Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 19, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 3401 Mallory Lane | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Franklin | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37067 | |
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 | 33,017,049 | |
Common Stock Par Value 0.001 Per Share [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | BACK | |
Security Exchange Name | NASDAQ | |
Warrants to Purchase Common Stock [Member] | ||
Title of 12(b) Security | Warrants to Purchase Common Stock | |
Trading Symbol | IMACW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 390,104 | $ 763,211 |
Accounts receivable, net | 1,077,291 | 2,881,239 |
Deferred compensation, current portion | 137,930 | 196,119 |
Other assets | 196,987 | 367,358 |
Total current assets | 1,802,312 | 4,207,927 |
Property and equipment, net | 683,452 | 1,584,714 |
Other assets: | ||
Intangible assets, net | 1,200,263 | 1,365,457 |
Security deposits | 246,709 | 300,430 |
Right of use asset | 1,910,064 | 3,623,078 |
Total other assets | 3,357,036 | 5,288,965 |
Total assets | 5,842,800 | 11,081,606 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,936,842 | 1,702,740 |
Patient deposits | 205,359 | 241,666 |
Notes payable, current portion | 44,318 | 51,657 |
Finance lease obligation, current portion | 19,249 | 19,898 |
Liability to issue common stock, current portion | 329,855 | 329,855 |
Operating lease liability, current portion | 996,787 | 1,368,016 |
Total current liabilities | 3,532,410 | 3,713,832 |
Long-term liabilities: | ||
Notes payable, net of current portion | 43,094 | 53,039 |
Finance lease obligation, net of current portion | 5,130 | 9,375 |
Operating lease liability, net of current portion | 1,265,211 | 2,654,104 |
Total liabilities | 4,845,845 | 6,430,350 |
Commitment and Contingencies – Note 14 | ||
Stockholders’ equity: | ||
Preferred stock - $0.001 par value, 5,000,000 authorized, nil issued and outstanding at March 31, 2023 and December 31, 2022, respectively. | ||
Common stock - $0.001 par value, 60,000,000 authorized; 33,017,758 and 33,017,758 shares issued at March 31, 2023 and December 31, 2022, respectively; and 33,017,049 and 32,935,294 outstanding at March 31, 2023 and December 31, 2022, respectively. | 33,017 | 32,935 |
Additional paid-in capital | 51,182,331 | 51,138,061 |
Accumulated deficit | (50,218,393) | (46,519,740) |
Total stockholders’ equity | 996,955 | 4,651,256 |
Total liabilities and stockholders’ equity | $ 5,842,800 | $ 11,081,606 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 60,000,000 | 60,000,000 |
Common stock, shares issued | 33,017,758 | 33,017,758 |
Common stock, shares outstanding | 33,017,049 | 32,935,294 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Patient revenues, net | $ 2,093,362 | $ 3,894,987 |
Total revenue | 2,093,362 | 3,894,987 |
Operating expenses: | ||
Patient expenses | 266,231 | 460,473 |
Salaries and benefits | 2,313,061 | 3,899,398 |
Advertising and marketing | 74,543 | 370,488 |
General and administrative | 1,504,878 | 1,815,247 |
Depreciation and amortization | 189,823 | 446,772 |
Loss on disposal or impairment of assets | 1,441,012 | 47,429 |
Total operating expenses | 5,789,548 | 7,039,807 |
Operating loss | (3,696,186) | (3,144,820) |
Other expenses: | ||
Other expense | (13,174) | |
Interest expense | (2,467) | (4,131) |
Total other expenses | (2,467) | (17,305) |
Net loss before income taxes | (3,698,653) | (3,162,125) |
Income taxes | ||
Net loss | $ (3,698,653) | $ (3,162,125) |
Net loss per share attributable to common stockholders | ||
Basic and diluted | $ (0.11) | $ (0.12) |
Weighted average common shares outstanding | ||
Basic and diluted | 33,013,165 | 26,365,734 |
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, 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 | |||
Share based compensation, net | 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 | |||
Beginning balance, value at Dec. 31, 2022 | $ 32,935 | 51,138,061 | (46,519,740) | 4,651,256 |
Beginning balance, shares at Dec. 31, 2022 | 32,935,294 | |||
Issuance of common stock | $ 82 | 16,568 | 16,650 | |
Issuance of common stock, shares | 81,755 | |||
Share based compensation, net | 27,702 | 27,702 | ||
Net loss | (3,698,653) | (3,698,653) | ||
Ending balance, value at Mar. 31, 2023 | $ 33,017 | $ 51,182,331 | $ (50,218,393) | $ 996,955 |
Ending balance, shares at Mar. 31, 2023 | 33,017,049 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (3,698,653) | $ (3,162,125) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 189,824 | 446,772 |
Share based compensation, net | 85,891 | 40,560 |
Loss on disposition or impairment of assets | 1,441,012 | 47,429 |
Bad debt expense | 5,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 184,568 | (515,701) |
Other assets | 170,371 | 67,258 |
Security deposits | 53,721 | 5,231 |
Right of use/lease liability | (47,108) | (33,396) |
Accounts payable and accrued expenses | 234,103 | 499,819 |
Patient deposits | (36,307) | 11,602 |
Net cash from operating activities | (1,417,578) | (2,592,551) |
Cash flows from investing activities: | ||
Proceeds from sale of Louisiana Orthopedic operations | 1,050,000 | |
Purchase of property and equipment | (218,139) | |
Proceeds from sale of property and equipment | 2,060 | |
Net cash from investing activities | 1,050,000 | (216,079) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 16,650 | 148,560 |
Payments on notes payable | (17,285) | (178,973) |
Payments on finance lease obligation | (4,894) | (4,686) |
Net cash from financing activities | (5,529) | (35,099) |
Net decrease in cash | (373,107) | (2,843,729) |
Cash, beginning of period | 763,211 | 7,118,980 |
Cash, end of period | 390,104 | 4,275,251 |
Supplemental cash flow information: | ||
Interest paid | $ 2,470 | $ 4,599 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1 – Description of Business IMAC Holdings, Inc. is a holding company for IMAC Regeneration Centers 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. As of March 31, 2023, the Company had opened or acquired through management service agreements five (5) medical clinics located in Illinois, Kentucky and Missouri. The Company has partnered with several well-known sports stars such as Ozzie Smith in opening its medical clinics, with a focus on delivering sports medicine treatments without opioids. 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. As outlined in Note 15, given the Company’s current financial position, during the first quarter of 2023 the Company decided to close four underperforming locations and sold its Louisiana Orthopedic practice as well as The BackSpace, LLC operations in an effort to raise sufficient capital to support on-going operations. Management has been actively exploring various strategic alternatives in an effort to support operations in 2023 and beyond. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
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 entities which is consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (“Kentucky PC”) and IMAC Medical of Kentucky PSC (“Kentucky PSC”); 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. During January of 2023, the Company decided to close the operations at four underperforming clinic locations: Webster Groves, Lexington, Fort Pierce and Tampa. On January 27, 2023, the Company executed an agreement to sell all assets of IMAC of Louisiana, PC and Louisiana Orthopaedic & Sports Rehab, LLC for a total of $ 1.05 On March 1, 2023, the Company executed an agreement to sale The BackSpace, LLC to Curis Express, LLC. This sale eliminated IMAC Holdings, Inc. retail chiropractic division. In addition, the deal included all associated real estate leases and the rights to certain future potential expansion locations. 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. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified share-based compensation to salaries and benefits. 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. 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. Starting in September 2022, the Company introduced hormone replacement therapy “HRT” and medical weight loss programs. The Company recognizes HRT and medical weight loss revenue as the services are provided. 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 recognizes 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. 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, 2023 and December 31, 2022, were approximately $ 2.4 1.8 883,000 0.5 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 Contractual, Other Discounts and Doubtful Accounts 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. In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, “Financial Instruments – Credit Losses.” This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. As a result, the Company changed its accounting policy for allowance for doubtful accounts using an expected losses model rather than using incurred losses. The new model is based on the credit losses expected to arise over the life of the asset based on the Company’s expectations as of the balance sheet date through analyzing historical customer data as well as taking into consideration current economic trends. As a smaller reporting Company pursuant to Rule 12b-2 of the Securities Exchange Act of 1934, as amended, these changes became effective for the Company on January 1, 2023. The adoption of ASU 2016-13 did not have a material financial impact on the Company’s condensed consolidated financial statements. The roll forward of the allowance for doubtful accounts for the three-months ended March 31. 2023 was as follows: Schedule of Allowance for Doubtful Accounts March 31, 2023 (Unaudited) Beginning balance $ 163,479 Bad debt expense 5,000 Write-offs (82,500 ) Ending balance $ 85,979 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, 2023, the Company decided to sell the assets of the Louisiana market and the BackSpace retail stores. The Louisiana market had a total intangible carrying amount of approximately $ 61,000 60,000 30,000 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 $ 75,000 370,000 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. Newly Adopted Accounting Pronouncement Topic 326 was effective for the Company beginning on January 1, 2023. This update requires a financial asset (or a group of financial assets) measured at amortized cost basis, to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The Company has evaluated the impact of Topic 326 and has determined it does not have a material financial impact. |
Capital Requirements, Liquidity
Capital Requirements, Liquidity and Going Concern Considerations | 3 Months Ended |
Mar. 31, 2023 | |
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 negative working capital of approximately $ 1.73 0.5 3.7 1.4 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 2023 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, 2023 | |
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, 2023 and December 31, 2022, the Company had the following revenue and accounts receivable concentrations: Schedule of Concentration Risk March 31, 2023 December 31, 2022 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable (Unaudited) Medicare payment 28 % 20 % 32 % 18 % |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable As of March 31, 2023 and December 31, 2022, the Company’s accounts receivable consisted of the following: Schedule of Accounts Receivable March 31, 2023 December 31, 2022 (Unaudited) Gross accounts receivable $ 1,163,270 $ 3,044,718 Less: allowance for doubtful accounts (85,979 ) (163,479 ) Accounts receivable, net $ 1,077,291 $ 2,881,239 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment The Company’s property and equipment consisted of the following at March 31, 2023 and December 31, 2022: Schedule of Property and Equipment Estimated Useful Life in Years March 31, 2023 December 31, 2022 (Unaudited) Leasehold improvements Shorter of asset or lease term $ 1,712,019 $ 2,233,603 Equipment 1.5 7 2,217,845 2,820,166 Total property and equipment 3,929,864 5,053,769 Less: accumulated depreciation (3,246,412 ) (3,476,977 ) Property and equipment, excluding construction 683,452 1,576,792 Construction in progress - 7,922 Total property and equipment, net $ 683,452 $ 1,584,714 Depreciation was $ 145,472 235,089 |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles Assets and Goodwill | Note 7 – Intangibles Assets and Goodwill The Company’s intangible assets and goodwill consisted of the following at March 31, 2023 and December 31, 2022: Schedule of Intangible Assets and Goodwill March 31, 2023 (Unaudited) Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (6,983,885 ) $ 956,513 Definite lived assets 7,940,398 (6,983,885 ) 956,513 Research and development 243,750 - 243,750 Total intangible assets and goodwill $ 8,184,148 $ (6,983,885 ) $ 1,200,263 December 31, 2022 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (6,939,916 ) $ 1,000,482 Non-compete agreements 3 391,000 (359,125 ) 31,875 Customer lists 3 77,000 (48,125 ) 28,875 Brand development 15 69,071 (8,596 ) 60,475 Definite lived assets 8,477,469 (7,355,762 ) 1,121,707 Research and development 243,750 - 243,750 Goodwill 4,499,796 (4,499,796 ) - Total intangible assets and goodwill $ 13,221,015 $ (11,855,558 ) $ 1,365,457 In January 2023, the Company sold the Louisiana Market which had a total intangible carrying amount of approximately $ 61,000 In February 2023, the Company sold the BackSpace retail clinics which had a total intangible carrying amount of approximately $ 60,000 In March 2022 the Company decided to close a clinic in Florida with a total intangible carrying amount of approximately $ 34,000 2,128,000 1,672,000 The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2022, 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 carrying value is greater than the estimated fair values of the reporting units as of December 31, 2022. A goodwill impairment loss of $ 4.5 Amortization was $ 44,352 211,683 The Company’s estimated future amortization of intangible assets was as follows: Schedule of Future Amortization of Intangible Assets Years Ending December 31, (Unaudited) 2023 (nine months) $ 131,904 2024 175,873 2025 175,873 2026 175,873 2027 175,873 Thereafter 121,118 Total $ 956,514 |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2023 | |
Operating Leases | |
Operating Leases | Note 8 – 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, 2023 and December 31, 2022, 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, 2023 Three Months Ended March 31, 2022 Operating lease expense $ 464,230 $ 410,066 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 (Unaudited) Undiscounted future minimum lease payments: 2023 (nine months) $ 832,959 2024 734,612 2025 468,745 2026 236,609 2027 73,823 Thereafter 81,691 Total 2,428,439 Amount representing imputed interest (166,441 ) Total operating lease liability 2,261,998 Current portion of operating lease liability (996,787 ) Operating lease liability, non-current $ 1,265,211 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable Set forth below is a summary of the Company’s outstanding debt as of March 31, 2023 and December 31, 2022: Schedule of Notes Payable March 31, December 31, 2023 2022 (Unaudited) Note payable $ 5,270 $ 13,093 Note payable to a financial institution in the amount of $ 200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $ 2,652 including principal and interest at 5 %, with a balloon payment of $ 60,000 which was paid on June 15, 2018. The note matured and has been paid in full. $ 5,270 $ 13,093 Note payable to a financial institution in the amount of $ 131,400 120 1,394 5 July 1, 2026 51,252 54,763 $ 112,800 60 2,129 5 June 1, 2024 30,890 36,840 Notes payable 87,412 104,696 Less: current portion: (44,318 ) (51,657 ) Notes payable, net of current portion $ 43,094 $ 53,039 Principal maturities of the Company’s notes payable are as follows: Schedule of Principal Maturities of Notes Payable Years Ending December 31, Amount 2023 (nine months) $ 34,373 2024 27,631 2025 15,813 2026 9,595 Total $ 87,412 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 10 – Stockholders’ Equity On October 5, 2020, the Company launched an at-the-market offering of up to $ 5,000,000 1,541,758 2.9 634,676 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 1,200,000 On July 6, 2022, the Company’s shareholders approved the Board of Directors’ proposal to increase the number of authorized shares of the Company’s common stock to 60,000,000 30,000,000 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 1,000,000 2,000,000 Stock Options As of March 31, 2023, the Company had issued stock options to purchase 131,050 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 300,000 150,000 On January 30, 2021, the Company granted an aggregate of 17,000 one year On October 27, 2021, the Company granted 10,000 On February 21, 2022, the Company granted 100,000 On October 15, 2022, the Company granted an aggregate of 300,000 |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 11 – 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% of up to 6 % of total compensation for those employees making salary deferrals 26,823 34,808 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – 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, 2023 and March 31, 2022, 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, 2022. As of March 31, 2023, the Company had no |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – 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 On April 15, 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 $ 2,921,868 11,530 On June 3, 2021, the Company received a request for payment from CMS in the amount of $ 2,918,472 5,327.73 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 20,000 On May 17, 2022, 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 $ 492,086.22 10,420.22 481,666.00 0.1 On December 9, 2022, the Company received a suspension of payment notification from Covent Bridge Group, a Center for Medicare & Medicaid Services contractor, for IMAC Regeneration Center of Kentucky. On December 22, 2022, the Company responded to the payment suspension with a Rebuttal of Notice. The suspension of payment will remain in effect until the Rebuttal of Notice is answered. Guidelines suggest a 30 to 45 day response time, although no response has been provided nor any explanation regarding the payment suspension as of the date of this filing. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 - Subsequent Events On April 1, 2023, the Company executed an agreement to sell the Chicago market. This sale included a portion of the held fixed assets, intangible associated with the MSA, and the allocation of the associated leases. The Company retained the remaining outstanding accounts receivables. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
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 entities which is consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (“Kentucky PC”) and IMAC Medical of Kentucky PSC (“Kentucky PSC”); 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. During January of 2023, the Company decided to close the operations at four underperforming clinic locations: Webster Groves, Lexington, Fort Pierce and Tampa. On January 27, 2023, the Company executed an agreement to sell all assets of IMAC of Louisiana, PC and Louisiana Orthopaedic & Sports Rehab, LLC for a total of $ 1.05 On March 1, 2023, the Company executed an agreement to sale The BackSpace, LLC to Curis Express, LLC. This sale eliminated IMAC Holdings, Inc. retail chiropractic division. In addition, the deal included all associated real estate leases and the rights to certain future potential expansion locations. |
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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified share-based compensation to salaries and benefits. |
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. 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. Starting in September 2022, the Company introduced hormone replacement therapy “HRT” and medical weight loss programs. The Company recognizes HRT and medical weight loss revenue as the services are provided. 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 recognizes 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. |
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, 2023 and December 31, 2022, were approximately $ 2.4 1.8 883,000 0.5 |
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 Contractual, Other Discounts and Doubtful Accounts | Allowance for Contractual, Other Discounts and Doubtful Accounts 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. In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, “Financial Instruments – Credit Losses.” This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. As a result, the Company changed its accounting policy for allowance for doubtful accounts using an expected losses model rather than using incurred losses. The new model is based on the credit losses expected to arise over the life of the asset based on the Company’s expectations as of the balance sheet date through analyzing historical customer data as well as taking into consideration current economic trends. As a smaller reporting Company pursuant to Rule 12b-2 of the Securities Exchange Act of 1934, as amended, these changes became effective for the Company on January 1, 2023. The adoption of ASU 2016-13 did not have a material financial impact on the Company’s condensed consolidated financial statements. The roll forward of the allowance for doubtful accounts for the three-months ended March 31. 2023 was as follows: Schedule of Allowance for Doubtful Accounts March 31, 2023 (Unaudited) Beginning balance $ 163,479 Bad debt expense 5,000 Write-offs (82,500 ) Ending balance $ 85,979 |
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, 2023, the Company decided to sell the assets of the Louisiana market and the BackSpace retail stores. The Louisiana market had a total intangible carrying amount of approximately $ 61,000 60,000 30,000 |
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 $ 75,000 370,000 |
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. |
Newly Adopted Accounting Pronouncement | Newly Adopted Accounting Pronouncement Topic 326 was effective for the Company beginning on January 1, 2023. This update requires a financial asset (or a group of financial assets) measured at amortized cost basis, to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The Company has evaluated the impact of Topic 326 and has determined it does not have a material financial impact. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The roll forward of the allowance for doubtful accounts for the three-months ended March 31. 2023 was as follows: Schedule of Allowance for Doubtful Accounts March 31, 2023 (Unaudited) Beginning balance $ 163,479 Bad debt expense 5,000 Write-offs (82,500 ) Ending balance $ 85,979 |
Concentration of Credit Risks (
Concentration of Credit Risks (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | As of March 31, 2023 and December 31, 2022, the Company had the following revenue and accounts receivable concentrations: Schedule of Concentration Risk March 31, 2023 December 31, 2022 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable (Unaudited) Medicare payment 28 % 20 % 32 % 18 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | As of March 31, 2023 and December 31, 2022, the Company’s accounts receivable consisted of the following: Schedule of Accounts Receivable March 31, 2023 December 31, 2022 (Unaudited) Gross accounts receivable $ 1,163,270 $ 3,044,718 Less: allowance for doubtful accounts (85,979 ) (163,479 ) Accounts receivable, net $ 1,077,291 $ 2,881,239 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment consisted of the following at March 31, 2023 and December 31, 2022: Schedule of Property and Equipment Estimated Useful Life in Years March 31, 2023 December 31, 2022 (Unaudited) Leasehold improvements Shorter of asset or lease term $ 1,712,019 $ 2,233,603 Equipment 1.5 7 2,217,845 2,820,166 Total property and equipment 3,929,864 5,053,769 Less: accumulated depreciation (3,246,412 ) (3,476,977 ) Property and equipment, excluding construction 683,452 1,576,792 Construction in progress - 7,922 Total property and equipment, net $ 683,452 $ 1,584,714 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The Company’s intangible assets and goodwill consisted of the following at March 31, 2023 and December 31, 2022: Schedule of Intangible Assets and Goodwill March 31, 2023 (Unaudited) Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (6,983,885 ) $ 956,513 Definite lived assets 7,940,398 (6,983,885 ) 956,513 Research and development 243,750 - 243,750 Total intangible assets and goodwill $ 8,184,148 $ (6,983,885 ) $ 1,200,263 December 31, 2022 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (6,939,916 ) $ 1,000,482 Non-compete agreements 3 391,000 (359,125 ) 31,875 Customer lists 3 77,000 (48,125 ) 28,875 Brand development 15 69,071 (8,596 ) 60,475 Definite lived assets 8,477,469 (7,355,762 ) 1,121,707 Research and development 243,750 - 243,750 Goodwill 4,499,796 (4,499,796 ) - Total intangible assets and goodwill $ 13,221,015 $ (11,855,558 ) $ 1,365,457 |
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, (Unaudited) 2023 (nine months) $ 131,904 2024 175,873 2025 175,873 2026 175,873 2027 175,873 Thereafter 121,118 Total $ 956,514 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 Three Months Ended March 31, 2022 Operating lease expense $ 464,230 $ 410,066 |
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 (Unaudited) Undiscounted future minimum lease payments: 2023 (nine months) $ 832,959 2024 734,612 2025 468,745 2026 236,609 2027 73,823 Thereafter 81,691 Total 2,428,439 Amount representing imputed interest (166,441 ) Total operating lease liability 2,261,998 Current portion of operating lease liability (996,787 ) Operating lease liability, non-current $ 1,265,211 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Set forth below is a summary of the Company’s outstanding debt as of March 31, 2023 and December 31, 2022: Schedule of Notes Payable March 31, December 31, 2023 2022 (Unaudited) Note payable $ 5,270 $ 13,093 Note payable to a financial institution in the amount of $ 200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $ 2,652 including principal and interest at 5 %, with a balloon payment of $ 60,000 which was paid on June 15, 2018. The note matured and has been paid in full. $ 5,270 $ 13,093 Note payable to a financial institution in the amount of $ 131,400 120 1,394 5 July 1, 2026 51,252 54,763 $ 112,800 60 2,129 5 June 1, 2024 30,890 36,840 Notes payable 87,412 104,696 Less: current portion: (44,318 ) (51,657 ) Notes payable, net of current portion $ 43,094 $ 53,039 |
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 2023 (nine months) $ 34,373 2024 27,631 2025 15,813 2026 9,595 Total $ 87,412 |
Schedule of Allowance for Doubt
Schedule of Allowance for Doubtful Accounts (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 163,479 | |
Bad debt expense | 5,000 | |
Write-offs | (82,500) | |
Ending balance | $ 85,979 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 27, 2023 | Dec. 31, 2022 | |
Assets | $ 5,842,800 | $ 11,081,606 | |||
Liabilities | 4,845,845 | 6,430,350 | |||
Cash equivalents | 0 | 0 | |||
Intangible assets carrying amount | $ 30,000 | 1,200,263 | $ 30,000 | 1,365,457 | |
Impairment loss | $ 34,000 | ||||
Marketing and advertising expense | 74,543 | $ 370,488 | |||
Variable Interest Entities [Member] | |||||
Assets | 2,400,000 | 1,800,000 | |||
Liabilities | 883,000 | $ 500,000 | |||
Orthopaedic And Rehab LLC [Member] | |||||
Cash | $ 1,050,000 | ||||
Back Space Retail Stores [Member] | |||||
Intangible assets carrying amount | 61,000 | ||||
Impairment loss | $ 60,000 |
Capital Requirements, Liquidi_2
Capital Requirements, Liquidity and Going Concern Considerations (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Working capital | $ 1,730,000 | $ 500,000 | |
Net loss | 3,698,653 | $ 3,162,125 | |
Net cash provided by used in operating activities | $ 1,417,578 | $ 2,592,551 |
Schedule of Concentration Risk
Schedule of Concentration Risk (Details) - Medicare Payments [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 28% | 32% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 20% | 18% |
Concentration of Credit Risks_2
Concentration of Credit Risks (Details Narrative) | Mar. 31, 2023 USD ($) |
Risks and Uncertainties [Abstract] | |
Cash FDIC isured amount | $ 250,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,163,270 | $ 3,044,718 |
Less: allowance for doubtful accounts | (85,979) | (163,479) |
Accounts receivable, net | $ 1,077,291 | $ 2,881,239 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,929,864 | $ 5,053,769 |
Less: accumulated depreciation | (3,246,412) | (3,476,977) |
Property and equipment, excluding construction | 683,452 | 1,576,792 |
Construction in progress | 7,922 | |
Total property and equipment, net | 683,452 | 1,584,714 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,712,019 | 2,233,603 |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Shorter of Lease Term or Asset Utility [Member] | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,217,845 | $ 2,820,166 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 1 year 6 months | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 145,472 | $ 235,089 |
Schedule of Intangible Assets a
Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, accumulated amortization and impairment | $ (4,499,796) | ||
Intangible assets, net | $ 956,514 | ||
Total intangible assets and goodwill, cost | 8,184,148 | 13,221,015 | |
Total intangible assets and goodwill, accumulated amortization | (6,983,885) | (11,855,558) | |
Total intangible assets and goodwill, net | 1,200,263 | 1,365,457 | $ 30,000 |
Goodwill, cost | 4,499,796 | ||
Goodwill, net | |||
Definite Lived Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, cost | 7,940,398 | 8,477,469 | |
Intangible assets, accumulated amortization and impairment | (6,983,885) | (7,355,762) | |
Intangible assets, net | 956,513 | 1,121,707 | |
Research and Development Expense [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, cost | 243,750 | 243,750 | |
Intangible assets, accumulated amortization and impairment | |||
Intangible assets, net | $ 243,750 | $ 243,750 | |
Customer Lists [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 3 years | ||
Intangible assets, cost | $ 77,000 | ||
Intangible assets, accumulated amortization and impairment | (48,125) | ||
Intangible assets, net | $ 28,875 | ||
Brand Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 15 years | ||
Intangible assets, cost | $ 69,071 | ||
Intangible assets, accumulated amortization and impairment | (8,596) | ||
Intangible assets, net | $ 60,475 | ||
Management Service Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 10 years | 10 years | |
Intangible assets, cost | $ 7,940,398 | $ 7,940,398 | |
Intangible assets, accumulated amortization and impairment | (6,983,885) | (6,939,916) | |
Intangible assets, net | $ 956,513 | $ 1,000,482 | |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 3 years | ||
Intangible assets, cost | $ 391,000 | ||
Intangible assets, accumulated amortization and impairment | (359,125) | ||
Intangible assets, net | $ 31,875 |
Schedule of Future Amortization
Schedule of Future Amortization of Intangible Assets (Details) | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (nine months) | $ 131,904 |
2024 | 175,873 |
2025 | 175,873 |
2026 | 175,873 |
2027 | 175,873 |
Thereafter | 121,118 |
Total | $ 956,514 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Sep. 20, 2022 | Mar. 31, 2022 | |
Impairment of intangible assets | $ 34,000 | ||||||
Goodwill impairment loss | $ 4,500,000 | ||||||
Amortization of intangible assets | $ 44,352 | $ 211,683 | |||||
Louisiana Market [Member] | |||||||
Impairment of intangible assets | $ 61,000 | ||||||
BackSpace Retail Clinics [Member] | |||||||
Impairment of intangible assets | $ 60,000 | ||||||
IMAC Illinois MSA [Member] | |||||||
Impairment of intangible assets | $ 2,128,000 | ||||||
IMAC Kentucky MSA [Member] | |||||||
Impairment of intangible assets | $ 1,672,000 |
Schedule of Operating Lease Cos
Schedule of Operating Lease Cost (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Leases | ||
Operating lease expense | $ 464,230 | $ 410,066 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 (nine months) | $ 832,959 | |
2024 | 734,612 | |
2025 | 468,745 | |
2026 | 236,609 | |
2027 | 73,823 | |
Thereafter | 81,691 | |
Total | 2,428,439 | |
Amount representing imputed interest | (166,441) | |
Total operating lease liability | 2,261,998 | |
Current portion of operating lease liability | (996,787) | $ (1,368,016) |
Operating lease liability, non-current | $ 1,265,211 | $ 2,654,104 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Notes payable | $ 87,412 | $ 104,696 |
Less: current portion | (44,318) | (51,657) |
Notes payable, net of current portion | 43,094 | 53,039 |
Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable | 5,270 | 13,093 |
Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable | 51,252 | 54,763 |
Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable | $ 30,890 | $ 36,840 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | Mar. 01, 2019 USD ($) Installment | Nov. 15, 2017 USD ($) Installment | Aug. 01, 2016 USD ($) Installment | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 15, 2018 USD ($) |
Short-Term Debt [Line Items] | ||||||
Notes payable | $ 87,412 | $ 104,696 | ||||
Notes Payable One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable | 5,270 | 13,093 | ||||
Notes Payable Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable | 51,252 | 54,763 | ||||
Notes Payable Three [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable | $ 30,890 | $ 36,840 | ||||
Notes Payable Three [Member] | Advantage Therapy LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable | $ 112,800 | |||||
Number of installments | Installment | 60 | |||||
Debt instrument, periodic payment | $ 2,129 | |||||
Debt instrument interest rate | 5% | |||||
Debt instrument maturity date | Jun. 01, 2024 | |||||
Financial Institution [Member] | Notes Payable One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable | $ 200,000 | |||||
Number of installments | Installment | 66 | |||||
Debt instrument, periodic payment | $ 2,652 | |||||
Debt instrument interest rate | 5% | |||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 60,000 | |||||
Financial Institution [Member] | Notes Payable Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable | $ 131,400 | |||||
Number of installments | Installment | 120 | |||||
Debt instrument, periodic payment | $ 1,394 | |||||
Debt instrument interest rate | 5% | |||||
Debt instrument maturity date | Jul. 01, 2026 |
Schedule of Principal Maturitie
Schedule of Principal Maturities of Notes Payable (Details) | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (nine months) | $ 34,373 |
2024 | 27,631 |
2025 | 15,813 |
2026 | 9,595 |
Total | $ 87,412 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2023 | Oct. 15, 2022 | 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, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Jul. 06, 2022 | Jul. 05, 2022 | Dec. 31, 2021 | May 31, 2018 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Proceeds from common stock | $ 16,650 | $ 148,560 | ||||||||||||||||||
Stock issued during period, value | $ 16,650 | $ 148,560 | ||||||||||||||||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | 60,000,000 | 30,000,000 | |||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Number of RSU shares granted | 300,000 | 30,000 | 277,500 | |||||||||||||||||
Number of RSU shares issued | 150,000 | |||||||||||||||||||
Non-qualified Stock Options [Member] | Various Employees [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Number of shares, granted | 131,050 | |||||||||||||||||||
Vesting period | 4 years | |||||||||||||||||||
vesting percentage | 25% | |||||||||||||||||||
Remaining vesting percentage | 75% | |||||||||||||||||||
2018 Incentive Compensation Plan Member [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Reserving for issuance | 1,000,000 | 1,000,000 | ||||||||||||||||||
2018 Incentive Compensation Plan Member [Member] | Maximum [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Reserving for issuance | 2,000,000 | |||||||||||||||||||
Underwriters [Member] | IPO [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [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 | |||||||||||||||||||
Stock issued during period, value | $ 115,000 | |||||||||||||||||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Percentage of over-allotment option exercised | 15% | |||||||||||||||||||
Non-executive Staff and Contractors [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Vesting period | 1 year | |||||||||||||||||||
Number of RSU shares granted | 17,000 | |||||||||||||||||||
Consultant [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Number of RSU shares granted | 10,000 | |||||||||||||||||||
Executive [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Number of RSU shares granted | 100,000 | |||||||||||||||||||
Board [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Number of RSU shares granted | 300,000 | |||||||||||||||||||
Ascendiant Capital Markets [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Proceeds from common stock | $ 17,000,000 | |||||||||||||||||||
Stock issued during period, shares, new issues | 10,625,000 | |||||||||||||||||||
Issuance initial public offering | $ 1,200,000 | |||||||||||||||||||
Payment for indebtedness | $ 1,800,000 | |||||||||||||||||||
At The Market Issuance Sales Agreement [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Stock issued during period, value, issued for services | $ 5,000,000 | |||||||||||||||||||
Sale of stock , shares | 1,541,758 | 0 | 634,676 | |||||||||||||||||
Proceeds from common stock | $ 2,900,000 | |||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Stock issued during period, shares, new issues | 810,811 | |||||||||||||||||||
Stock Purchase Agreement [Member] | Louisiana Acquistion [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [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, 2023 | Mar. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions description | Additionally, the Company is required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals | |
Maximum annual contributions per employee, amount | $ 26,823 | $ 34,808 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | ||
Unrecognized tax benefits | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Contractor [Member] - Covent Bridge Group [Member] - USD ($) | May 17, 2022 | Oct. 21, 2021 | Apr. 15, 2021 | Mar. 31, 2023 | May 27, 2022 | Dec. 31, 2021 | Jun. 03, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Overpaid amount | $ 10,420.22 | $ 2,716,056.33 | $ 2,921,868 | ||||
Statistical extrapolation amount | $ 6,791.33 | $ 11,530 | |||||
Accounts payable | $ 481,666 | $ 2,709,265 | $ 2,918,472 | ||||
Actual overpayment amount | 5,327.73 | ||||||
Accounts payable | $ 20,000 | ||||||
Recoupment balance amount | $ 100,000 | ||||||
Advantage Therapy [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Overpaid amount | $ 492,086.22 |