | $ 41,000 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 2,044 | $ 0 |
Estimated useful life | 5 years |
Leases (Details)
Leases (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Lease assets | $ 240,215 | $ 277,678 |
Lease liabilities | ||
Lease liabilities (short term) | 145,869 | 201,523 |
Lease liabilities (long term) | 103,225 | 80,510 |
Total lease liabilities | 249,094 | 282,033 |
Operating Leases [Member] | ||
Lease assets | 240,215 | 273,196 |
Lease liabilities | ||
Lease liabilities (short term) | 145,869 | 197,041 |
Lease liabilities (long term) | 103,225 | 80,510 |
Total lease liabilities | 249,094 | 277,551 |
Financing Leases [Member] | ||
Lease assets | 4,482 | |
Lease liabilities | ||
Lease liabilities (short term) | 4,482 | |
Lease liabilities (long term) | ||
Total lease liabilities | $ 4,482 |
Leases (Details 1)
Leases (Details 1) | Mar. 31, 2020USD ($) |
2020 | $ 164,809 |
2021 | 98,531 |
2022 | 52,662 |
2023 | 6,099 |
Total lease payments | 322,101 |
Less interest | (73,007) |
Present value of lease liabilities | 249,094 |
Operating Leases [Member] | |
2020 | 164,809 |
2021 | 98,531 |
2022 | 52,662 |
2023 | 6,099 |
Total lease payments | 322,101 |
Less interest | (73,007) |
Present value of lease liabilities | 249,094 |
Capital Leases [Member] | |
2020 | |
2021 | |
2022 | |
2023 | |
Total lease payments | |
Less interest | |
Present value of lease liabilities |
Leases (Details Textual)
Leases (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases (Textual) | ||
Operating leases, description | The Company has two operating leases for office space and equipment that expire in July 2020, an operating lease for office space that expires in May 2022, and an operating lease for office space that expires in March 2023. The Company's weighted-average remaining lease term relating to its operating leases is 1.7 years, with a weighted-average discount rate of 21.48%. | |
Finance leases, description | The Company is also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 that expired in March 2020. The Company's weighted-average remaining lease term relating to its financing lease is -0- years, with a weighted-average discount rate of 9.38%. | |
Incurred lease expense | $ 95,269 | $ 73,415 |
Related to operating leases | 90,682 | 68,828 |
Related to financing leases | $ 4,587 | $ 4,587 |
Notes Payable and Other Amoun_3
Notes Payable and Other Amounts Due to Related Party (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Due to related party: | ||
Total due to related party | $ 509,563 | $ 493,457 |
Notes payable to related party: | ||
Notes payable to Dr. Michael Dent, current portion | 817,037 | 743,955 |
Deferred compensation, Dr. Michael Dent [Member] | ||
Due to related party: | ||
Total due to related party | 300,000 | 300,600 |
Accrued interest payable to Dr. Michael Dent [Member] | ||
Due to related party: | ||
Total due to related party | $ 208,963 | $ 192,857 |
Notes Payable and Other Amoun_4
Notes Payable and Other Amounts Due to Related Party (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | ||
Related Party Transaction [Line Items] | ||||
Issuance of unsecured promissory notes, Amount | $ 817,037 | $ 743,955 | ||
Michael Dent [Member] | Notes payable to related party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 12, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 37,624 | 38,378 | |
Michael Dent [Member] | Notes Payable Other Payables One [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 18, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 21,474 | 21,904 | |
Michael Dent [Member] | Notes Payable Other Payables Two [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 24, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 53,623 | 54,696 | |
Michael Dent [Member] | Notes Payable Other Payables Three [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Feb. 9, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 32,073 | 32,715 | |
Michael Dent [Member] | Notes Payable Other Payables Four [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Apr. 20, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 10,543 | 10,754 | |
Michael Dent [Member] | Notes Payable Other Payables Five [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jun. 15, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 33,881 | 34,560 | |
Michael Dent [Member] | Notes Payable Other Payables Six [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Aug. 17, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 20,585 | 20,997 | |
Michael Dent [Member] | Notes Payable Other Payables Seven [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Aug. 24, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 38,541 | 39,312 | |
Michael Dent [Member] | Notes Payable Other Payables Eight [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Sep. 7, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 35,868 | 36,586 | |
Michael Dent [Member] | Notes Payable Other Payables Nine [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Sep. 21, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 27,079 | 27,621 | |
Michael Dent [Member] | Notes Payable Other Payables Ten [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Sep. 29, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 12,242 | 12,487 | |
Michael Dent [Member] | Notes Payable Other Payables Eleven [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Dec. 21, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 14,037 | 14,318 | |
Michael Dent [Member] | Notes Payable Other Payables Twelve [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 8, 2018 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 74,915 | 76,415 | |
Michael Dent [Member] | Notes Payable Other Payables Thirteen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 11, 2018 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 8,984 | 9,164 | |
Michael Dent [Member] | Notes Payable Other Payables Fourteen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 26, 2018 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 17,364 | 17,712 | |
Michael Dent [Member] | Notes Payable Other Payables Fifteen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 3, 2014 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | [1] | $ 290,519 | 296,336 | |
Michael Dent [Member] | Notes Payable Other Payables Sixteen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 7, 2020 | |||
Maturity Date | Jul. 3, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 87,685 | |||
[1] | Denotes that note payable is reflected at fair value |
Notes Payable and Other Amoun_5
Notes Payable and Other Amounts Due to Related Party (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Notes Payable and Other Amounts Due to Related Party (Textual) | |||
Change in fair value of debt | $ 729,352 | $ 729,352 | |
Dr Dent [Member] | |||
Notes Payable and Other Amounts Due to Related Party (Textual) | |||
Interest accrued | 208,963 | $ 192,888 | |
Interest expense | 34,117 | 16,237 | |
Change in fair value of debt | (21,362) | $ (14,603) | |
Note payable carrying value | $ 87,685 | $ 0 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Total | $ 2,079,484 | ||
Less: unamortized discount | (427,567) | ||
Convertible notes payable, net of original issue discount and debt discount | 1,651,917 | ||
$550k Note - July 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 537,253 | [1] | $ 548,010 |
$50k Note - July 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 55,750 | [1] | 56,866 |
$111k Note - May 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 98,811 | [1] | 118,606 |
$357.5k Note - April 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 322,276 | [1] | 328,728 |
$154k Note - June 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 50,000 | ||
$136k Notes - July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 135,850 | ||
$78k Note III - July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 78,000 | ||
$230k Note - July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 230,000 | ||
$108.9k Note - August 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 33,947 | 108,947 | |
$142.5k Note - October 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 142,500 | 142,500 | |
$103k Note V - October 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 103,000 | 103,000 | |
$108.9k Note II - October 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 108,947 | 108,947 | |
$128.5k Note - October 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 128,500 | 128,500 | |
$103k Note VI - November 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 103,000 | 103,000 | |
$78.8k Note II - December 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 78,750 | 78,750 | |
$131.3k Note - January 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 131,250 | ||
$78k Note IV - January 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 78,000 | ||
$157.5k Note - March 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Total | $ 157,500 | ||
[1] | Denotes that convertible note payable is carried at fair value |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Interest Expense | $ 46,075 | $ 29,659 |
Amortization of Debt Discount | 274,151 | 179,384 |
$550k Note - July 2016 [Member] | ||
Interest Expense | 8,225 | 8,136 |
Amortization of Debt Discount | ||
$50k Note - July 2016 [Member] | ||
Interest Expense | 1,247 | 1,233 |
Amortization of Debt Discount | ||
$111k Note - May 2017 [Member] | ||
Interest Expense | 4,694 | 4,078 |
Amortization of Debt Discount | ||
$171.5k Note - October 2017 [Member] | ||
Interest Expense | 1,785 | |
Amortization of Debt Discount | ||
$103k Note I - October 2018 [Member] | ||
Interest Expense | 2,540 | |
Amortization of Debt Discount | 32,526 | |
$103k Note II - November 2018 Member] | ||
Interest Expense | 2,540 | |
Amortization of Debt Discount | 31,856 | |
$153k Note - November 2018 [Member] | ||
Interest Expense | 3,773 | |
Amortization of Debt Discount | 50,440 | |
$103k Note III - December 2018 [Member] | ||
Interest Expense | 2,540 | |
Amortization of Debt Discount | 25,397 | |
$78k Note I - January 2019 [Member] | ||
Interest Expense | 1,624 | |
Amortization of Debt Discount | 21,714 | |
$78k Note II - January 2019 [Member] | ||
Interest Expense | 1,410 | |
Amortization of Debt Discount | 17,451 | |
$357.5k Note - April 2019 [Member] | ||
Interest Expense | 829 | |
Amortization of Debt Discount | ||
$154k Note - June 2019 [Member] | ||
Interest Expense | 46 | |
Amortization of Debt Discount | 1,093 | |
$67.9k Note - July 2019 [Member] | ||
Interest Expense | 707 | |
Amortization of Debt Discount | 7,252 | |
$67.9k Note II - July 2019 [Member] | ||
Interest Expense | 177 | |
Amortization of Debt Discount | 2,813 | |
$78k Note III - July 2019 [Member] | ||
Interest Expense | 492 | |
Amortization of Debt Discount | 6,208 | |
$230k Note - July 2019 [Member] | ||
Interest Expense | 3,041 | |
Amortization of Debt Discount | 58,526 | |
$108.9k Note - August 2019 [Member] | ||
Interest Expense | 2,545 | |
Amortization of Debt Discount | 20,960 | |
$142.5k Note - October 2019 [Member] | ||
Interest Expense | 5,739 | |
Amortization of Debt Discount | 35,430 | |
$103k Note V - October 2019 [Member] | ||
Interest Expense | 2,568 | |
Amortization of Debt Discount | 28,213 | |
$108.9k Note II - October 2019 [Member] | ||
Interest Expense | 2,716 | |
Amortization of Debt Discount | 21,730 | |
$128.5k Note - October 2019 [Member] | ||
Interest Expense | 3,204 | |
Amortization of Debt Discount | 31,949 | |
$103k Note VI - November 2019 [Member] | ||
Interest Expense | 2,568 | |
Amortization of Debt Discount | 28,720 | |
$78.8k Note II - December 2019 [Member] | ||
Interest Expense | 1,963 | |
Amortization of Debt Discount | 15,917 | |
$131.3k Note - January 2020 [Member] | ||
Interest Expense | 2,805 | |
Amortization of Debt Discount | 6,945 | |
$78k Note IV - January 2020 [Member] | ||
Interest Expense | 1,603 | |
Amortization of Debt Discount | 6,030 | |
$157.5k Note - March 2020 [Member] | ||
Interest Expense | 906 | |
Amortization of Debt Discount | $ 2,365 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details 2) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Unamortized Discount | $ 427,567 | $ 777,668 |
$154k Note - June 2019 [Member] | ||
Unamortized Discount | 21,175 | |
$67.9k Note - July 2019 [Member] | ||
Unamortized Discount | 20,497 | |
$67.9k Note II - July 2019 [Member] | ||
Unamortized Discount | 20,497 | |
$78k Note III - July 2019 [Member] | ||
Unamortized Discount | 32,657 | |
$230k Note - July 2019 [Member] | ||
Unamortized Discount | 125,684 | |
$108.9k Note - August 2019 [Member] | ||
Unamortized Discount | 11,460 | 59,392 |
$142.5k Note - October 2019 [Member] | ||
Unamortized Discount | 71,639 | 107,070 |
$103k Note V - October 2019 [Member] | ||
Unamortized Discount | 42,474 | 70,686 |
$108.9k Note II - October 2019 [Member] | ||
Unamortized Discount | 50,862 | 72,592 |
$128.5k Note - October 2019 [Member] | ||
Unamortized Discount | 74,783 | 106,732 |
$103k Note VI - November 2019 [Member] | ||
Unamortized Discount | 53,021 | 81,740 |
$78.8k Note II - December 2019 [Member] | ||
Unamortized Discount | 43,028 | 58,946 |
$131.3k Note - January 2020 [Member] | ||
Unamortized Discount | 25,643 | |
$78k Note IV - January 2020 [Member] | ||
Unamortized Discount | 15,920 | |
$157.5k Note - March 2020 [Member] | ||
Unamortized Discount | $ 38,737 |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Change in Fair Value of Debt | $ (21,362) | $ 23,870 |
Fair Value of Debt | 1,014,089 | 1,052,209 |
$550k Note - July 2016 [Member] | ||
Change in Fair Value of Debt | (10,757) | 16,838 |
Fair Value of Debt | 537,253 | 548,010 |
$50k Note - July 2016 [Member] | ||
Change in Fair Value of Debt | (1,116) | 1,707 |
Fair Value of Debt | 55,750 | 56,866 |
$111k Note [Member] | ||
Change in Fair Value of Debt | (3,036) | 3,544 |
Fair Value of Debt | 98,811 | 118,606 |
$171.5k Note - October 2017 [Member] | ||
Change in Fair Value of Debt | 1,781 | |
Fair Value of Debt | ||
$357.5k Note - April 2019 [Member] | ||
Change in Fair Value of Debt | (6,453) | |
Fair Value of Debt | $ 322,275 | $ 328,727 |
Convertible Notes Payable (De_5
Convertible Notes Payable (Details 4) - USD ($) | Mar. 10, 2020 | Jan. 16, 2020 | Jan. 13, 2020 |
Convertible Note Payable ($131,250) - January 2020 [Member] | |||
Embedded conversion feature | $ 23,838 | ||
Original issue discount and fees | 8,750 | ||
Convertible note | 98,662 | ||
Gross proceeds | $ 131,250 | ||
Convertible Note Payable ($78,000) - January 2020 [Member] | |||
Embedded conversion feature | $ 18,950 | ||
Original issue discount and fees | 3,000 | ||
Convertible note | 56,050 | ||
Gross proceeds | $ 78,000 | ||
Convertible Note Payable ($157,500) - March 2020 [Member] | |||
Embedded conversion feature | $ 30,102 | ||
Original issue discount and fees | 11,000 | ||
Convertible note | 116,398 | ||
Gross proceeds | $ 157,500 |
Convertible Notes Payable (De_6
Convertible Notes Payable (Details Textual) - USD ($) | Feb. 06, 2020 | May 22, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Jul. 18, 2019 | Jul. 16, 2019 | Jul. 11, 2019 | Jun. 03, 2019 | Jan. 24, 2019 | Jan. 14, 2019 |
Convertible Notes Payable (Textual) | ||||||||||
Convertible secured promissory note face value | $ 2,079,484 | |||||||||
Loss on extinguishment of debt | (467,937) | $ (139,798) | ||||||||
Convertible note | 1,651,917 | |||||||||
Convertible Note Payable ($111,000) - May 2017 [Member] | ||||||||||
Convertible Notes Payable (Textual) | ||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | |||||||||
Convertible secured promissory note face value | $ 30,000 | $ 111,000 | ||||||||
Convertible secured promissory note maturity date | Dec. 31, 2020 | |||||||||
Note convertible into common shares | 448,029 | 740,000 | ||||||||
Common stock fixed price per share | $ 0.15 | |||||||||
Net proceeds convertible debt | $ 100,000 | |||||||||
Original issue convertible debt discount | $ 11,000 | |||||||||
Warrant term | 5 years | |||||||||
Warrant to purchase of common stock, shares | 133,333 | |||||||||
Warrant to purchase of common stock exercise price | $ 0.75 | |||||||||
Loss on extinguishment of debt | $ 25,394 | |||||||||
Convertible Note Payable ($154,000) - June 2019 [Member] | ||||||||||
Convertible Notes Payable (Textual) | ||||||||||
Loss on extinguishment of debt | 125,865 | |||||||||
Convertible note | $ 154,000 | |||||||||
Principal balance | 50,000 | |||||||||
Accrued interest | $ 8,572 | |||||||||
Common stock shares | 968,390 | |||||||||
$78k Note [Member] | ||||||||||
Convertible Notes Payable (Textual) | ||||||||||
Sale of convertible note | $ 78,000 | |||||||||
Accrued interest, for a one-time cash payment | $ 102,321 | |||||||||
$78k Note II [Member] | ||||||||||
Convertible Notes Payable (Textual) | ||||||||||
Sale of convertible note | $ 78,000 | |||||||||
Accrued interest, for a one-time cash payment | $ 102,255 | |||||||||
$67.9k Note I [Member] | ||||||||||
Convertible Notes Payable (Textual) | ||||||||||
Loss on extinguishment of debt | $ 55,117 | |||||||||
Convertible note | $ 67,925 | |||||||||
Principal balance | 67,925 | |||||||||
Accrued interest | $ 3,926 | |||||||||
Common stock shares | 885,847 | |||||||||
$67.9k Note II [Member] | ||||||||||
Convertible Notes Payable (Textual) | ||||||||||
Loss on extinguishment of debt | $ 26,890 | |||||||||
Convertible note | $ 67,925 | |||||||||
Accrued interest | 89,152 | |||||||||
$78k Note III [Member] | ||||||||||
Convertible Notes Payable (Textual) | ||||||||||
Loss on extinguishment of debt | 31,432 | |||||||||
Convertible note | $ 78,000 | |||||||||
Accrued interest | $ 102,388 | |||||||||
$230k Note [Member] | ||||||||||
Convertible Notes Payable (Textual) | ||||||||||
Convertible note | $ 230,000 | |||||||||
Convertible note conversion features, description | The holder converted $80,000 of principal and $4,373 of accrued interest on the note into 1,236,668 shares of Company common stock and the Company repaid principal of $150,000 and accrued interest of $9,128 for cash payments totaling $181,554. The note was retired upon these conversions and repayments. In connection with the conversions and repayments, the Company recognized a loss on debt extinguishment of $112,498 in the three months ended March 31, 2020 equal to the excess of the cash payment amount and the fair value of the shares issued at conversion over the carrying value of the note, derivative embedded conversion feature and accrued interest. |
Convertible Notes Payable (De_7
Convertible Notes Payable (Details Textual 1) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 10, 2020 | Jan. 16, 2020 | Jan. 13, 2020 | Aug. 26, 2019 | |
Convertible Notes payable (Textual) | ||||||
Convertible note | $ 1,651,917 | |||||
Loss on extinguishment of debt | (467,937) | $ (139,798) | ||||
108.9k Note [Member] | ||||||
Convertible Notes payable (Textual) | ||||||
Convertible note | $ 108,947 | |||||
Loss on extinguishment of debt | 90,732 | |||||
Accrued interest | 6,335 | |||||
Principal balance | $ 75,000 | |||||
Common stock shares | 1,779,322 | |||||
131.3k Note [Member] | ||||||
Convertible Notes payable (Textual) | ||||||
Convertible note | $ 131,250 | |||||
Convertible note conversion features, description | Note has an interest rate of 10% and a default interest rate of 22% and matures on January 13, 2021. The $131.3k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||
Net proceeds of convertible debt | $ 122,500 | |||||
Note fees | 8,750 | |||||
Fair value of embedded conversion feature | $ 23,838 | |||||
$78k Note IV [Member] | ||||||
Convertible Notes payable (Textual) | ||||||
Convertible note | $ 78,000 | |||||
Convertible note conversion features, description | The $78k Note IV has an interest rate of 10% and a default interest rate of 22% and matures on October 15, 2020. The $78k Note IV may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||
Net proceeds of convertible debt | $ 75,000 | |||||
Note fees | 3,000 | |||||
Fair value of embedded conversion feature | $ 18,950 | |||||
157.5k Note [Member] | ||||||
Convertible Notes payable (Textual) | ||||||
Convertible note | $ 157,500 | |||||
Convertible note conversion features, description | The $157.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on March 10, 2021. The $157.5k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||
Net proceeds of convertible debt | $ 146,500 | |||||
Note fees | 11,000 | |||||
Fair value of embedded conversion feature | $ 30,102 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance, beginning of period | $ 991,288 | $ 800,440 |
Inception of derivative financial instruments | 72,800 | 179,230 |
Change in fair value of derivative financial instruments | (740,355) | (191,633) |
Conversion or extinguishment of derivative financial instruments | (103,885) | (207,182) |
Balance, end of period | $ 219,938 | $ 580,855 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details 1) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Pricing model utilized | Binomial Lattice | Black/Scholes |
Dividend yield | 0 | 0 |
Minimum [Member] | ||
Risk free rate range | 0.05% | 2.40% |
Expected life range (in years) | 1 month 20 days | 3 months 29 days |
Volatility | 117.48% | 202.73% |
Maximum [Member] | ||
Risk free rate range | 1.61% | 2.73% |
Expected life range (in years) | 1 year | 1 year |
Volatility | 125.32% | 293.97% |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock issuable, Amount | $ 205,241 | $ 159,538 |
Common stock issuable, Shares | 1,652,347 | 1,047,904 |
Shares issuable pursuant to consulting agreements [Member] | ||
Common stock issuable, Amount | $ 123,589 | $ 93,377 |
Common stock issuable, Shares | 740,439 | 493,142 |
Shares issuable to employees and directors [Member] | ||
Common stock issuable, Amount | $ 30,000 | $ 7,161 |
Common stock issuable, Shares | 266,264 | 75,000 |
Shares issuable pursuant to stock subscriptions received [Member] | ||
Common stock issuable, Amount | $ 59,000 | |
Common stock issuable, Shares | 479,762 | |
Shares issuable pursuant to convertible note conversion notices [Member] | ||
Common stock issuable, Amount | $ 51,652 | |
Common stock issuable, Shares | 645,644 |
Shareholders' Deficit (Details
Shareholders' Deficit (Details 1) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of the period | 47,056,293 | 46,161,463 |
Granted during the period | 1,277,474 | 996,667 |
Exercised during the period | (2,099,256) | |
Terminated during the period | ||
Outstanding at end of the period | 48,333,767 | 45,058,874 |
Exercisable at end of the period | 48,333,767 | 45,058,874 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.21 | $ 0.18 |
Weighted Average Exercise Price, Granted during the period | 0.23 | 0.42 |
Weighted Average Exercise Price, Exercised during the period | 0 | |
Weighted Average Exercise Price, Terminated during the period | ||
Weighted Average Exercise Price, Outstanding at end of the period | $ 0.21 | $ 0.19 |
Weighted average remaining life | 3 years 9 months 18 days | 3 years 6 months |
Shareholders' Deficit (Detail_2
Shareholders' Deficit (Details 2) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 9 months 18 days | 3 years 6 months |
Exercise Prices One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 15,287,011 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 4 years 8 months 12 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.07 | |
Warrants/Options Exercisable, Number Exercisable | 15,287,011 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.07 | |
Exercise Prices One [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.0001 | |
Exercise Prices One [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | $ 0.09 | |
Exercise Prices Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 19,012,796 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 3 months 19 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.18 | |
Warrants/Options Exercisable, Number Exercisable | 19,012,796 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.18 | |
Exercise Prices Two [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.10 | |
Exercise Prices Two [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | $ 0.24 | |
Exercise Prices Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 10,093,960 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 4 years 2 months 12 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.29 | |
Warrants/Options Exercisable, Number Exercisable | 10,093,960 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.29 | |
Exercise Prices Three [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.25 | |
Exercise Prices Three [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | $ 0.49 | |
Exercise Prices Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 3,940,000 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 1 year 10 months 25 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.28 | |
Warrants/Options Exercisable, Number Exercisable | 3,940,000 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.28 | |
Exercise Prices Four [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.50 | |
Exercise Prices Four [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | $ 1 | |
Exercise Prices Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 48,333,767 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 9 months 18 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.18 | |
Warrants/Options Exercisable, Number Exercisable | 48,333,767 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.18 | |
Exercise Prices Five [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.05 | |
Exercise Prices Five [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | $ 1 |
Shareholders' Deficit (Detail_3
Shareholders' Deficit (Details 3) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Pricing model utilized | Binomial Lattice | Black/Scholes |
Expected life range (in years) | 5 years | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk free rate range | 1.38% | 2.44% |
Expected life range (in years) | 3 years | |
Volatility range | 119.69% | 212.96% |
Maximum [Member] | ||
Risk free rate range | 1.59% | 2.52% |
Expected life range (in years) | 5 years | |
Volatility range | 124.02% | 216.35% |
Shareholders' Deficit (Detail_4
Shareholders' Deficit (Details 4) - Employee Equity Incentives Plans [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at beginning of the period | 1,874,063 | 1,738,750 |
Granted during the period | 207,500 | 61,563 |
Terminated during the period | (62,500) | |
Outstanding at end of the period | 2,019,063 | 1,800,313 |
Vested | 1,700,313 | 1,336,563 |
Weighted average grant date fair value of shares granted during the period | $ 0.10 | $ 0.26 |
Aggregate grant date fair value of shares granted during the period | 17,000 | 12,805 |
Shares available for grant pursuant to EIP at period-end | 10,275,368 | 10,154,118 |
Shareholders' Deficit (Detail_5
Shareholders' Deficit (Details 5) - EIP [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested at beginning of period | 332,500 | 540,000 |
Granted | 207,500 | |
Vested | (158,750) | (76,250) |
Forfeited | (62,500) | |
Nonvested at end of period | 318,750 | 463,750 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.17 | $ 0.16 |
Weighted Average Grant Date Fair Value, Granted | 0.10 | |
Weighted Average Grant Date Fair Value, Vested | 0.08 | 0.04 |
Weighted Average Grant Date Fair Value, Forfeited | 0.07 | |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.19 | $ 0.18 |
Shareholders' Deficit (Detail_6
Shareholders' Deficit (Details 6) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at beginning of the period | 3,269,250 | 3,707,996 |
Granted during the period | 20,000 | 591,250 |
Exercised during the period | (154,166) | |
Forfeited during the period | (80,000) | (595,830) |
Outstanding at end of the period | 3,209,250 | 3,549,250 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.21 | $ 0.18 |
Weighted Average Exercise Price, Granted during the period | 0.11 | 0.26 |
Weighted Average Exercise Price, Exercised during the period | 0.20 | |
Weighted Average Exercise Price, Forfeited during the period | 0.26 | 0.20 |
Weighted Average Exercise Price, Outstanding at end of the period | $ 0.20 | $ 0.19 |
Options exercisable at period-end | 1,926,125 | 1,261,000 |
Weighted average remaining life (in years) | 7 years 4 months 24 days | 8 years 2 months 12 days |
Weighted average grant date fair value of options granted during the period | $ 0.21 | |
Options available for grant at period-end | 10,275,368 | 10,154,118 |
Shareholders' Deficit (Detail_7
Shareholders' Deficit (Details 7) - Stock options [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
— to 0.10 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | shares | 1,283,000 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 5 years 8 months 12 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.08 |
Options Exercisable, Number Exercisable | shares | 1,270,500 |
Options Exercisable, Weighted Average Exercise Price | $ 0.08 |
— to 0.10 | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.10 |
0.11 to 0.31 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | shares | 1,926,250 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 8 years 7 months 6 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.28 |
Options Exercisable, Number Exercisable | shares | 655,625 |
Options Exercisable, Weighted Average Exercise Price | $ 0.29 |
0.11 to 0.31 [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | 0.31 |
0.11 to 0.31 [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.11 |
0.08 to 0.31 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | shares | 3,209,250 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 7 years 4 months 24 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.20 |
Options Exercisable, Number Exercisable | shares | 1,926,125 |
Options Exercisable, Weighted Average Exercise Price | $ 0.15 |
0.08 to 0.31 [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | 0.31 |
0.08 to 0.31 [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.08 |
Shareholders' Deficit (Detail_8
Shareholders' Deficit (Details 8) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested at beginning of period | 1,636,250 | 2,332,413 |
Granted | 20,000 | 591,250 |
Vested | (293,125) | (39,583) |
Forfeited | (80,000) | (595,830) |
Nonvested at end of period | 1,283,125 | 2,288,250 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.22 | $ 0.13 |
Weighted Average Grant Date Fair Value, Granted | 0.08 | 0.21 |
Weighted Average Grant Date Fair Value, Vested | 0.20 | 0.03 |
Weighted Average Grant Date Fair Value, Forfeited | 0.21 | 0.02 |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.22 | $ 0.18 |
Shareholders' Deficit (Detail_9
Shareholders' Deficit (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | May 15, 2017 | Jan. 01, 2016 | Sep. 02, 2014 | |
Shareholders' Deficit (Textual) | ||||||
Aggregate grant date fair value of warrants issued | $ 14,743 | |||||
Authorized shares of common stock | 500,000,000 | 500,000,000 | ||||
Preferred shares | 20,000,000 | |||||
Warrants exercised | 153,625 | |||||
Employee Stock Option [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Stock based compensation recognized for grants | $ 20,880 | $ 28,456 | ||||
Minimum [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Risk-free interest rate | 1.38% | 2.44% | ||||
Expected volatility rate | 119.69% | 212.96% | ||||
Maximum [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Risk-free interest rate | 1.59% | 2.52% | ||||
Expected volatility rate | 124.02% | 216.35% | ||||
Warrant [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Issued warrants | 1,277,474 | 996.667 | ||||
Aggregate grant date fair value of warrants issued | $ 100,547 | $ 294,707 | ||||
Two Separate Private Placement [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Proceeds from sale of stock | $ 340,000 | |||||
Sales of stock, shares | 1,133,334 | |||||
Sales of stock, per share | $ 0.30 | |||||
Two Separate Private Placement [Member] | Three-year warrants [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Warrants to purchase shares of common stock | 250,000 | |||||
Exercise price | $ 0.50 | |||||
Two Separate Private Placement [Member] | Warrant Five [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Warrants to purchase shares of common stock | 566,667 | |||||
Exercise price | $ 0.40 | |||||
Seven Separate Private Placement [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Proceeds from sale of stock | $ 315,000 | |||||
Sales of stock, shares | 2,412,087 | |||||
Seven Separate Private Placement [Member] | Minimum [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Sales of stock, shares | 142,857 | |||||
Sales of stock, per share | $ 0.13 | |||||
Seven Separate Private Placement [Member] | Maximum [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Sales of stock, shares | 2,269,230 | |||||
Sales of stock, per share | $ 0.14 | |||||
Seven Separate Private Placement [Member] | Warrant Five [Member] | Minimum [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Warrants to purchase shares of common stock | 71,429 | |||||
Exercise price | $ 0.23 | |||||
Seven Separate Private Placement [Member] | Warrant Five [Member] | Maximum [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Warrants to purchase shares of common stock | 1,134,616 | |||||
Exercise price | $ 0.24 | |||||
Employee Equity Incentives Plans [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Unrecognized stock compensation | $ 53,382 | |||||
Stock based compensation recognized for grants | $ 17,696 | $ 32,779 | ||||
Common Stock [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Sales of stock, shares | 479,762 | |||||
Common Stock, description | The funds were received and shares were issued in January and February 2020. | |||||
Stock subscription agreements | $ 59,000 | |||||
Common Stock [Member] | Investment Agreement [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Common shares, issued | 1,331,432 | 2,128,644 | ||||
Net proceeds | $ 122,433 | $ 493,226 | ||||
Common Stock [Member] | Employee Equity Incentives Plans [Member] | ||||||
Shareholders' Deficit (Textual) | ||||||
Common shares, issued | 15,503,680 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Mar. 31, 2020USD ($) |
2020 | $ 164,809 |
2021 | 98,531 |
2022 | 52,662 |
2023 | 6,099 |
Total lease payments | 322,101 |
Less interest | (73,007) |
Present value of lease liabilities | 249,094 |
Operating Leases [Member] | |
2020 | 164,809 |
2021 | 98,531 |
2022 | 52,662 |
2023 | 6,099 |
Total lease payments | 322,101 |
Less interest | (73,007) |
Present value of lease liabilities | 249,094 |
Capital Leases [Member] | |
2020 | |
2021 | |
2022 | |
2023 | |
Total lease payments | |
Less interest | |
Present value of lease liabilities |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Patient service revenue, net | $ 1,336,940 | $ 464,990 |
Operating Expenses | ||
Practice salaries and benefits | 765,121 | 350,240 |
Other practice operating costs | 563,691 | 244,539 |
General and administrative | 510,976 | 691,802 |
Depreciation and amortization | 24,786 | 1,655 |
Total Operating Expenses | 1,864,574 | 1,288,236 |
Loss from operations | (527,634) | (823,246) |
Other Segment Information | ||
Interest expense | 62,181 | 46,322 |
Loss on extinguishment of debt | (467,937) | (139,798) |
Financing cost | 33,903 | |
Amortization of original issue and debt discounts on convertible notes | 292,163 | 179,384 |
Change in fair value of debt | (35,965) | 29,697 |
Change in fair value of derivative financial instruments | (733,734) | (191,633) |
Identifiable assets | 2,312,489 | 2,546,554 |
Goodwill | 71,866 | |
Health Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Patient service revenue, net | 1,336,940 | 464,990 |
Operating Expenses | ||
Practice salaries and benefits | 765,121 | 350,240 |
Other practice operating costs | 563,691 | 244,539 |
General and administrative | ||
Depreciation and amortization | 24,191 | 1,060 |
Total Operating Expenses | 1,353,003 | 595,839 |
Loss from operations | (16,063) | (130,849) |
Other Segment Information | ||
Interest expense | 5,536 | 5,828 |
Loss on extinguishment of debt | ||
Financing cost | ||
Amortization of original issue and debt discounts on convertible notes | ||
Change in fair value of debt | ||
Change in fair value of derivative financial instruments | ||
Identifiable assets | 2,175,990 | 2,428,752 |
Goodwill | 71,866 | |
Digital Healthcare [Member] | ||
Segment Reporting Information [Line Items] | ||
Patient service revenue, net | ||
Operating Expenses | ||
Practice salaries and benefits | ||
Other practice operating costs | ||
General and administrative | 510,976 | 691,802 |
Depreciation and amortization | 595 | 595 |
Total Operating Expenses | 511,571 | 692,397 |
Loss from operations | (511,571) | (692,397) |
Other Segment Information | ||
Interest expense | 56,645 | 40,494 |
Loss on extinguishment of debt | 467,937 | 139,798 |
Financing cost | 33,903 | |
Amortization of original issue and debt discounts on convertible notes | 292,163 | 179,384 |
Change in fair value of debt | (35,965) | 29,697 |
Change in fair value of derivative financial instruments | (733,734) | (191,633) |
Identifiable assets | 136,499 | 117,802 |
Goodwill |
Segment Reporting (Details Text
Segment Reporting (Details Textual) | 3 Months Ended | |
Mar. 31, 2020USD ($)Consultants | Mar. 31, 2019USD ($) | |
Segment Reporting (Textual) | ||
Number of reportable segments | Consultants | 2 | |
Digital Healthcare [Member] | ||
Segment Reporting (Textual) | ||
Subscription revenue billed and paid | $ | $ 1,356 | $ 1,941 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total | $ 1,963,380 | $ 2,787,452 |
Derivative financial instruments [Member] | ||
Total | 219,938 | 991,288 |
Fair Value, Inputs, Level 1 [Member] | ||
Total | ||
Fair Value, Inputs, Level 1 [Member] | Derivative financial instruments [Member] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | Derivative financial instruments [Member] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Total | 1,963,380 | 2,787,452 |
Fair Value, Inputs, Level 3 [Member] | Derivative financial instruments [Member] | ||
Total | 219,938 | 991,288 |
Convertible notes payable [Member] | ||
Total | 1,014,090 | 1,052,209 |
Convertible notes payable [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total | ||
Convertible notes payable [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total | ||
Convertible notes payable [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total | 1,014,090 | 1,052,209 |
Notes payable to related party [Member] | ||
Total | 729,352 | 743,955 |
Notes payable to related party [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total | ||
Notes payable to related party [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total | ||
Notes payable to related party [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total | $ 729,352 | $ 743,955 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total | $ 769,699 | $ 161,936 |
Convertible Notes Payable [Member] | ||
Total | 21,362 | (23,869) |
Notes Payable to Related Party [Member] | ||
Total | 14,603 | (5,828) |
Derivative Financial Instruments [Member] | ||
Total | 740,355 | 740,355 |
Contingent acquisition consideration [Member] | ||
Total | $ (6,621) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | May 12, 2020 | May 08, 2020 | May 05, 2020 | Apr. 06, 2020 | Apr. 02, 2020 | Apr. 30, 2020 | May 04, 2020 | Apr. 03, 2020 |
Subsequent Events (Textual) | ||||||||
Common stock shares | 1,075,269 | |||||||
Subsequent events, description | The Company and its subsidiaries received an aggregate of $585,000 in loans under the Paycheck Protection Program (the "PPP"). The PPP loans, administered by the U.S. Small Business Administration and processed through Wells Fargo bank, were issued under the recently enacted Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. The loans bear interest at 1% per annum in mature in May 2022. | |||||||
Proceeds from the sales investor and received amount | $ 100,000 | |||||||
Warrant exercise price | $ 0.19 | |||||||
Warrant [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Common stock shares | 537,644 | |||||||
$108.9k Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Principal amount | $ 25,000 | $ 33,947 | ||||||
Accrued interest | $ 5,538 | $ 19 | ||||||
Common stock shares | 479,030 | 870,929 | ||||||
$157.5k Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Issue of convertible note, description | The Company issued a $157,500 convertible note (the "$157.5k Note"). The $157.5k Note included $10,500 fees and discounts for net proceeds of $147,000. The $157.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on April 2, 2021. The $157.5k Note may be converted into common stock of the Company by the holder at any time six months after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 29% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. | |||||||
$103k Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
One-time cash payment | $ 5,099 | $ 135,205 | ||||||
$135k Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Issue of convertible note, description | The Company issued a $135,000 convertible note (the "$135k Note"). The $135k Note included $3,500 fees and discounts for net proceeds of $131,500. The $135k Note has an interest rate of 10% and a default interest rate of 18% and matures on April 6, 2021. The $135k Note may be converted into common stock of the Company by the holder at any time six months after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. | |||||||
$83k Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Issue of convertible note, description | The Company issued an $83,000 convertible note (the "$83k Note"). The $83k Note included $3,000 fees and discounts for net proceeds of $80,000. The $83k Note has an interest rate of 10% and a default interest rate of 22% and matures on February 15, 2021. The $83k Note may be converted into common stock of the Company by the holder at any time six months after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. | |||||||
$128.5k Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Principal amount | $ 25,000 | |||||||
Accrued interest | $ 500 | |||||||
Common stock shares | 491,804 | |||||||
$128k Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Issue of convertible note, description | The Company issued a $128,000 convertible note (the "$128k Note"). The $128k Note included $3,000 fees and discounts for net proceeds of $125,000. The $128k Note has an interest rate of 10% and a default interest rate of 2% and matures on February 28, 2021. The $128k Note may be converted into common stock of the Company by the holder at any time six months after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. |