Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38797 | |
Entity Registrant Name | IMAC Holdings, Inc. | |
Entity Central Index Key | 0001729944 | |
Entity Tax Identification Number | 83-0784691 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1605 Westgate Circle | |
Entity Address, City or Town | Brentwood | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37027 | |
City Area Code | (844) | |
Local Phone Number | 266-4622 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,485,167 | |
Common Stock, par value $0.001 per share [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | IMAC | |
Security Exchange Name | NASDAQ | |
Warrants To Purchase Common Stock [Member] | ||
Title of 12(b) Security | Warrants to Purchase Common Stock | |
Trading Symbol | IMACW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 4,275,251 | $ 7,118,980 |
Accounts receivable, net | 1,725,034 | 1,209,333 |
Deferred compensation, current portion | 196,949 | 191,657 |
Other assets | 480,278 | 547,536 |
Total current assets | 6,677,512 | 9,067,506 |
Property and equipment, net | 2,285,092 | 2,323,163 |
Other assets: | ||
Goodwill | 4,661,796 | 4,661,796 |
Intangible assets, net | 5,552,065 | 5,797,469 |
Deferred compensation, net of current portion | 26,472 | 73,816 |
Security deposits | 351,819 | 357,050 |
Right of use asset | 4,645,217 | 4,948,393 |
Total other assets | 15,237,369 | 15,838,524 |
Total assets | 24,199,973 | 27,229,193 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,017,799 | 2,523,332 |
Patient deposits | 332,519 | 320,917 |
Notes payable, current portion | 92,799 | 254,487 |
Finance lease obligation, current portion | 19,258 | 19,050 |
Liability to issue common stock, current portion | 303,855 | 337,935 |
Operating lease liability, current portion | 1,472,245 | 1,478,140 |
Total current liabilities | 5,238,475 | 4,933,861 |
Long-term liabilities: | ||
Notes payable, net of current portion | 87,412 | 104,697 |
Finance lease obligation, net of current portion | 24,379 | 29,273 |
Liability to issue common stock, net of current portion | 189,375 | 189,375 |
Operating lease liability, net of current portion | 3,688,249 | 4,018,926 |
Total liabilities | 9,227,890 | 9,276,132 |
Commitment and Contingencies – Note 14 | ||
Stockholders’ equity: | ||
Preferred stock - $0.001 par value, 5,000,000 authorized, nil issued and outstanding at March 31, 2022 and December 31, 2021, respectively. | ||
Common stock - $0.001 par value, 30,000,000 authorized; 27,043,409 and 26,876,409 shares issued at March 31, 2022 and December 31, 2021, respectively; and 26,385,167 and 26,218,167 outstanding at March 31, 2022 and December 31, 2021, respectively. | 26,385 | 26,218 |
Additional paid-in capital | 46,314,757 | 46,133,777 |
Accumulated deficit | (31,369,059) | (28,206,934) |
Total stockholders’ equity | 14,972,083 | 17,953,061 |
Total liabilities and stockholders’ equity | $ 24,199,973 | $ 27,229,193 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 27,043,409 | 26,876,409 |
Common stock, shares outstanding | 26,385,167 | 26,218,167 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenue | $ 3,894,987 | $ 3,064,253 |
Operating expenses: | ||
Patient expenses | 460,473 | 341,412 |
Salaries and benefits | 3,710,278 | 2,754,248 |
Share-based compensation | 189,120 | 110,607 |
Advertising and marketing | 370,488 | 265,548 |
General and administrative | 1,815,247 | 1,219,338 |
Depreciation and amortization | 446,772 | 422,201 |
Loss on disposal or impairment of assets | 47,429 | 4,043 |
Total operating expenses | 7,039,807 | 5,117,397 |
Operating loss | (3,144,820) | (2,053,144) |
Other expenses: | ||
Other expense | (13,174) | |
Interest expense | (4,131) | (176,279) |
Total other expenses | (17,305) | (176,279) |
Net loss before income taxes | (3,162,125) | (2,229,423) |
Income taxes | ||
Net loss | $ (3,162,125) | $ (2,229,423) |
Net loss per share attributable to common stockholders | ||
Basic and diluted | $ (0.12) | $ (0.17) |
Weighted average common shares outstanding | ||
Basic and diluted | 26,365,734 | 13,448,567 |
Health Care, Patient Service [Member] | ||
Total revenue | $ 3,894,987 | $ 3,024,808 |
Others Income [Member] | ||
Total revenue | 3,377 | |
Management Service [Member] | ||
Total revenue | $ 36,068 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 12,747 | $ 25,465,094 | $ (17,664,687) | $ 7,813,154 |
Beginning balance, shares at Dec. 31, 2020 | 12,747,055 | |||
Issuance of common stock | $ 11,260 | 17,198,664 | 17,209,924 | |
Issuance of common stock, shares | 11,259,676 | |||
Issuance of employee stock options | 39,052 | 39,052 | ||
Net loss | (2,229,423) | (2,229,423) | ||
Ending balance, value at Mar. 31, 2021 | $ 24,007 | 42,702,810 | (19,894,110) | 22,832,707 |
Ending balance, shares at Mar. 31, 2021 | 24,006,731 | |||
Beginning balance, value at Dec. 31, 2021 | $ 26,218 | 46,133,777 | (28,206,934) | 17,953,061 |
Beginning balance, shares at Dec. 31, 2021 | 26,218,167 | |||
Issuance of common stock | $ 167 | 148,393 | 148,560 | |
Issuance of common stock, shares | 167,000 | |||
Issuance of employee stock options | 32,587 | 32,587 | ||
Net loss | (3,162,125) | (3,162,125) | ||
Ending balance, value at Mar. 31, 2022 | $ 26,385 | $ 46,314,757 | $ (31,369,059) | $ 14,972,083 |
Ending balance, shares at Mar. 31, 2022 | 26,385,167 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (3,162,125) | $ (2,229,423) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 446,772 | 422,201 |
Share based compensation | 189,120 | 110,607 |
Loss on disposition or impairment of assets | 47,429 | 4,043 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (515,701) | (332,471) |
Other assets | 67,258 | (167,193) |
Security deposits | 5,231 | (3,049) |
Right of use/lease liability | (33,396) | (40,994) |
Accounts payable and accrued expenses | 499,819 | 367,594 |
Patient deposits | 11,602 | 118,783 |
Net cash from operating activities | (2,443,991) | (1,749,902) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (218,139) | (65,769) |
Brand development | (55,045) | |
Acquisitions | (563,500) | |
Proceeds from sale of property and equipment | 2,060 | 1,250 |
Net cash from investing activities | (216,079) | (683,064) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 17,209,924 | |
Payments on notes payable | (178,973) | (1,788,711) |
Payments on finance lease obligation | (4,686) | (4,487) |
Net cash from financing activities | (183,659) | 15,416,726 |
Net (decrease) increase in cash | (2,843,729) | 12,983,760 |
Cash, beginning of period | 7,118,980 | 2,623,952 |
Cash, end of period | 4,275,251 | 15,607,712 |
Supplemental cash flow information: | ||
Interest paid | $ 4,599 | $ 63,359 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Description Of Business | |
Description of Business | Note 1 – Description of Business IMAC Holdings, Inc. is a holding company for IMAC Regeneration Centers, The Back Space retail stores and our Investigational New Drug division. IMAC Holdings, Inc. and its affiliates (collectively, the “Company”) provide movement, orthopedic and neurological therapies through its chain of IMAC Regeneration Centers. Through its consolidated and equity owned entities, its outpatient medical clinics provide conservative, non-invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. The Company has opened or acquired through management service agreements seventeen (17) medical clinics located in Florida, Illinois, Kentucky, Louisiana, Missouri and Tennessee as of March 31, 2022. The Back Space operates a healthcare center specializing in chiropractic and spinal care services inside Walmart retail locations. As of March 31, 2022, the Back Space has opened ten retail clinic locations in Florida, Missouri and Tennessee. The Company’s Investigational New Drug division is conducting a clinical trial for its investigational compound utilizing umbilical cord-derived allogenic mesenchymal stem cells for the treatment of bradykinesia due to Parkinson’s disease. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying condensed consolidated financial statements include the accounts of IMAC Holdings, Inc. and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”), IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”) IMAC Management of Illinois, LLC (“IMAC Illinois”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”), IMAC Management of Florida, LLC (“IMAC Florida”), Louisiana Orthopaedic & Sports Rehab (“IMAC Louisiana”) and The Back Space, LLC (“BackSpace”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); the following entities which are consolidated with IMAC Management of Illinois, LLC due to control by contract: Progressive Health and Rehabilitation, Ltd., Illinois Spine and Disc Institute, Ltd. and Ricardo Knight, P.C.; the following entity which is consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (“Kentucky PC”); the following entities which are consolidated with IMAC Florida due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, P.A.; the following entity which is consolidated with Louisiana Orthopaedic & Sports Rehab due to control by contract: IMAC Medical of Louisiana, a Medical Corporation; and the following entities which are consolidated with BackSpace due to control by contract: ChiroMart LLC, ChiroMart Florida LLC, and ChiroMart Missouri LLC. In February 2021, the Company completed the asset purchase of and signed a Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida. In June 2021, the Company completed the asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida and Active Medical Center in Naperville, Illinois. In October 2021, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interest in Louisiana Orthopaedic & Sports Rehab Institute, Inc, an entity which presents the results of Louisiana Medical due to control by contract. These acquisitions are included in the condensed consolidated financial statements from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation . Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the condensed consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. COVID-19 Pandemic On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spread globally beyond the point of origin. On March 20, 2020 the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of these condensed consolidated financial statements. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s combined financial condition, liquidity and future results of operations. Management is actively monitoring the impact of the global situation on its consolidated financial condition, liquidity, operations, suppliers, industry and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021 beyond the results presented in these condensed consolidated financial statements. Due to the impacts of COVID-19 we have seen an increase in recruiting and labor costs as well as delays in supply chain. Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics. The fees for such services are billed either to the patient or a third-party payer, including Medicare. The Company recognizes service revenues based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments are based upon the payment terms specified in the related contractual agreements. The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts expected to be collected. Starting in January 2020, the Company implemented wellness maintenance programs on a subscription basis. There are currently four membership plans offered with different levels of service for each plan. The Company recognizes membership revenue on a monthly basis. Enrollment in the wellness maintenance program can occur at any time during the month and can be dis-enrolled at any time. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through a LLC. The PC is consolidated due to control by contract (an “MSA” – Management Services Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. The company recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Nashville, IMAC Management, IMAC Illinois, IMAC Florida, IMAC Louisiana and the Back Space and are eliminated in consolidation to the extent owned. Starting in June 2021, the Company introduced BackSpace and began offering outpatient chiropractic and spinal care services as well as memberships services in Walmart retail locations. The fees for such services are paid and recognized as incurred. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are rarely paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short-term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Variable Interest Entities Certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medical care by exercising control over clinical decisions by doctors. In states which prohibit the corporate practice of medicine, the Company enters into long-term management agreements with professional corporations (“PCs”) that are owned by licensed doctors, which, in turn employ or contract with doctors who provide professional care in its clinics. Under these management agreements with PCs, the Company provides, on an exclusive basis, all non-clinical services of the practice. The condensed consolidated financial statements include the accounts of variable interest entities (“VIE”) in which the Company is the primary beneficiary under the provisions of the FASB Accounting Standards Codification 810, “ Consolidation The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, were approximately $ 2.4 million and $ 2.2 million respectively, and the total liabilities of the consolidated VIEs were approximately $ 883,000 661,000 , respectively. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s condensed consolidated financial statements is recorded at the net amount expected to be received. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets are computed using the straight-line method over the estimated useful lives and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, generally the contract term. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. The Company records an impairment loss when the carrying amount of the asset is not recoverable and exceeds its fair value. As of March 31, 2022, the Company decided to close a clinic in Florida with a total intangible carrying amount of approximately $ 30,000 which was written off as impaired. As a result, the Company recorded a noncash impairment loss for this amount during the three months ended March 31, 2022. No impairments of intangible assets were recorded for three months ended March 31, 2021. Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The Company operates under one reporting unit. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using either (i) a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount or (ii) a market approach. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized in the amount of the excess. The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2021, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more-likely-than-not that the estimated fair values of the reporting units were greater than the carrying values of the reporting units and, as such, no further analysis was required. There was no Long-Lived Assets Long-lived assets such as property and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the years presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was approximately $ 370,000 266,000 Net Loss Per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the year, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are required to be reduced by a valuation allowance to the extent that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized. |
Capital Requirements, Liquidity
Capital Requirements, Liquidity and Going Concern Considerations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Capital Requirements, Liquidity and Going Concern Considerations | Note 3 – Capital Requirements, Liquidity and Going Concern Considerations The Company’s condensed consolidated financial statements are prepared in accordance with GAAP and includes the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying condensed consolidated financial statements, the Company has sustained substantial losses from operations since inception. The Company had working capital of approximately $ 1.4 4.1 3.2 2.4 Management recognizes that the Company must obtain additional resources to successfully integrate its acquired and managed clinics and implement its business plans. Management plans to continue to raise funds to support our operations in 2022 and beyond. However, no assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Concentration of Credit Risks
Concentration of Credit Risks | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risks | Note 4 – Concentration of Credit Risks Cash The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits of $ 250,000 Revenue and Accounts Receivable As of March 31, 2022 and December 31, 2021, the Company had the following revenue and accounts receivable concentrations: Schedule of Concentration Risk March 31, 2022 December 31, 2021 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable (Unaudited) Medicare payment 32 % 15 % 37 % 16 % |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable As of March 31, 2022 and December 31, 2021, the Company’s accounts receivable consisted of the following: Schedule of Accounts Receivable March 31, 2022 December 31, 2021 (Unaudited) Gross accounts receivable $ 1,806,013 $ 1,290,312 Less: allowance for doubtful accounts (80,979 ) (80,979 ) Accounts receivable, net $ 1,725,034 $ 1,209,333 |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisitions | |
Business Acquisitions | Note 6 – Business Acquisitions IMAC Florida In February 2021, the Company completed the acquisition of and signed Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. The transaction was completed for $ 421,000 7,400 413,600 In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida. The transaction was completed as an asset purchase for $ 142,500 149,720 7,220 In June 2021, the Company completed an asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida. The transaction was completed as an asset purchase for $ 50,000 45,000 5,000 IMAC Chicago In June 2021, the Company also completed an asset purchase of Active Medical Center in Naperville, Illinois. The transaction was completed as an asset purchase for $ 205,000 200,000 5,000 IMAC Louisiana In October 2021, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interest in Louisiana Orthopaedic & Sports Rehab Institute, Inc, (the “Louisiana Acquisition”). The transaction was completed for $ 1,200,000 and $ 1,200,000 stock. The Company is in the process of completing its formal valuation analysis to identify and determine the fair value of identifiable tangible assets acquired related to this acquisition. Thus, the final allocation of the purchase price may differ from this preliminary allocation, based on completion of the valuation of the identifiable intangible assets. A total of $ 192,500 2,207,500 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment The Company’s property and equipment consisted of the following at March 31, 2022 and December 31, 2021: Schedule of Property and Equipment Estimated Useful Life in Years March 31, 2022 December 31, 2021 Leasehold improvements Shorter of asset or lease term $ 2,355,951 $ 2,127,762 Equipment 1.5 7 2,951,474 2,810,028 Total property and equipment 5,307,425 4,937,790 Less: accumulated depreciation (3,082,425 ) (2,990,902 ) Property and equipment 2,225,000 1,946,888 Construction in progress 60,092 376,275 Total property and equipment, net $ 2,285,092 $ 2,323,163 Depreciation was $ 235,089 163,945 |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Intangibles Assets And Goodwill | |
Intangibles Assets and Goodwill | Note 8 – Intangibles Assets and Goodwill The Company’s intangible assets and goodwill consisted of the following at March 31, 2022 and December 31, 2021: Schedule of Intangible Assets and Goodwill March 31, 2022 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (2,698,929 ) $ 5,241,469 Non-compete agreements 3 306,000 (303,083 ) 2,917 Brand development 10 69,071 (5,142 ) 63,929 Definite lived assets 8,315,469 (3,007,154 ) 5,308,315 Research and development 243,750 - 243,750 Goodwill 4,661,796 - 4,661,796 Total intangible assets and goodwill $ 13,221,015 $ (3,007,154 ) $ 10,213,861 December 31, 2021 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (2,500,418 ) $ 5,439,980 Non-compete agreements 3 306,000 (302,458 ) 3,542 Customer lists 3 134,882 (89,921 ) 44,961 Brand development 15 69,071 (3,835 ) 65,236 Definite lived assets 8,450,351 (2,896,632 ) 5,553,719 Research and development 243,750 - 243,750 Goodwill 4,661,796 - 4,661,796 Total intangible assets and goodwill $ 13,355,897 $ (2,896,632 ) $ 10,459,265 Amortization was $ 211,683 and $ 258,256 for the three months ended March 31, 2022 and 2021, respectively. The Company’s estimated future amortization of intangible assets was as follows: Schedule of Future Amortization of Intangible Assets Years Ending December 31, 2022 (nine months) $ 600,858 2023 799,686 2024 798,645 2025 798,645 2026 798,645 Thereafter 1,511,836 Total $ 5,308,315 |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2022 | |
Operating Leases | |
Operating Leases | Note 9 – Operating Leases On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method applied to leases that were in place at January 1, 2019. Results for operating periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 840. The Company’s leases consist of operating leases that mostly relate to real estate rental agreements. Most of the value of the Company’s lease portfolio relates to real estate lease agreements that were entered into starting March 2017. Discount Rate Applied to Operating Leases To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the “incremental borrowing rate” or “IBR”). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate of leases added as of March 31, 2022 and December 31, 2021, the Company used a weighted average interest rate. Total operating lease cost Individual components of the total lease cost incurred by the Company were as follows: Schedule of Operating Lease Cost Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Operating lease expense $ 410,066 $ 293,793 Minimum rental payments under operating leases are recognized on a straight light basis over the term of the lease. Maturity of operating leases The Company’s amount of future minimum lease payments under operating leases are as follows: Schedule of Future Minimum Lease Payments Operating Leases Undiscounted future minimum lease payments: 2022 (nine months) $ 1,274,383 2023 1,612,648 2024 1,223,487 2025 869,279 2026 576,741 Thereafter 167,306 Total 5,723,844 Amount representing imputed interest (563,350 ) Total operating lease liability 5,160,494 Current portion of operating lease liability (1,472,245 ) Operating lease liability, non-current $ 3,688,249 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable | |
Notes Payable | Note 10 – Notes Payable Set forth below is a summary of the Company’s outstanding debt as of March 31, 2022 and December 31, 2021: Schedule of Notes Payable March 31, December 31, 2022 2021 $ 35,970 $ 43,413 Note payable to a financial institution in the amount of $ 200,000 66 2,652 5 60,000 May 15, 2023 $ 35,970 $ 43,413 Note payable to a financial institution in the amount of $ 131,400 120 1,394 5 July 1, 2026 65,038 68,378 $ 112,800 60 2,129 5 June 1, 2024 54,252 59,913 Note payable to a financial institution in the amount of $ 140,000 36 4,225 5.39 September 19, 2022 24,951 37,179 Note payable in the amount of $ 2,690,000 January 2022 7 - 150,301 Notes payable 180,211 359,184 Less: current portion: (92,799 ) (254,487 ) Notes payable, net of current portion $ 87,412 $ 104,697 Principal maturities of the Company’s notes payable are as follows: Schedule of Principal Maturities of Notes Payable Years Ending December 31, Amount 2022 (nine months) $ 75,515 2023 51,657 2024 27,631 2025 15,813 2026 9,595 Thereafter - Total $ 180,211 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders Equity | |
Stockholders’ Equity | Note 11 – Stockholders’ Equity On October 5, 2020, the Company launched an at-the-market offering of up to $ 5,000,000 worth of shares of the Company’s common stock pursuant to an At-The-Market Issuance Sales Agreement, dated October 5, 2020, by and between the Company and Ascendiant Capital Markets, LLC. Since the launch and as of March 31, 2022, pursuant to the Agreement, the Company had sold 1,541,758 shares of common stock through Ascendiant Capital Markets for aggregate proceeds to the Company of $ 2.9 million. The Company sold 634,676 no During March 2021, the Company completed a public offering by issuing 10,625,000 17.0 1.2 1.8 On April 7, 2021 the Company closed on the sale of an additional 1,193,750 1.60 15 1.91 115,000 On October 1, 2021, the Company completed a stock purchase agreement and issued 810,811 shares of its common stock as consideration. This transaction was part of the $ 1,200,000 in stock consideration for the Louisiana Acquisition. 2018 Incentive Compensation Plan The Company’s board of directors and holders of a majority of outstanding shares approved and adopted the Company’s 2018 Incentive Compensation Plan (“2018 Plan”) in May 2018, reserving the issuance of up to 1,000,000 Stock Options As of March 31, 2022, the Company had issued stock options to purchase 353,843 Most options vest over a period of four years 25 75 Restricted Stock Units On May 21, 2019, the Company granted an aggregate of 277,500 30,000 On October 20, 2020, the Company granted an aggregate of 300,000 one 150,000 On January 30, 2021, the Company granted an aggregate of 17,000 On October 27, 2021, the Company granted 10,000 On February 21, 2022, the Company granted 100,000 |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Plan | |
Retirement Plan | Note 12 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 50 6 34,808 34,074 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management assessed all available evidence to estimate if sufficient future taxable income will be generated in the appropriate period and of the appropriate character to realize deferred tax assets. For the three months ended March 31, 2022 and March 31, 2021, no The Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits as December 31, 2021. As of March 31, 2022, the Company had no unrecognized tax benefits recorded. The Company is subject to taxation by federal, state, and local taxing authorities. The Company’s federal, state, and local income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and the Company’s federal, state, and local income tax returns for 2018 through 2020 remain open to examination. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies The Company accrues a liability and charges operations for the estimated costs of contingent liabilities, including adjudication or settlement of various asserted and unasserted claims existing as of the balance sheet date, where there is a reasonable possibility that a loss has been incurred and the loss (or range of probable loss) is estimable. From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of our business. Other than the matter described below, management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on the Company’s financial condition, results of operations or liquidity. Third Party Audit From time to time, in the ordinary course of business, we are subject to audits under various governmental programs in which third party firms engaged by the Center for Medicare & Medicaid Services (“CMS”) conduct extensive reviews of claims data to identify potential improper payments. We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations. On June 3, 2021, the Company received a request for payment from CMS in the amount of $ 2,918,472 5,327.73 This amount represented a statistical extrapolation of $ 11,530 5,327.73 At this stage of the appeals process, based on the information currently available to the Company, the Company is unable to predict the timing and ultimate outcome of this matter and therefore is unable to estimate the range of possible loss. Any potential loss may be classified as errors and omissions for which insurance coverage was in place during a majority of the years being evaluated. On October 21, 2021, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $ 2,716,056.33 6,791.33 2,709,265 As of March 31, 2022, the Company has not recorded a provision for this claim, as management does not believe that an estimate of a possible loss or range of loss can reasonably be made at this time. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events None. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary Of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying condensed consolidated financial statements include the accounts of IMAC Holdings, Inc. and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”), IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”) IMAC Management of Illinois, LLC (“IMAC Illinois”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”), IMAC Management of Florida, LLC (“IMAC Florida”), Louisiana Orthopaedic & Sports Rehab (“IMAC Louisiana”) and The Back Space, LLC (“BackSpace”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); the following entities which are consolidated with IMAC Management of Illinois, LLC due to control by contract: Progressive Health and Rehabilitation, Ltd., Illinois Spine and Disc Institute, Ltd. and Ricardo Knight, P.C.; the following entity which is consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (“Kentucky PC”); the following entities which are consolidated with IMAC Florida due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, P.A.; the following entity which is consolidated with Louisiana Orthopaedic & Sports Rehab due to control by contract: IMAC Medical of Louisiana, a Medical Corporation; and the following entities which are consolidated with BackSpace due to control by contract: ChiroMart LLC, ChiroMart Florida LLC, and ChiroMart Missouri LLC. In February 2021, the Company completed the asset purchase of and signed a Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida. In June 2021, the Company completed the asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida and Active Medical Center in Naperville, Illinois. In October 2021, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interest in Louisiana Orthopaedic & Sports Rehab Institute, Inc, an entity which presents the results of Louisiana Medical due to control by contract. These acquisitions are included in the condensed consolidated financial statements from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation . |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the condensed consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. |
COVID-19 Pandemic | COVID-19 Pandemic On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spread globally beyond the point of origin. On March 20, 2020 the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of these condensed consolidated financial statements. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s combined financial condition, liquidity and future results of operations. Management is actively monitoring the impact of the global situation on its consolidated financial condition, liquidity, operations, suppliers, industry and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021 beyond the results presented in these condensed consolidated financial statements. Due to the impacts of COVID-19 we have seen an increase in recruiting and labor costs as well as delays in supply chain. |
Revenue Recognition | Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics. The fees for such services are billed either to the patient or a third-party payer, including Medicare. The Company recognizes service revenues based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments are based upon the payment terms specified in the related contractual agreements. The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts expected to be collected. Starting in January 2020, the Company implemented wellness maintenance programs on a subscription basis. There are currently four membership plans offered with different levels of service for each plan. The Company recognizes membership revenue on a monthly basis. Enrollment in the wellness maintenance program can occur at any time during the month and can be dis-enrolled at any time. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through a LLC. The PC is consolidated due to control by contract (an “MSA” – Management Services Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. The company recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Nashville, IMAC Management, IMAC Illinois, IMAC Florida, IMAC Louisiana and the Back Space and are eliminated in consolidation to the extent owned. Starting in June 2021, the Company introduced BackSpace and began offering outpatient chiropractic and spinal care services as well as memberships services in Walmart retail locations. The fees for such services are paid and recognized as incurred. |
Patient Deposits | Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are rarely paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short-term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. |
Variable Interest Entities | Variable Interest Entities Certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medical care by exercising control over clinical decisions by doctors. In states which prohibit the corporate practice of medicine, the Company enters into long-term management agreements with professional corporations (“PCs”) that are owned by licensed doctors, which, in turn employ or contract with doctors who provide professional care in its clinics. Under these management agreements with PCs, the Company provides, on an exclusive basis, all non-clinical services of the practice. The condensed consolidated financial statements include the accounts of variable interest entities (“VIE”) in which the Company is the primary beneficiary under the provisions of the FASB Accounting Standards Codification 810, “ Consolidation The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, were approximately $ 2.4 million and $ 2.2 million respectively, and the total liabilities of the consolidated VIEs were approximately $ 883,000 661,000 , respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s condensed consolidated financial statements is recorded at the net amount expected to be received. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. |
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets are computed using the straight-line method over the estimated useful lives and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. |
Intangible Assets | Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, generally the contract term. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. The Company records an impairment loss when the carrying amount of the asset is not recoverable and exceeds its fair value. As of March 31, 2022, the Company decided to close a clinic in Florida with a total intangible carrying amount of approximately $ 30,000 which was written off as impaired. As a result, the Company recorded a noncash impairment loss for this amount during the three months ended March 31, 2022. No impairments of intangible assets were recorded for three months ended March 31, 2021. |
Goodwill | Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The Company operates under one reporting unit. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using either (i) a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount or (ii) a market approach. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized in the amount of the excess. The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2021, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more-likely-than-not that the estimated fair values of the reporting units were greater than the carrying values of the reporting units and, as such, no further analysis was required. There was no |
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the years presented. |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was approximately $ 370,000 266,000 |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the year, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are required to be reduced by a valuation allowance to the extent that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized. |
Concentration of Credit Risks (
Concentration of Credit Risks (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | As of March 31, 2022 and December 31, 2021, the Company had the following revenue and accounts receivable concentrations: Schedule of Concentration Risk March 31, 2022 December 31, 2021 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable (Unaudited) Medicare payment 32 % 15 % 37 % 16 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | As of March 31, 2022 and December 31, 2021, the Company’s accounts receivable consisted of the following: Schedule of Accounts Receivable March 31, 2022 December 31, 2021 (Unaudited) Gross accounts receivable $ 1,806,013 $ 1,290,312 Less: allowance for doubtful accounts (80,979 ) (80,979 ) Accounts receivable, net $ 1,725,034 $ 1,209,333 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment consisted of the following at March 31, 2022 and December 31, 2021: Schedule of Property and Equipment Estimated Useful Life in Years March 31, 2022 December 31, 2021 Leasehold improvements Shorter of asset or lease term $ 2,355,951 $ 2,127,762 Equipment 1.5 7 2,951,474 2,810,028 Total property and equipment 5,307,425 4,937,790 Less: accumulated depreciation (3,082,425 ) (2,990,902 ) Property and equipment 2,225,000 1,946,888 Construction in progress 60,092 376,275 Total property and equipment, net $ 2,285,092 $ 2,323,163 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangibles Assets And Goodwill | |
Schedule of Intangible Assets and Goodwill | The Company’s intangible assets and goodwill consisted of the following at March 31, 2022 and December 31, 2021: Schedule of Intangible Assets and Goodwill March 31, 2022 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (2,698,929 ) $ 5,241,469 Non-compete agreements 3 306,000 (303,083 ) 2,917 Brand development 10 69,071 (5,142 ) 63,929 Definite lived assets 8,315,469 (3,007,154 ) 5,308,315 Research and development 243,750 - 243,750 Goodwill 4,661,796 - 4,661,796 Total intangible assets and goodwill $ 13,221,015 $ (3,007,154 ) $ 10,213,861 December 31, 2021 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (2,500,418 ) $ 5,439,980 Non-compete agreements 3 306,000 (302,458 ) 3,542 Customer lists 3 134,882 (89,921 ) 44,961 Brand development 15 69,071 (3,835 ) 65,236 Definite lived assets 8,450,351 (2,896,632 ) 5,553,719 Research and development 243,750 - 243,750 Goodwill 4,661,796 - 4,661,796 Total intangible assets and goodwill $ 13,355,897 $ (2,896,632 ) $ 10,459,265 |
Schedule of Future Amortization of Intangible Assets | The Company’s estimated future amortization of intangible assets was as follows: Schedule of Future Amortization of Intangible Assets Years Ending December 31, 2022 (nine months) $ 600,858 2023 799,686 2024 798,645 2025 798,645 2026 798,645 Thereafter 1,511,836 Total $ 5,308,315 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Operating Leases | |
Schedule of Operating Lease Cost | Individual components of the total lease cost incurred by the Company were as follows: Schedule of Operating Lease Cost Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Operating lease expense $ 410,066 $ 293,793 |
Schedule of Future Minimum Lease Payments | The Company’s amount of future minimum lease payments under operating leases are as follows: Schedule of Future Minimum Lease Payments Operating Leases Undiscounted future minimum lease payments: 2022 (nine months) $ 1,274,383 2023 1,612,648 2024 1,223,487 2025 869,279 2026 576,741 Thereafter 167,306 Total 5,723,844 Amount representing imputed interest (563,350 ) Total operating lease liability 5,160,494 Current portion of operating lease liability (1,472,245 ) Operating lease liability, non-current $ 3,688,249 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable | |
Schedule of Notes Payable | Set forth below is a summary of the Company’s outstanding debt as of March 31, 2022 and December 31, 2021: Schedule of Notes Payable March 31, December 31, 2022 2021 $ 35,970 $ 43,413 Note payable to a financial institution in the amount of $ 200,000 66 2,652 5 60,000 May 15, 2023 $ 35,970 $ 43,413 Note payable to a financial institution in the amount of $ 131,400 120 1,394 5 July 1, 2026 65,038 68,378 $ 112,800 60 2,129 5 June 1, 2024 54,252 59,913 Note payable to a financial institution in the amount of $ 140,000 36 4,225 5.39 September 19, 2022 24,951 37,179 Note payable in the amount of $ 2,690,000 January 2022 7 - 150,301 Notes payable 180,211 359,184 Less: current portion: (92,799 ) (254,487 ) Notes payable, net of current portion $ 87,412 $ 104,697 |
Schedule of Principal Maturities of Notes Payable | Principal maturities of the Company’s notes payable are as follows: Schedule of Principal Maturities of Notes Payable Years Ending December 31, Amount 2022 (nine months) $ 75,515 2023 51,657 2024 27,631 2025 15,813 2026 9,595 Thereafter - Total $ 180,211 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Assets | $ 24,199,973 | $ 27,229,193 | |
Liabilities | 9,227,890 | 9,276,132 | |
Cash equivalents | 0 | 0 | |
Proceeds from sale of intangible assets | 30,000 | ||
Impairment of intangible assets | 0 | ||
Goodwill impairment loss | 0 | 0 | |
Marketing and advertising expense | 370,488 | $ 265,548 | |
Variable Interest Entities [Member] | |||
Assets | 2,400,000 | 2,200,000 | |
Liabilities | $ 883,000 | $ 661,000 |
Capital Requirements, Liquidi_2
Capital Requirements, Liquidity and Going Concern Considerations (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Working capital | $ 1,400,000 | $ 4,100,000 | |
Net loss | 3,162,125 | $ 2,229,423 | |
Net cash used in operating activities | $ 2,443,991 | $ 1,749,902 |
Schedule of Concentration Risk
Schedule of Concentration Risk (Details) - Medicare Payment [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 32.00% | 37.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 15.00% | 16.00% |
Concentration of Credit Risks_2
Concentration of Credit Risks (Details Narrative) | Mar. 31, 2022USD ($) |
Risks and Uncertainties [Abstract] | |
Cash FDIC isured amount | $ 250,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,806,013 | $ 1,290,312 |
Less: allowance for doubtful accounts | (80,979) | (80,979) |
Accounts receivable, net | $ 1,725,034 | $ 1,209,333 |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Goodwill | $ 4,661,796 | $ 4,661,796 | ||||
Intangible assets, net | $ 5,308,315 | |||||
Customer Lists [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Intangible assets, net | $ 44,961 | |||||
NHC Chiropractic, PLLC [Member] | Orlando [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Acquisition on outstanding equity interest | $ 142,500 | |||||
Business combination property and equipment | 149,720 | |||||
Business combination property and equipment, accounts payable | $ 7,220 | |||||
Fort Pierce Chiropractic [Member] | Fort Pierce [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Acquisition on outstanding equity interest | $ 50,000 | |||||
Business combination property and equipment | 45,000 | |||||
Fort Pierce Chiropractic [Member] | Fort Pierce [Member] | Customer Lists [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Intangible assets, net | 5,000 | |||||
Active Medical Center [Member] | Naperville [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Acquisition on outstanding equity interest | 205,000 | |||||
Business combination property and equipment | 200,000 | |||||
Remaining deposits | $ 5,000 | |||||
Louisiana Orthopaedic [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Acquisition on outstanding equity interest | $ 1,200,000 | |||||
Business combination property and equipment | 192,500 | |||||
Goodwill | 2,207,500 | |||||
Sports Rehab Institute, Inc. [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Acquisition on outstanding equity interest | $ 1,200,000 | |||||
Management Services Agreement [Member] | Willmitch Chiropractic P.A. [Member] | Tampa [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Acquisition on outstanding equity interest | $ 421,000 | |||||
Business combination property and equipment | 7,400 | |||||
Goodwill | $ 413,600 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,307,425 | $ 4,937,790 |
Less: accumulated depreciation | (3,082,425) | (2,990,902) |
Property and equipment | 2,225,000 | 1,946,888 |
Construction in progress | 60,092 | 376,275 |
Total property and equipment, net | 2,285,092 | 2,323,163 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,355,951 | 2,127,762 |
Estimated Useful Life | Shorter of asset or lease term | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,951,474 | $ 2,810,028 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life in Years | 1 year 6 months | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life in Years | 7 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 235,089 | $ 163,945 |
Schedule of Intangible Assets a
Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, net | $ 5,308,315 | |
Goodwill, cost | 4,661,796 | $ 4,661,796 |
Goodwill, accumulated amortization | ||
Goodwill, net | 4,661,796 | 4,661,796 |
Total intangible assets and goodwill, cost | 13,221,015 | 13,355,897 |
Total intangible assets and goodwill, accumulated amortization | (3,007,154) | 2,896,632 |
Total intangible assets and goodwill, net | 10,213,861 | 10,459,265 |
Total intangible assets and goodwill, accumulated amortization | $ 3,007,154 | $ (2,896,632) |
Brand Development [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, estimated useful life | 10 years | 15 years |
Intangible assets, cost | $ 69,071 | $ 69,071 |
Intangible assets, accumulated amortization | (5,142) | (3,835) |
Intangible assets, net | 63,929 | 65,236 |
Definite Lived Assets [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, cost | 8,315,469 | 8,450,351 |
Intangible assets, accumulated amortization | (3,007,154) | (2,896,632) |
Intangible assets, net | 5,308,315 | 5,553,719 |
Research and Development Expense [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, cost | 243,750 | |
Intangible assets, accumulated amortization | ||
Intangible assets, net | $ 243,750 | 243,750 |
Intangible assets, including goodwill, cost | $ 243,750 | |
Customer Lists [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, estimated useful life | 3 years | |
Intangible assets, cost | $ 134,882 | |
Intangible assets, accumulated amortization | (89,921) | |
Intangible assets, net | $ 44,961 | |
Management Service Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, estimated useful life | 10 years | 10 years |
Intangible assets, cost | $ 7,940,398 | $ 7,940,398 |
Intangible assets, accumulated amortization | (2,698,929) | (2,500,418) |
Intangible assets, net | $ 5,241,469 | $ 5,439,980 |
Non Compete Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, estimated useful life | 3 years | 3 years |
Intangible assets, cost | $ 306,000 | $ 306,000 |
Intangible assets, accumulated amortization | (303,083) | (302,458) |
Intangible assets, net | $ 2,917 | $ 3,542 |
Schedule of Future Amortization
Schedule of Future Amortization of Intangible Assets (Details) | Mar. 31, 2022USD ($) |
Intangibles Assets And Goodwill | |
2022 (nine months) | $ 600,858 |
2023 | 799,686 |
2024 | 798,645 |
2025 | 798,645 |
2026 | 798,645 |
Thereafter | 1,511,836 |
Total | $ 5,308,315 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Intangibles Assets And Goodwill | ||
Amortization of intangible assets | $ 211,683 | $ 258,256 |
Schedule of Operating Lease Cos
Schedule of Operating Lease Cost (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Leases | ||
Operating lease expense | $ 410,066 | $ 293,793 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2022 (nine months) | $ 1,274,383 | |
2023 | 1,612,648 | |
2024 | 1,223,487 | |
2025 | 869,279 | |
2026 | 576,741 | |
Thereafter | 167,306 | |
Total | 5,723,844 | |
Amount representing imputed interest | (563,350) | |
Total operating lease liability | 5,160,494 | |
Current portion of operating lease liability | (1,472,245) | $ (1,478,140) |
Operating lease liability, non-current | $ 3,688,249 | $ 4,018,926 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 29, 2020 |
Schedule of Capitalization, Long-Term Debt [Line Items] | |||||
Notes payable | $ 180,211 | $ 359,184 | |||
Less: current portion: | $ (92,799) | $ (254,487) | (92,799) | (254,487) | |
Notes payable, net of current portion | $ 87,412 | $ 104,697 | 87,412 | 104,697 | |
Notes Payable [Member] | |||||
Schedule of Capitalization, Long-Term Debt [Line Items] | |||||
Notes payable | 35,970 | ||||
Notes Payable One [Member] | |||||
Schedule of Capitalization, Long-Term Debt [Line Items] | |||||
Notes payable | 43,413 | ||||
Notes Payable Two [Member] | |||||
Schedule of Capitalization, Long-Term Debt [Line Items] | |||||
Notes payable | 65,038 | 68,378 | |||
Notes Payable Three [Member] | |||||
Schedule of Capitalization, Long-Term Debt [Line Items] | |||||
Notes payable | 54,252 | 59,913 | |||
Notes Payable Four [Member] | |||||
Schedule of Capitalization, Long-Term Debt [Line Items] | |||||
Notes payable | 24,951 | 37,179 | |||
Notes Payable Five [Member] | |||||
Schedule of Capitalization, Long-Term Debt [Line Items] | |||||
Notes payable | $ 150,301 | $ 2,690,000 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | Sep. 25, 2019USD ($)Installment | Mar. 01, 2019USD ($)Installment | Nov. 15, 2017USD ($)Installment | Aug. 01, 2016USD ($)Installment | Oct. 29, 2021 | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 29, 2020USD ($) |
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | $ 180,211 | $ 359,184 | ||||||
Notes Payable One [Member] | ||||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | 43,413 | |||||||
Notes Payable Two [Member] | ||||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | 65,038 | 68,378 | ||||||
Notes Payable Three [Member] | ||||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | 54,252 | 59,913 | ||||||
Notes Payable Three [Member] | Advantage Therapy LLC [Member] | ||||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | $ 112,800 | |||||||
Number of installments | Installment | 60 | |||||||
Debt instrument, periodic payment | $ 2,129 | |||||||
Debt instrument interest rate | 5.00% | |||||||
Debt instrument maturity date | Jun. 1, 2024 | |||||||
Notes Payable Four [Member] | ||||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | 24,951 | 37,179 | ||||||
Notes Payable Five [Member] | ||||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | $ 150,301 | $ 2,690,000 | ||||||
Debt instrument interest rate | 7.00% | |||||||
Debt instrument maturity date | Jan. 31, 2022 | |||||||
Financial Institution [Member] | Notes Payable One [Member] | ||||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | $ 200,000 | |||||||
Number of installments | Installment | 66 | |||||||
Debt instrument, periodic payment | $ 2,652 | |||||||
Debt instrument interest rate | 5.00% | |||||||
Balloon payment | $ 60,000 | |||||||
Debt instrument maturity date | May 15, 2023 | |||||||
Financial Institution [Member] | Notes Payable Two [Member] | ||||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | $ 131,400 | |||||||
Number of installments | Installment | 120 | |||||||
Debt instrument, periodic payment | $ 1,394 | |||||||
Debt instrument interest rate | 5.00% | |||||||
Debt instrument maturity date | Jul. 1, 2026 | |||||||
Financial Institution [Member] | Notes Payable Four [Member] | ||||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||||
Notes payable | $ 140,000 | |||||||
Number of installments | Installment | 36 | |||||||
Debt instrument, periodic payment | $ 4,225 | |||||||
Debt instrument interest rate | 5.39% | |||||||
Debt instrument maturity date | Sep. 19, 2022 |
Schedule of Principal Maturitie
Schedule of Principal Maturities of Notes Payable (Details) | Mar. 31, 2022USD ($) |
Notes Payable | |
2022 (nine months) | $ 75,515 |
2023 | 51,657 |
2024 | 27,631 |
2025 | 15,813 |
2026 | 9,595 |
Thereafter | |
Total | $ 180,211 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Feb. 21, 2022 | Oct. 27, 2021 | Oct. 01, 2021 | Apr. 07, 2021 | Jan. 30, 2021 | Oct. 20, 2020 | Oct. 05, 2020 | Aug. 13, 2019 | May 21, 2019 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 31, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Sale of stock, number of shares issued in transaction | 0 | 634,676 | ||||||||||||
Proceeds from common stock | $ 17,209,924 | |||||||||||||
Issuance of common stock | $ 148,560 | $ 17,209,924 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Vesting period | 1 year | |||||||||||||
Outstanding restricted stock of its common stock | $ 277,500 | |||||||||||||
Stock option granted | 30,000 | |||||||||||||
Number of shares vested | 300,000 | |||||||||||||
Non Qualified Stock Options [Member] | Various Employees [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of shares, granted | 353,843 | |||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting rights | Most options vest over a period of | |||||||||||||
Vesting period | 4 years | |||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | |||||||||||||
Remaining vesting percentage equal monthly installments | 75.00% | |||||||||||||
2018 Incentive Compensation Plan Member [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Reserving for issuance | 1,000,000 | |||||||||||||
Underwriters [Member] | IPO [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Stock issued during period, shares, new issues | 1,193,750 | |||||||||||||
Issuance initial public offering | $ 1,910,000 | |||||||||||||
Shares issued, price per share | $ 1.60 | |||||||||||||
Issuance of common stock | $ 115,000 | |||||||||||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Percentage of over-allotment option exercised | 15.00% | |||||||||||||
Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of shares vested | 150,000 | |||||||||||||
Non Executive Staff And Contractors [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Stock option granted | 17,000 | |||||||||||||
Consultant [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Stock option granted | 10,000 | |||||||||||||
Executive [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Stock option granted | 100,000 | |||||||||||||
Ascendiant Capital Markets [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Sale of stock, number of shares issued in transaction | 1,541,758 | |||||||||||||
Sale of stock, consideration received on transaction | $ 2,900,000 | |||||||||||||
Stock issued during period, shares, new issues | 10,625,000 | |||||||||||||
Proceeds from common stock | $ 17,000,000 | |||||||||||||
Issuance initial public offering | 1,200,000 | |||||||||||||
Payment for indebtedness | $ 1,800,000 | |||||||||||||
At The Market Issuance Sales Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Stock issued during period, value, issued for services | $ 5,000,000 | |||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Stock issued during period, shares, new issues | 810,811 | |||||||||||||
Stock Purchase Agreement [Member] | Louisiana Acquistion [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Business combination, consideration transferred | $ 1,200,000 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - 401(k) Plan [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Matching contributions, percentage of match | 50.00% | |
Matching contributions, percent of employees' gross pay | 6.00% | |
Matching contributions, amount | $ 34,808 | $ 34,074 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense or benefit |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Contractor [Member] - Covent Bridge Group [Member] - USD ($) | Oct. 21, 2021 | Nov. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 03, 2021 |
Accounts payable | $ 2,709,265 | $ 2,918,472 | |||
Actual overpayment amount | $ 5,327.73 | $ 5,327.73 | |||
Statistical extrapolation amount | $ 6,791.33 | $ 11,530 | |||
Overpaid amount | $ 2,716,056.33 |