Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35141 | |
Entity Registrant Name | RENNOVA HEALTH, INC. | |
Entity Central Index Key | 0000931059 | |
Entity Tax Identification Number | 68-0370244 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 400 S. Australian Avenue | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | (561) | |
Local Phone Number | 855-1626 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,350,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 199,632 | $ 25,353 |
Accounts receivable, net | 499,454 | |
Inventory | 490,988 | 445,415 |
Prepaid expenses and other current assets | 175,162 | 148,522 |
Income tax refunds receivable | 1,139,226 | 1,420,251 |
Current assets of discontinued operations | 184,510 | |
Total current assets | 2,005,008 | 2,723,505 |
Property and equipment, net | 7,515,703 | 7,814,435 |
Intangibles, net | 259,443 | 259,443 |
Investments | 8,500,000 | |
Deposits | 282,163 | 263,621 |
Right-of-use assets | 910,541 | 1,000,272 |
Non-current assets of discontinued operations | 152,298 | 200,815 |
Total assets | 19,625,156 | 12,262,091 |
Current liabilities: | ||
Accounts payable (includes related party amounts of $0.4 million and $0.3 million, respectively) | 15,969,902 | 14,251,851 |
Checks issued in excess of bank account balance | 203,784 | 84,760 |
Accrued expenses (includes related party amounts of $0.3 million and $0.2 million, respectively) | 17,975,899 | 19,135,569 |
Income taxes payable | 1,157,812 | 1,438,837 |
Current portion of notes payable | 6,394,997 | 4,786,976 |
Current portion of note payable, related party | 2,627,000 | 2,097,000 |
Current portion of finance lease obligations | 249,985 | 249,985 |
Current portion of debentures | 12,690,539 | 12,690,539 |
Current portion of right-of-use operating lease obligations | 217,937 | 172,952 |
Derivative liabilities | 455,336 | 455,336 |
Current liabilities of discontinued operations | 1,532,782 | 3,814,245 |
Total current liabilities | 59,475,973 | 59,178,050 |
Other liabilities: | ||
Notes payable, net of current portion | 797,007 | 1,196,256 |
Right-of-use operating lease obligations, net of current portion | 692,604 | 827,320 |
Non-current liabilities of discontinued operations | 78,217 | |
Total liabilities | 60,965,584 | 61,279,843 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 10,000,000,000 shares authorized, 10,000,000 and 39,648 shares issued and outstanding, respectively | 1,000 | 4 |
Additional paid-in-capital | 971,608,828 | 819,498,236 |
Accumulated deficit | (1,012,970,661) | (868,536,506) |
Total stockholders’ deficit | (41,340,428) | (49,017,752) |
Total liabilities and stockholders’ deficit | 19,625,156 | 12,262,091 |
Series H Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | ||
Series F Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 17,500 | 17,500 |
Series L Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 2,500 | 2,500 |
Series M Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 214 | 220 |
Series N Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 163 | 294 |
Series O Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | $ 28 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts payable related parties | $ 0.4 | $ 0.3 |
Accrued expenses related parties | $ 0.3 | $ 0.2 |
Preferred stock par value | $ 0.01 | |
Preferred stock shares authorized | 5,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock shares issued | 10,000,000 | 39,648 |
Common stock shares outstanding | 10,000,000 | 39,648 |
Series H Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 14,202 | 14,202 |
Preferred stock shares issued | 10 | 10 |
Preferred stock shares outstanding | 10 | 10 |
Series F Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 1,750,000 | 1,750,000 |
Preferred stock shares issued | 1,750,000 | 1,750,000 |
Preferred stock shares outstanding | 1,750,000 | 1,750,000 |
Series L Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 250,000 | 250,000 |
Preferred stock shares issued | 250,000 | 250,000 |
Preferred stock shares outstanding | 250,000 | 250,000 |
Series M Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 30,000 | 30,000 |
Preferred stock shares issued | 21,380 | 22,000 |
Preferred stock shares outstanding | 21,380 | 22,000 |
Series N Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 50,000 | 50,000 |
Preferred stock shares issued | 16,369 | 29,434 |
Preferred stock shares outstanding | 16,369 | 29,434 |
Series O Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 10,000 | 10,000 |
Preferred stock shares issued | 2,750 | 0 |
Preferred stock shares outstanding | 2,750 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenues | $ 928,849 | $ 2,069,019 | $ 278,157 | $ 3,910,109 |
Operating expenses: | ||||
Direct costs of revenues | 1,269,302 | 2,669,112 | 2,866,400 | 5,345,649 |
General and administrative expenses | 2,105,888 | 2,399,391 | 4,896,367 | 5,332,405 |
Depreciation and amortization | 193,640 | 181,091 | 378,864 | 345,798 |
Total operating expenses | 3,568,830 | 5,249,594 | 8,141,631 | 11,023,852 |
Loss from continuing operations before other income (expense) and income taxes | (2,639,981) | (3,180,575) | (7,863,474) | (7,113,743) |
Other income (expense): | ||||
Other income/expense, net | 2,008,597 | 6,895,827 | 4,486,246 | 6,790,061 |
Gain from legal settlements, net | 31,050 | 1,096,613 | 22,190 | 1,096,613 |
Interest expense | (889,763) | (2,658,510) | (1,802,387) | (5,548,770) |
Total other income (expense), net | 1,149,884 | 5,333,930 | 2,706,049 | 2,337,904 |
Net income (loss) from continuing operations before income taxes | (1,490,097) | 2,153,355 | (5,157,425) | (4,775,839) |
Benefit from income taxes | (1,118,485) | |||
Net income (loss) from continuing operations | (1,490,097) | 2,153,355 | (5,157,425) | (3,657,354) |
Loss from discontinued operations | (165,737) | (31,727) | (392,403) | (12,796) |
Gain on sale | 10,727,152 | 10,727,152 | ||
Total income (loss) from discontinued operations | 10,561,415 | (31,727) | 10,334,749 | (12,796) |
Net income (loss) | 9,071,318 | 2,121,628 | 5,177,324 | (3,670,150) |
Deemed dividends | (99,253,330) | (3,150,368) | (149,611,479) | (3,150,368) |
Net loss available to common stockholders | $ (90,182,012) | $ (1,028,740) | $ (144,434,155) | $ (6,820,518) |
Net loss per share of common stock available to common stockholders- basic and diluted: | ||||
Continuing operations | $ (13.78) | $ (1,007.08) | $ (40.74) | $ (6,904.38) |
Discontinued operations | 1.44 | (32.05) | 2.72 | (12.98) |
Total basic and diluted | $ (12.34) | $ (1,039.13) | $ (38.02) | $ (6,917.36) |
Weighted average number of shares of common stock outstanding during the period: | ||||
Basic and diluted | 7,310,286 | 990 | 3,799,062 | 986 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 20,000 | $ 510,402,293 | $ (586,942,014) | $ (76,519,721) | |
Beginning balance, shares at Dec. 31, 2019 | 2,000,010 | 965 | |||
Conversion of Series I-2 Preferred Stock into common stock | 25,000 | 25,000 | |||
Conversion of Series I-2 Preferred stock into common stock, shares | 25 | ||||
Net income | (5,791,778) | (5,791,778) | |||
Ending balance, value at Mar. 31, 2020 | $ 20,000 | 510,427,293 | (592,733,792) | (82,286,499) | |
Ending balance, shares at Mar. 31, 2020 | 2,000,010 | 990 | |||
Beginning balance, value at Dec. 31, 2019 | $ 20,000 | 510,402,293 | (586,942,014) | (76,519,721) | |
Beginning balance, shares at Dec. 31, 2019 | 2,000,010 | 965 | |||
Net income | (3,670,150) | ||||
Ending balance, value at Jun. 30, 2020 | $ 20,220 | 532,427,073 | (593,762,532) | (61,315,239) | |
Ending balance, shares at Jun. 30, 2020 | 2,022,010 | 990 | |||
Beginning balance, value at Mar. 31, 2020 | $ 20,000 | 510,427,293 | (592,733,792) | (82,286,499) | |
Beginning balance, shares at Mar. 31, 2020 | 2,000,010 | 990 | |||
Exchange of Series K Preferred Stock for Series L Preferred Stock | $ (2,500) | (2,500) | |||
Exchange of Series K Preferred Stock for Series L Preferred Stock, shares | (250,000) | ||||
Issuance of Series L Preferred Stock | $ 2,500 | 2,500 | |||
Issuance of Series L Preferred Stock, shares | 250,000 | ||||
Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest | $ 220 | 21,999,780 | 22,000,000 | ||
Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest, shares | 22,000 | ||||
Deemed dividend from issuance of Series M Preferred Stock | (3,150,368) | (3,150,368) | |||
Deemed dividend from issuance of Series M Preferred Stock, shares | |||||
Net income | 2,121,628 | 2,121,628 | |||
Ending balance, value at Jun. 30, 2020 | $ 20,220 | 532,427,073 | (593,762,532) | (61,315,239) | |
Ending balance, shares at Jun. 30, 2020 | 2,022,010 | 990 | |||
Beginning balance, value at Dec. 31, 2020 | $ 20,514 | $ 4 | 819,498,236 | (868,536,506) | (49,017,752) |
Beginning balance, shares at Dec. 31, 2020 | 2,051,444 | 39,648 | |||
Conversion of Series N Preferred Stock into common stock | $ (42) | $ 44 | (2) | ||
Conversion of Series N Preferred Stock into common stock, shares | (4,177) | 435,082 | |||
Deemed dividends | 50,358,149 | (50,358,149) | |||
Net income | (3,893,994) | (3,893,994) | |||
Ending balance, value at Mar. 31, 2021 | $ 20,472 | $ 48 | 869,856,383 | (922,788,649) | (52,911,746) |
Ending balance, shares at Mar. 31, 2021 | 2,047,267 | 474,730 | |||
Beginning balance, value at Dec. 31, 2020 | $ 20,514 | $ 4 | 819,498,236 | (868,536,506) | (49,017,752) |
Beginning balance, shares at Dec. 31, 2020 | 2,051,444 | 39,648 | |||
Net income | 5,177,324 | ||||
Ending balance, value at Jun. 30, 2021 | $ 20,405 | $ 1,000 | 971,608,828 | (1,012,970,661) | (41,340,428) |
Ending balance, shares at Jun. 30, 2021 | 2,040,509 | 10,000,000 | |||
Beginning balance, value at Mar. 31, 2021 | $ 20,472 | $ 48 | 869,856,383 | (922,788,649) | (52,911,746) |
Beginning balance, shares at Mar. 31, 2021 | 2,047,267 | 474,730 | |||
Conversion of Series N Preferred Stock into common stock | $ (89) | $ 907 | (818) | ||
Conversion of Series N Preferred Stock into common stock, shares | (8,888) | 9,075,270 | |||
Conversion of Series M Preferred Stock into common stock | $ (6) | $ 45 | (39) | ||
Conversion of Series M Preferred Stock into common stock, shares | (620) | 450,000 | |||
Issuance of Series O Preferred Stock | $ 28 | 2,499,972 | 2,500,000 | ||
Issuance of Series O Preferred stock, shares | 2,750 | ||||
Deemed dividends | 99,253,330 | (99,253,330) | |||
Net income | 9,071,318 | 9,071,318 | |||
Ending balance, value at Jun. 30, 2021 | $ 20,405 | $ 1,000 | $ 971,608,828 | $ (1,012,970,661) | $ (41,340,428) |
Ending balance, shares at Jun. 30, 2021 | 2,040,509 | 10,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss from continuing operations | $ (1,490,097) | $ 2,153,355 | $ (5,157,425) | $ (3,657,354) | |
Adjustments to reconcile net loss to net cash (used in) provided by operations: | |||||
Depreciation and amortization | 193,640 | 181,091 | 378,864 | 345,798 | |
Amortization of debt discount | 27,630 | 63,695 | |||
Net gain from legal settlements | (31,050) | (1,096,613) | (22,190) | (1,096,613) | |
Other income from federal government provider relief funds | (4,400,000) | (7,483,830) | |||
Loss on sales of accounts receivable under sale agreements | 249,500 | $ (1,200,000) | |||
Income (loss) from discontinued operations | 10,334,749 | (12,796) | |||
Gain on sale of discontinued operations | (10,727,152) | (10,727,152) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 920,577 | 1,328,369 | |||
Inventory | (45,573) | (75,732) | |||
Prepaid expenses and other current assets | (26,640) | (16,935) | |||
Security deposits | (18,542) | 9,872 | |||
Change in right-of-use assets | 89,731 | (160,421) | |||
Accounts payable and checks issued in excess of bank balances | 1,837,074 | (1,973,633) | |||
Accrued expenses | 3,126,033 | 4,492,549 | |||
Change in right-of-use operating lease obligations | (89,731) | 118,899 | |||
Income tax assets and liabilities | (1,118,485) | ||||
Net cash used in operating activities of continuing operations | (3,772,595) | (8,987,117) | |||
Net cash provided by (used in) operating activities of discontinued operations | 40,098 | (136,313) | |||
Net cash used in operating activities | (3,732,497) | (9,123,430) | |||
Cash flows from investing activities: | |||||
Purchases of property and equipment | (80,132) | (10,435) | |||
Net cash used in investing activities of continuing operations | (80,132) | (10,435) | |||
Cash flows from financing activities: | |||||
Proceeds from issuance of related party note payable and advances | 890,000 | 4,595,553 | |||
Payment on related party note payable and advances | (360,000) | (3,251,387) | |||
Payments of debentures | (720,000) | ||||
Proceeds from issuances of notes payable | 1,245,000 | 1,077,116 | |||
Payments on notes payable | (100,508) | (793,715) | |||
Proceeds from sale of accounts receivable under sales agreement | 465,000 | ||||
Receivables paid under accounts receivable sales agreements | (247,986) | (1,073,854) | |||
Proceeds from issuance of Series O Preferred Stock | 2,500,000 | ||||
Federal government provider relief funds | 7,483,830 | ||||
Proceeds from Paycheck Protection Program notes payable | 2,264,200 | ||||
Payments on capital lease obligations | (100,707) | ||||
Net cash provided by financing activities of continuing operations | 3,926,506 | 9,946,036 | |||
Net cash provided by (used in) financing activities of discontinued operations | 60,402 | (18,256) | |||
Net cash provided by financing activities | 3,986,908 | 9,927,780 | |||
Net change in cash | 174,279 | 793,915 | |||
Cash at beginning of period | 25,353 | 16,933 | 16,933 | ||
Cash at end of period | $ 199,632 | $ 810,848 | $ 199,632 | $ 810,848 | $ 25,353 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Description of Business Rennova Health, Inc. (“Rennova”, together with its subsidiaries, the “Company”, “we”, “us” or “our”) is a provider of health care services. The Company owns one operating hospital in Oneida, Tennessee, a hospital located in Jamestown, Tennessee that it plans to reopen and operate, a physician’s office in Jamestown, Tennessee that it plans to reopen and a rural clinic in Kentucky. The Company’s operations consist of only one business segment. Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the consolidated financial statements as filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of June 30, 2021, the results of its operations and changes in stockholders’ deficit for the three and six months ended June 30, 2021 and 2020 and its cash flows for the six months ended June 30, 2021 and 2020. Such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2021 may not be indicative of results for the year ending December 31, 2021. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), include the accounts of Rennova and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. Comprehensive Loss During the three and six months ended June 30, 2021 and 2020, comprehensive loss was equal to the net loss amounts presented in the accompanying unaudited condensed consolidated statements of operations. Reclassifications Certain items in the statement of operations for the six months ended June 30, 2021 were reclassified for comparison purposes. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include the estimates of fair values of assets acquired and liabilities assumed in business combinations, including hospital acquisitions, the fair values of consideration received from the sale of subsidiaries, reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, the valuation of equity and derivative instruments, deemed dividends and debt discounts, among others. Actual results could differ from those estimates and would impact future results of operations and cash flows. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. Reverse Stock Splits On July 22, 2020, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation to effect a 1-for-10,000 reverse stock split 1-for-1,000 reverse stock split As a result of the Reverse Stock Splits, every 10,000 shares of the Company’s common stock then outstanding was combined and automatically converted into one share of the Company’s common stock every 1,000 shares of the Company’s then outstanding common stock was combined and automatically converted into one share of the Company’s common stock The par value and other terms of the common stock were not affected by the Reverse Stock Splits. The authorized capital of the Company of 10,000,000,000 5,000,000 Sale of Health Technology Solutions, Inc. and Advanced Molecular Services, Inc. On June 25, 2021, the Company sold its subsidiaries, Health Technology Solutions, Inc. (“HTS”) and Advanced Molecular Services, Inc. (“AMSG”), including their subsidiaries, to VisualMED Clinical Solutions Corp. (“VisualMED”). HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. In consideration for the shares of HTS and AMSG and the elimination of intercompany debt among the Company and HTS and AMSG, VisualMED issued the Company 14,000 shares of its Series B Non-Voting Convertible Preferred Stock (the “VisualMED Series B Preferred Stock”). The number of shares of VisualMED Series B Preferred Stock will be subject to a post-closing adjustment. Each share of VisualMED Series B Preferred Stock has a stated value of $ 1,000 and is convertible into that number of shares of VisualMED common stock equal to the stated value divided by 90 % of the average closing price of the VisualMED common stock during the 10 trading days immediately prior to the conversion date. Conversion of the VisualMED Series B Preferred Stock, however, is subject to the limitation that no conversion can be made to the extent the holder’s beneficial interest (as defined pursuant to the terms of the VisualMED Series B Preferred Stock) in the common stock of VisualMED would exceed 4.99%. The shares of the VisualMED Series B Preferred Stock may be redeemed by VisualMED upon payment of the stated value of the shares plus any accrued declared and unpaid dividends. As a result of the sale, the Company has recorded the VisualMED Series B Preferred Stock as a long-term asset valued at $ 8.5 million at June 30, 2021 and a gain on the sale of HTS and AMSG of $ 10.7 million in the six months ended June 30, 2021, of which $ 8.5 million resulted from the value of the VisualMED Series B Preferred Stock and $ 2.2 million resulted from the transfer to VisualMED of the net liabilities of HTS and AMSG. See Note 14 for a discussion of the assumptions used in the valuation of the VisualMed Series B Preferred Stock. The financial results of HTS and AMSG, including the gain on sale, are reflected as discontinued operations in the Company’s consolidated financial statements. See Note 14. Revenue Recognition We recognize revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606),” ● The parties have approved the contract either in writing; orally by acknowledgement; or implicitly, based on customary business practices. ● Each party’s rights and the contract’s payment terms are identified. ● The contract has commercial substance. ● Collection is probable. We review our calculations for the realizability of gross revenues monthly to make certain that we are properly allowing for the uncollectable portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer groups and within our service offerings. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly with a greater weight being given to the most recent trends; this process is adjusted based on recent changes in underlying contract provisions. This calculation is routinely analyzed by us based on actual allowances issued by payers and the actual payments made to determine what adjustments, if any, are needed. Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Our net revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Net revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). There were no adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during the three and six months ended June 30, 2021 and 2020. The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment. Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive. The federal poverty level is established by the federal government and is based on income and family size. The Company considers the poverty level in determining whether patients qualify for free or reduced cost of care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in net revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care. In implementing the uninsured discount policy, we may first attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable (the “hindsight analysis”) as a primary source of information in estimating the collectability of our accounts receivable. We perform the hindsight analysis quarterly, utilizing rolling accounts receivable collection and write off data. We believe our quarterly updates to the estimated contractual allowance amounts and to the estimated implicit price concessions at each of our facilities provide reasonable estimates of our net revenues and valuation of our accounts receivable. For the three months ended June 30, 2021 and 2020, we recorded estimated contractual allowances of $ 4.0 8.4 1.3 2.7 9.5 18.9 4.3 4.0 Contractual Allowances and Doubtful Accounts Policy Accounts receivable are reported at realizable value, net of contractual allowances and estimated implicit price concessions (also referred to as doubtful accounts), which are estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimating and reviewing the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for contractual allowances and doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues which may impact the receivables or reserve estimates. Receivables deemed to be uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. Revisions to the allowances for doubtful accounts are recorded as an adjustment to revenues. As required by Topic 606, after estimated implicit price concessions and contractual and related allowance adjustments to revenues of $ 5.3 11.1 0.9 2.1 13.8 22.9 0.3 3.9 Leases in Accordance with ASU No. 2016-02 We account for leases in accordance with ASU No. 2016-02, Leases (Topic 842) Impairment or Disposal of Long-Lived Assets We account for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant and Equipment The Company did not record an asset impairment charge during the three and six months ended June 30, 2021 and 2020. Fair Value Measurements We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. We applied the Level 3 fair value hierarchy in determining the fair value of the VisualMed Series B Preferred Stock on June 30, 2021 as more fully discussed in Note 14. Derivative Financial Instruments, Including the Adoption of ASU 2017-11 In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815).” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings (loss) per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common stockholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). When the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. The incremental value of warrants as a result of the down round provisions of $ 99.3 149.6 no Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. When projected future taxable income is insufficient to provide for the realization of deferred tax assets, the Company recognizes a valuation allowance. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2021 and December 31, 2020. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings (loss) per share. Basic earnings (loss) per share of common stock is calculated by dividing net earnings (loss) available to common stockholders by the weighted-average shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted earnings (loss) per share is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants outstanding for the period as determined using the treasury stock method. For purposes of the diluted net loss per share calculation, common stock equivalents are excluded from the calculation when their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss available to common stockholders. See Note 3 for the computation of the loss per share for the three and six months ended June 30, 2021 and 2020. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Financial Condition | Note 2 – Liquidity and Financial Condition Jamestown Regional Medical Center Following an inspection at Jamestown Regional Medical Center it was determined that several conditions of participation in its Medicare agreement were deficient and the hospital failed to adequately correct the deficiencies. As a result, on June 12, 2019, Jamestown Regional Medical Center’s Medicare agreement was terminated. A significant percentage of patients at Jamestown Regional Medical Center are covered by Medicare and without any ability to get paid for these services the Company suspended operations at the hospital. The Company plans to reopen the hospital upon securing adequate capital to do so. The reopening plans have also been disrupted by the coronavirus (“COVID-19”) pandemic and the timing of the reopening has been delayed and is now intended that the re-opening process will be initiated in before the end of 2021. Jellico Community Hospital Effective March 5, 2019, the Company acquired certain assets related to Jellico Community Hospital. On March 1, 2021, the Company closed Jellico Community Hospital, after the city of Jellico issued a 30-day termination notice for the lease of the building. The closure reduced operating losses and the monthly cash deficit for the Company. The collections of receivables for the hospital have been negatively impacted by the closure and mean a significant shortfall in the amount required to satisfy liabilities at the facility. Impact of the Pandemic COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. We have been closely monitoring the COVID-19 pandemic and its impact on our operations and we have taken steps intended to minimize the risk to our employees and patients. These steps have increased our costs and our revenues have been significantly adversely affected. Demand for hospital services has substantially decreased. As more fully discussed in Note 6, we have received Paycheck Protection Program (“PPP”) loans. We have also received Health and Human Services (“HHS”) Provider Relief Funds from the federal government as more fully discussed below. If the COVID-19 pandemic continues for a further extended period, we expect to incur significant losses and additional financial assistance may be required. Going forward, the Company is unable to determine the extent to which the COVID-19 pandemic will continue to affect its business. The nature and effect of the COVID-19 pandemic on our balance sheet and results of operations will depend on the severity and length of the pandemic in our service areas; government activities to mitigate the pandemic’s effect; regulatory changes in response to the pandemic, especially those affecting rural hospitals; and existing and potential government assistance that may be provided. HHS Provider Relief Funds The Company received Provider Relief Funds from the United States Department of HHS provided to eligible healthcare providers out of the $ 100 billion Public Health and Social Services Emergency Fund provided for in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The funds were allocated to eligible healthcare providers for expenses and lost revenue attributable to the COVID-19 pandemic. The funds were being released in tranches, and HHS partnered with UnitedHealth Group to distribute the initial $ 30 billion in funds by direct deposit to providers. As of June 30, 2021, our facilities have received approximately $ 12.4 million in relief funds. The fund payments are grants, not loans, and HHS will not require repayment, but the funds must be used only for grant approved purposes. Based on an analysis of the compliance and reporting requirements of the Provider Relief Funds and the impact of the pandemic on our operating results through June 30, 2021,we have recognized the full amount of these funds as income as of June 30, 2021 of which $ 7.5 million and $ 0.5 million was recognized during the second and third quarters of 2020, respectively, and $ 2.5 million and $ 1.9 million was recognized as income during the first and second quarters of 2021, respectively. On September 19, 2020, HHS issued a Post-Payment Notice of Reporting Requirements (the “September 19, 2020 Notice”), which indicates that providers may recognize reimbursement for healthcare-related expenses, as defined therein, attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse. Additionally, amounts received from HHS that are not fully expended on eligible healthcare-related expenses may be recognized as reimbursement for lost revenues, represented as a negative change in year-over-year net patient care operating income. Providers may apply payments to lost revenues up to the amount of the 2019 net gain from healthcare-related sources or, for entities that reported a negative net operating gain in 2019, receipts from HHS may be recognized up to a net zero gain/loss in 2020. On October 22, 2020, HHS issued an updated Post-Payment Notice of Reporting Requirements and a Reporting Requirements Policy Update (together, the “October 22, 2020 Notice”), which includes two primary changes: (1) the definition of lost revenue is changed to refer to the negative year-over-year difference in 2019 and 2020 actual revenue from patient care related sources as opposed to the negative year-over-year change in net patient care operating income, and (2) the definition of reporting entities is broadened to include the parent of one or more subsidiary tax identification numbers that received general distribution payments, entities having providers associated with it that provide diagnoses, testing or treatment for cases of COVID-19, or entities that can otherwise attest to the terms and conditions. As codified in the October 22, 2020 Notice, the Company’s estimate of pandemic relief funds as of June 30, 2021 includes the allocation of certain general funds among subsidiaries. Regarding the amended definition of lost revenues, such change served to increase amounts eligible to be recognized as income, as compared to the September 19, 2020 Notice. As evidenced by the October 22, 2020 Notice, HHS’ interpretation of the underlying terms and conditions of such payments, including auditing and reporting requirements, continues to evolve. On January 15, 2021, the government issued “General and Targeted Distribution Post-Payment Notice of Reporting Requirements,” (the “January 15, 2021 Notice”), which again provides guidance on reporting instructions and use of funds. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in derecognition of amounts previously recognized, which may be material. As of June 30, 2021, the Company’s estimate of the amount for which it is reasonably assured of meeting the underlying terms and conditions was updated based on, among other things, the September 19, 2020 Notice, the October 22, 2020 Notice, the January 15, 2021 Notice and the Company’s results of operations during 2020 and the six months ended June 30, 2021. The Company believes that it was appropriate to recognize as income the full amount of the funds received, which were $ 12.4 Going Concern Under ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements are issued. Management has assessed the Company’s ability to continue as a going concern in accordance with the requirements of ASC 205-40. As reflected in the unaudited condensed consolidated financial statements, the Company had a working capital deficit and an accumulated deficit of $ 57.5 1.0 2.6 3.2 7.9 7.1 3.7 9.1 The Company’s unaudited condensed consolidated financial statements are prepared assuming the Company can continue as a going concern, which contemplates continuity of operations through realization of assets, and the settling of liabilities in the normal course of business. As more fully discussed in Note 1, on June 25, 2021, the Company sold HTS and AMSG to VisualMED and the Company received VisualMED’s Series B Preferred Stock valued at $ 8.5 million as consideration for the sale (subject to post-closing adjustments). In addition, $ 2.2 million of net liabilities of HTS and AMSG were transferred to VisualMED. The Company has reflected the assets and liabilities relating to HTS and AMSG held prior to the sale as part of discontinued operations. In addition, during 2020, the Company announced plans to sell its clinical laboratory, EPIC Reference Labs, Inc., and as a result, EPIC Reference Labs, Inc.’s operations have been included in discontinued operations for all periods presented. The Company has been unable to find a buyer for EPIC Reference Labs, Inc. and, therefore, effective June 30, 2021, it has ceased all efforts to sell the company. Discontinued operations are more fully discussed in Note 14. On March 1, 2021, the Company closed Jellico Community Hospital, after the city of Jellico issued a 30-day termination notice for the lease of the building. Jellico Community Hospital had been operating at a loss since it was acquired by the Company in March 2019. The Company’s core operating businesses are now a rural hospital and CarePlus Center and a hospital and physician’s office that it plans to reopen and operate. Rural hospitals are a specialized marketplace with a requirement for capable and knowledgeable management. The Company’s current financial condition may make it difficult to attract and maintain adequate expertise in its management team to successfully operate these businesses. There can be no assurance that the Company will be able to achieve its business plan, which is to acquire and operate clusters of rural hospitals, raise any additional capital or secure the additional financing necessary to implement its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to raise adequate capital to fund its operations and repay its outstanding debt and other past due obligations, fully align its operating costs, increase its revenues, and eventually regain profitable operations. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 3 – Loss Per Share Basic loss per share is computed by dividing the loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Basic loss per share excludes potential dilution of securities or other contracts to issue shares of common stock. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. For each of the three and six months ended June 30, 2021 and 2020, basic loss per share is the same as diluted loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss per share available to common stockholders during the three and six months ended June 30, 2021 and 2020: Schedule of Earnings Per Share Available to Common stockholders 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator Net income (loss) from continuing operations $ (1,490,097 ) $ 2,153,355 $ (5,157,425 ) $ (3,657,354 ) Deemed dividends (99,253,330 ) (3,150,368 ) (149,611,479 ) (3,150,368 ) Net loss available to common stockholders, continuing operations (100,743,427 ) (997,013 ) (154,768,904 ) (6,807,722 ) Net income (loss) from discontinued operations 10,561,415 (31,727 ) 10,334,044 (12,796 ) Net loss available to common stockholders $ (90,182,012 ) $ (1,028,740 ) $ (144,434,155 ) $ (6,820,518 ) Denominator Basic and diluted weighted average shares of common stock outstanding 7,310,286 990 3,799,062 986 Loss per share available to common stockholders, basic and diluted: Continuing operations $ (13.78 ) $ (1,007.08 ) $ (40.74 ) $ (6,904.38 ) Discontinued operations 1.44 (32.05 ) 2.72 (12.98 ) Total basic and diluted $ (12.34 ) $ (1,039.13 ) $ (38.02 ) $ (6,917.36 ) Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2021 and 2020, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share June 30, 2021 2020 Warrants 122,395,632 63,467 Convertible preferred stock 85,852,763 16,761 Convertible debentures 5,963,367 1,548 Stock options 26 26 214,211,788 81,802 The terms of certain of the warrants, convertible preferred stock and convertible debentures issued by the Company provide for reductions in the per share exercise prices of the warrants and the per share conversion prices of the debentures and preferred stock (if applicable and subject to a floor in certain cases), in the event that the Company issues common stock or common stock equivalents (as that term is defined in the agreements) at an effective exercise/conversion price that is less than the then exercise/conversion prices of the outstanding warrants, preferred stock or debentures, as the case may be. In addition, many of these equity-based securities contain exercise or conversion prices that vary based upon the price of the Company’s common stock on the date of exercise/conversion (see Notes 7, 11 and 12). These provisions have resulted in significant dilution of the Company’s common stock. As a result of these down round provisions, the potential common stock and common stock equivalents totaled 4.7 |
Accounts Receivable and Income
Accounts Receivable and Income Tax Refunds Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable and Income Tax Refunds Receivable | Note 4 – Accounts Receivable and Income Tax Refunds Receivable Accounts receivables at June 30, 2021 (unaudited) and December 31, 2020 consisted of the following: Schedule of Accounts Receivable June 30, December 31, 2021 2020 Accounts receivable $ 13,110,044 $ 16,922,576 Less: Allowance for contractual obligations (7,660,569 ) (13,185,843 ) Allowance for doubtful accounts (4,147,145 ) (1,513,827 ) Accounts receivable owed under sales agreements (1,302,330 ) (1,723,452 ) Accounts receivable, net $ - $ 499,454 The allowance for contractual obligations reflected in the table above decreased as a percentage of accounts receivable to 58 78 Estimated implicit price concessions deducted from revenues for the three months ended June 30, 2021 and 2020 were $ 1.3 2.7 4.3 4.0 4.1 1.5 2.6 Accounts Receivable Sales Agreements During the year ended December 31, 2020, the Company entered into six accounts receivable sales agreements under which the Company sold an aggregate of $ 3.3 million of accounts receivable on a non-recourse basis for an aggregate purchase price paid to the Company of $ 2.2 million, less $ 0.1 million of origination fees. Accordingly, the Company recorded a loss on the sales of $ 1.2 million during the year ended December 31, 2020. As of June 30, 2021 and December 31, 2020, $ 1.5 million and $ 1.7 million, respectively, was outstanding and owed under the accounts receivable sales agreements. As of June 30, 2021, $ 1.3 million was recorded as a reduction of accounts receivable and $ 0.2 million was recorded in accrued expenses. The $ 0.2 million that was recorded in accrued expenses (see Note 5) represents the portion sold in excess of the balance of accounts receivable recorded by the Company as due on June 30, 2021. On January 29, 2020, the Company entered into a secured installment promissory note (the “Ponte Note”) in the principal amount of $ 1.2 0.1 Income Tax Refunds Receivable As of June 30, 2021 and December 31, 2020, the Company had $ 1.1 1.4 1.1 0.3 0.3 No 0.3 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 5 – Accrued Expenses Accrued expenses at June 30, 2021 (unaudited) and December 31, 2020 consisted of the following: Schedule of Accrued Expenses June 30, December 31, 2021 2020 Accrued payroll and related liabilities $ 9,133,513 $ 8,263,940 HHS Provider Relief Funds (See Note 2) - 4,400,000 Accrued interest 6,357,858 4,728,942 Accrued legal 1,047,318 1,097,318 Amounts owed under accounts receivable sales agreements in excess of accounts receivable (See Note 4) 173,137 - Other accrued expenses 1,264,073 645,369 Accrued expenses $ 17,975,899 $ 19,135,569 Accrued payroll and related liabilities at June 30, 2021 and December 31, 2020 included approximately $ 2.7 2.5 million, respectively, for penalties associated with approximately $ 5.0 4.4 million of accrued past due payroll taxes as of June 30, 2021 and December 31, 2020, respectively. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Short-term Debt [Abstract] | |
Notes Payable | Note 6 – Notes Payable The Company and its subsidiaries are party to a number of loans with third parties and affiliates. At June 30, 2021 (unaudited) and December 31, 2020, notes payable consisted of the following: Schedule of Notes Payable Notes Payable – Third Parties June 30, 2021 December 31, 2020 Loan payable to TCA Global Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 16 Principal and interest payments due in various installments through December 31, 2017 $ 1,741,893 $ 1,741,893 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 6 Principal and interest payments due annually from July 12, 2015 through July 12, 2017 291,559 297,068 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 Payment due in installments through November 2020. 1,450,000 1,450,000 Notes payable under the Paycheck Protection Program (“PPP) issued on April 20, 2020 through May 1, 2020 bearing interest at a rate of 1 principal and interest payments are due monthly beginning sixteen months from the date of issuance and the notes mature 40 months from the date of issuance. 2,385,922 2,385,921 The Ponte Note dated January 29, 2020, less original issue discount of $ 0.1 22,500 34,000 due on or before February 5, 2020 through on or before October 21, 2020 50,000 108,350 Notes payable dated January 31, 2021 and February 16, 2021 due six months from the date of issuance bearing interest at 10 245,000 - Warrant pre-payment promissory notes dated February 25, 2021, April 9, 2021, April 16, 2021 and April 22, 2021, non-interest bearing, $ 1,100,000 100,000 payable 12 months from the date of issuance 1,027,630 - 7,192,004 5,983,232 Less current portion (6,394,997 ) (4,786,976 ) Notes payable - third parties, net of current portion $ 797,007 $ 1,196,256 The Company did not make the required monthly principal and interest payments due under the TCA Debenture for the period from October 2016 through March 2017. In addition, TCA entered into an inter-creditor agreement with the purchasers of the convertible debentures (see Note 7), which sets forth rights, preferences and priorities with respect to the security interests in the Company’s assets. On September 19, 2017, the Company entered into a new agreement with TCA, which extended the repayment schedule through December 31, 2017. The remaining debt to TCA remains outstanding and TCA has made a demand for payment. In May 2020, the SEC appointed a Receiver to close down the TCA Global Master Fund, L.P. over allegations of accounting fraud. The amount recorded by the Company as being owed to TCA was based on TCA’s application of prior payments made by the Company. The Company believes that prior payments of principal and interest may have been applied to unenforceable investment banking and other fees and charges. It is the Company’s position that the amount owed to TCA is less than the amount set forth above. The Company did not make the second annual principal payment under the Tegal Notes that was due on July 12, 2016. On November 3, 2016, the Company received a default notice from the holders of the Tegal Notes demanding immediate repayment of the outstanding principal at that time of $ 341,612 and accrued interest of $ 43,000 . On December 7, 2016, the Company received a breach of contract complaint with a request for the entry of a default judgment (see Note 13). On April 23, 2018, the holders of the Tegal Notes received a judgment against the Company. As of June 30, 2021, the Company has paid $ 50,051 of principal amount of these notes. On September 27, 2019, the Company issued a promissory note to a lender in the principal amount of $ 1.9 million and received proceeds of $ 1.5 million, which was net of a $ 0.3 million original issue discount and $ 0.1 million in financing fees. The first principal payment of $ 1.0 million was due on November 8, 2019 and the remaining $ 0.9 million was due on December 26, 2019 . These payments were not made. In February 2020, the note holder sued the Company and Mr. Diamantis, as guarantor, in New York State Supreme Court for the County of New York, for approximately $ 2.2 million for non-payment of the promissory note. Mr. Diamantis was a former member of the Company’s Board of Directors. In May 2020, the Company, Mr. Diamantis, as guarantor, and the note holder entered into a Stipulation providing for a payment of a total of $ 2.2 million (which included accrued “penalty” interest as of that date) in installments through November 1, 2020. As of June 30, 2021, $ 450,000 has been paid in cash and $ 2.1 million ($ 1.4 million of principal and $ 0.6 million of accrued penalty interest), remains past due. The Stipulation is more fully discussed in Note 13. As of April 20, 2020 and through May 1, 2020, the Company and its subsidiaries received PPP loan proceeds in the form of promissory notes (the “PPP Notes”) in the aggregate amount of approximately $ 2.4 million. The PPP Notes and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries. No collateral or guarantees were provided in connection with the PPP Notes. The unforgiven portion of the PPP Notes is payable over two years at an interest rate of 1.0 % per annum, with a deferral of payments for the first sixteen months. Beginning sixteen months from the dates of issuance, the Company is required (if not forgiven) to make monthly payments of principal and interest to the lenders. The aggregate monthly payment of all of the PPP Notes would be approximately $ 0.1 million. The Company believes that it has used the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds has met the conditions for forgiveness of the loans, it cannot assure you that it has not taken actions that could cause the Company to be ineligible for forgiveness of the loans, in whole or in part. The Company is in the process of applying for forgiveness of the PPP Notes. On January 29, 2020, the Company entered into the Ponte Note in the principal amount of $ 1.2 22,500 34,000 due on or before February 5, 2020 through on or before October 21, 2020, the maturity date. 0.1 10 9,850 125,000 75,000 50,000 25,000 On each of February 25, 2021, April 9, 2021, April 16, 2021 and April 22, 2021, the Company entered into agreements with certain institutional investors for warrant prepayment promissory notes with an aggregate principal amount of $ 1.1 1.0 0.1 4,795 27,630 18 Note Payable – Related Party Schedule of Notes Payable - Related Parties June 30, 2021 December 31, 2020 (unaudited) Note payable to Christopher Diamantis due on demand and bearing interest at 10 $ 2,627,000 $ 2,097,000 Total note payable, related party 2,627,000 2,097,000 Less current portion of note payable, related party (2,627,000 ) (2,097,000 ) Total note payable, related party, net of current portion $ - $ - During the six months ended June 30, 2021 and 2020, Mr. Christopher Diamantis, a former member of our Board of Directors, loaned the Company $ 0.9 4.6 0.4 3.3 18.8 During the three months ended June 30, 2021 and 2020, the Company accrued interest of $ 36,000 0.2 0.1 0.5 0.3 0.2 10 |
Debentures
Debentures | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debentures | Note 7 – Debentures The carrying amount of all outstanding debentures as of June 30, 2021and December 31, 2020 is as follows: Schedule of Debentures June 30, 2021 December 31, 2020 (unaudited) Debentures $ 12,690,539 $ 12,690,539 Less current portion (12,690,539 ) (12,690,539 ) Debentures, net of current portion $ - $ - Payment of all outstanding debentures totaling $ 12.7 million, including late-payment penalties, at December 31, 2020 was past due by the debentures’ original terms. The debentures bear interest at the rate of 18 % per annum and are secured by a first priority lien on all of the Company’s assets. The terms of the outstanding debentures as of December 31, 2020 are more fully described in Note 9 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020. Certain of these debentures were issued with warrants to purchase shares of the Company’s common stock. Outstanding warrants are more fully discussed in Note 11. The Company accrued interest expense on outstanding debentures during the three months ended June 30, 2021 and 2020 of $ 0.6 1.9 1.1 3.9 On June 30, 2021, as adjusted for the Reverse Stock Splits, $ 2.6 million of principal amount of outstanding debentures were convertible into 5.9 million shares of the Company’s common stock at a price of $ 0.4407 per share and $ 5.6 million of outstanding debentures were convertible on that date into 0.1 million shares of the Company’s common stock at a conversion price of $ 52.00 . The remaining outstanding debentures of $ 4.5 million are non-convertible. See Notes 3 and 11 for a discussion of the dilutive effect of the outstanding convertible debentures and warrants as of June 30, 2021 and Note 16 for the dilutive effect of outstanding convertible debentures and warrants as of August 11, 2021. |
Related Party Transaction
Related Party Transaction | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Note 8 – Related Party Transaction Alcimede LLC (“Alcimede”) billed $ 0.1 0.1 0.2 0.2 The terms of the foregoing transaction and the transactions discussed in Note 6 and 11 are not necessarily indicative of those that would have been agreed to with unrelated parties for similar transactions. |
Finance and Operating Lease Obl
Finance and Operating Lease Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Finance And Operating Lease Obligations | |
Finance and Operating Lease Obligations | Note 9 – Finance and Operating Lease Obligations We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related right-of-use assets and right-of-use obligations at the present value of lease payments over the term. We do not separate lease and non-lease components of contracts. Generally, we use our most recent agreed upon borrowing interest rate at lease commencement as our interest rate, as most of our operating leases do not provide a readily determinable implicit interest rate. The following table presents our lease-related assets and liabilities at June 30, 2021 and December 31, 2020: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification June 30, 2021 December 31, 2020 Assets: Operating leases Right-of-use operating lease assets $ 910,541 $ 1,000,272 Finance leases Property and equipment, net 249,985 249,985 Total lease assets $ 1,160,526 $ 1,250,257 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 217,937 $ 172,952 Finance leases Current liabilities 249,985 249,985 Noncurrent: Operating leases Right-of-use operating lease obligations 692,604 827,320 Total lease liabilities $ 1,160,526 $ 1,250,257 Weighted-average remaining term: Operating leases 3.92 4.17 Finance leases 0 0 Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance leases 4.9 % 4.9 % The following table presents certain information related to lease expense for finance and operating leases for the three months and six months ended June 30, 2021 and 2020: Schedule of Information Related to Lease Expense for Finance and Operating Leases Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Finance lease expense: Finance lease expense: $ - $ 10,539 $ - $ 26,349 Finance lease expense: - 46,503 - 93,012 Operating leases: Operating leases: (1) 34,033 69,235 106,583 169,942 Total lease expense $ 34,033 $ 126,277 $ 106,693 $ 289,303 (1) Expenses are included in general and administrative expenses in the consolidated statements of operations. Other Information The following table presents supplemental cash flow information for the six months ended June 30, 2021 and 2020: Schedule of Supplemental Cash Flow Information Six Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 102,152 $ 73,812 Operating cash flows for finance leases - 9,455 Financing cash flows for finance leases payments - 100,707 Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows: Schedule of Future Minimum Rentals Under Right-to-use Operating and Finance Leases Right-of-Use Operating Leases Finance Leases Twelve months ended June 30, 2022 $ 314,807 $ 253,776 Twelve months ended June 30, 2023 339,024 - Twelve months ended June 30, 2024 216,239 - Twelve months ended June 30, 2025 222,712 - Twelve months ended June 30, 2026 74,598 - Thereafter - - Total 1,167,380 253,776 Less interest (256,839 ) (3,791 ) Present value of minimum lease payments $ 910,541 $ 249,985 Less current portion of lease obligations (217,937 ) (249,985 ) Lease obligations, net of current portion $ 692,604 $ - As of June 30, 2021, the Company was in default under its finance lease obligations, therefore, the aggregate future minimum lease payments and accrued interest under this finance lease totaling approximately $ 0.2 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 – Fair Value Measurements Fair Value Measurements We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The estimated fair value of financial instruments was determined by the Company using available market information and valuation methodologies considered to be appropriate. At June 30, 2021 and December 31, 2020, the carrying value of the Company’s accounts receivable, accounts payable and accrued expenses approximated their fair values due to their short-term nature. The following table sets forth the financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2021 and December 31, 2020: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total As of December 31, 2020: VisualMED Series B Preferred Stock $ - $ - $ - $ - Embedded conversion option of debenture - $ - $ 455,336 $ 455,336 Total $ - $ - $ 455,336 $ 455,336 As of June 30, 2021: VisualMED Series B Preferred Stock $ - $ - $ 8,500,000 $ 8,500,000 Embedded conversion option of debenture - - 455,336 455,336 Total $ - $ - $ 8,955,336 $ 8,955,336 The fair value of the VisualMED Series B Preferred Stock of $ 8.5 The Company utilized the following method to value its derivative liability as of June 30, 2021 and December 31, 2020 for an embedded conversion option related to an outstanding debenture valued at $ 455,336 85 no no During the three and six months ended June 30, 2021, the conversions of preferred stock triggered a further reduction in the exercise prices of warrants containing ratchet features that had not already ratcheted down to their floor. In accordance with U.S. GAAP, the incremental fair value of the debentures and warrants as a result of the decreases in the conversion/exercise prices was measured using Black Scholes. The following assumptions were utilized in the Black Scholes valuation models for the three months ended June 30, 2021: risk free rates ranging from 0.06 0.07 216.72 253.20 .66 1 0.06 0.10 213.25 253.20 .66 1.21 99.3 149.6 3.2 |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 11 – Stockholders’ Deficit Authorized Capital The Company has 10,000,000,000 0.0001 5,000,000 0.01 Preferred Stock The Company has 5,000,000 shares, par value $0.01, of preferred stock authorized. As of June 30, 2021, the Company had outstanding shares of preferred stock consisting of 1,750,000 10 250,000 21,380 16,368.88 2,750 Series L Preferred Stock On May 4, 2020, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware to authorize the issuance of up to 250,000 250,000 250,000 Series M Preferred Stock The Company’s Board of Directors has designated 30,000 1,000 18.8 22,000 0.01 3.2 18.8 22.0 During the six months ended June 30, 2021, the holder converted 619.65 shares of his Series M Preferred Stock, with a stated value of $ 0.6 million into 450,000 shares of the Company’s common stock. On August 13, 2020, Mr. Diamantis entered into a Voting Agreement and Irrevocable Proxy with the Company, Mr. Lagan and Alcimede (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis, Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Series N Preferred Stock On August 31, 2020, the Company and its debenture holders exchanged, under the terms of the Exchange and Redemption Agreement, certain outstanding debentures and all of the outstanding shares of the Company’s Series I-1 Convertible Preferred Stock (the “Series I-1 Preferred Stock”) and Series I-2 Convertible Preferred Stock (the “Series I-2 Preferred Stock”) for 30,435.52 During the year ended December 31, 2020, the holders converted 1,001 1.0 38,371 13,065.53 13.1 9,510,352 Series O Preferred Stock On May 10, 2021, the Company closed an offering of shares of its newly-authorized Series O Preferred Stock. The offering was pursuant to the terms of the Securities Purchase Agreement, dated as of May 10, 2021 (the “Purchase Agreement”), between the Company and certain existing institutional investors of the Company. The Purchase Agreement provides for the issuance of up to 4,400 1,100 4.0 The first closing occurred on May 10, 2021, the second closing occurred on May 18, 2021 and one-half of the third closing was funded on June 29, 2021. As of June 30, 2021, Company issued an aggregate of 2,750 2.5 The Series O Preferred Stock, which has been issued for cash, does not contain mandatory redemption or other features that would require it to be presented on the balance sheet outside of equity and, therefore, it qualifies for equity accounting treatment. As a result of the equity accounting treatment, fair value accounting is not required in connection with the issuances of the stock and no gains, losses, derivative liabilities or deemed dividends have been recorded in connection with the issuances of the stock. The terms of the Series O Preferred Stock were set forth in the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2021, in particular: General 10,000 5,000,000 1,000 Voting Rights Dividends 10 provided however Rank Conversion The conversion price is equal to 90% of the lowest VWAP during the 10 trading days immediately prior to the conversion date. Holders of the Series O Preferred Stock are prohibited from converting Series O Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after notice to the Company. Liquidation Preference Redemption Common Stock The Company had 10,000,000 39,648 450,000 619.65 9,510,352 13,065.53 25 21.25 The Company has outstanding options, warrants, convertible preferred stock and convertible debentures. Exercise of the options and warrants, and conversions of the convertible preferred stock and debentures could result in substantial dilution of the Company’s common stock and a decline in the market price of the common stock. In addition, the terms of certain of the warrants, convertible preferred stock and convertible debentures issued by the Company provide for reductions in the per share exercise prices of the warrants and the per share conversion prices of the debentures and preferred stock (if applicable and subject to a floor in certain cases), in the event that the Company issues common stock or common stock equivalents (as that term is defined in the agreements) at an effective exercise/conversion price that is less than the then exercise/conversion prices of the outstanding warrants, preferred stock or debentures, as the case may be. These provisions, as well as the issuances of debentures and preferred stock with conversion prices that vary based upon the price of our common stock on the date of conversion, have resulted in significant dilution of the Company’s common stock and have given rise to reverse splits of its common stock, including the reverse stock split effected on July 16, 2021, which is more fully discussed in Note 1. See Note 16 for a discussion of the number of shares of the Company’s common stock and common stock equivalents outstanding as of August 11, 2021. On August 13, 2020, Mr. Diamantis entered into the Voting Agreement with the Company, Mr. Lagan and Alcimede (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis. Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Regardless of the number of shares of Series M Preferred Stock outstanding and so long as at least one share of Series M Preferred Stock is outstanding, the outstanding shares of Series M Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent. This means that the holders of Series M Preferred Stock have sufficient votes, by themselves, to approve or defeat any proposal voted on by the Company’s stockholders, unless there is a supermajority required under applicable law or by agreement. As a result of the Voting Agreement, as of the date of filing this report, the Company believes that it has the ability to ensure that it has and or can obtain sufficient authorized shares of its common stock to cover all potentially dilutive common shares outstanding. Stock Options The Company maintained and sponsored the Tegal Corporation 2007 Incentive Award Equity Plan (the “2007 Equity Plan”). Tegal Corporation is the prior name of the Company. The 2007 Equity Plan, as amended, provided for the issuance of stock options and other equity awards to the Company’s officers, directors, employees and consultants. The 2007 Equity Plan terminated pursuant to its terms in September 2017. As of June 30, 2021, 26 options were outstanding and exercisable with a weighted average exercise price of $ 2,992,125 per share. No options were issued, forfeited or expired during the six months ended June 30, 2021. The remaining weighted average contractual term is 4.87 years. The intrinsic value of the options exercisable at each of June 30, 2021 and December 31, 2020 was $ 0 . No compensation expense was recorded in the three and six months ended June 30, 2021 and 2020 as all of the options were fully vested as of December 31, 2019. Warrants The Company, as part of various debt and equity financing transactions, has issued warrants to purchase shares of the Company’s common stock totaling 122.4 117.8 Included in the warrants outstanding at June 30, 2021, were warrants issued in connection with the debentures issued in March 2017. The Company issued these warrants to purchase shares of the Company’s common stock to several accredited investors (the “March Warrants”). At June 30, 2021, these warrants were exercisable into an aggregate of approximately 108.9 40.8 five years 26.1 42.0 five years 0.4407 The number of warrants issued and outstanding as well as the exercise prices of the warrants reflected in the table below have been adjusted to reflect the full ratchet and other dilutive and down round provisions pursuant to the warrant agreements. As a result of the full ratchet provisions of the majority of the outstanding warrants (subject to a floor in some cases), subsequent issuances of the Company’s common stock or common stock equivalents at prices below the then current exercise prices of the warrants have resulted in increases in the number of shares issuable pursuant to the warrants and decreases in the exercise prices of the warrants. The following summarizes the information related to the number of shares of common stock issuable under outstanding warrants during the six months ended June 30, 2021: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2020 4,571,165 $ 19.99 Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 117,824,467 Balance at June 30, 2021 122,295,632 $ 0.7465 See above and Notes 1, 3, 10, 11 and 16 for a discussion of the dilutive effect on the Company’s common stock as a result of the outstanding warrants. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Note 12 – Supplemental Disclosure of Cash Flow Information Schedule of Supplemental Disclosure of Cash Flow Information 2021 2020 Six Months Ended June 30, 2021 2020 Cash paid for interest $ - $ 9,455 Cash paid for income taxes $ 281,025 $ - Non-cash investing and financing activities: Preferred stock of VisualMED received from the sale of HTS and AMSG $ 8,500,000 $ - Net liabilities of HTS and AMSG transferred to VisualMED 2,227,152 - Series I-2 Preferred Stock converted into common stock - 25,000 Exchange of Series K Preferred Stock for Series L Preferred Stock - (2,500 ) Issuance of Series L Preferred Stock - 2,500 Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest - 22,000,000 Loans and accrued interest exchanged for Series M Preferred Stock - 18,849,632 Deemed dividend from exchange of loans and accrued interest for Series M Preferred Stock - 3,150,368 Series M Preferred Stock converted into common stock 619,650 - Series N Preferred Stock converted into common stock 13,065,527 - Deemed dividends for trigger of down round provisions 149,611,479 - Original issue discounts on debt 27,630 63,695 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies Concentration of Credit Risk Credit risk with respect to accounts receivable is generally diversified due to the large number of patients comprising the accounts receivable. The Company has receivable balances with government payers and various insurance carriers. The Company does not require collateral or other security to support customer receivables. However, the Company continually monitors and evaluates its collection procedures to minimize potential credit risks associated with its accounts receivable and establishes an allowance for uncollectible accounts and as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is not material to the financial statements. A number of proposals for legislation continue to be under discussion which could substantially reduce Medicare and Medicaid reimbursements to hospitals. Depending upon the nature of regulatory action, and the content of legislation, the Company could experience a significant decrease in revenues from Medicare and Medicaid, which could have a material adverse effect on the Company. The Company is unable to predict, however, the extent to which such actions will be taken. The Company maintains its cash balances in high credit quality financial institutions. The Company’s cash balances may, at times, exceed the deposit insurance limits provided by the Federal Deposit Insurance Corporation. Legal Matters From time to time, the Company may be involved in a variety of claims, lawsuits, investigations and proceedings related to contractual disputes, employment matters, regulatory and compliance matters, intellectual property rights and other litigation arising in the ordinary course of business. The Company operates in a highly regulated industry which may inherently lend itself to legal matters. Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company’s financial position or results of operations. The Company’s policy is to expense legal fees and expenses incurred in connection with the legal proceedings in the period in which the expense is incurred. Management, in consultation with legal counsel, has addressed known assertions and predicted unasserted claims below. Biohealth Medical Laboratory, Inc. and PB Laboratories, LLC (the “Companies”) filed suit against CIGNA Health in 2015 alleging that CIGNA failed to pay claims for laboratory services the Companies provided to patients pursuant to CIGNA - issued and CIGNA - administered plans. In 2016, the U.S. District Court dismissed part of the Companies’ claims for lack of standing. The Companies appealed that decision to the Eleventh Circuit Court of Appeals, which in late 2017 reversed the District Court’s decision and found that the Companies have standing to raise claims arising out of traditional insurance plans as well as self-funded plans. In July 2019, the Companies and EPIC Reference Labs, Inc. filed suit against CIGNA Health for failure to pay claims for laboratory services provided. Cigna Health, in turn, sued for improper billing practices. CIGNA’s case against the Company was dismissed on June 22, 2020. The suit remains ongoing but because the Company did not have the financial resources to see the legal action to conclusion it assigned the benefit, if any, from the suit to Christopher Diamantis for his continued financial support to the Company and assumption of all costs to carry the cost to conclusion. In November of 2016, the IRS commenced an audit of the Company’s 2015 Federal tax return. Based upon the audit results, the Company made provisions of approximately $ 1.0 0.9 1.1 0.3 No 0.3 1.1 0.8 On September 27, 2016, a tax warrant was issued against the Company by the Florida Department of Revenue (the “DOR”) for unpaid 2014 state income taxes in the approximate amount of $ 0.9 0.4 In December of 2016, DeLage Landen Financial Services, Inc. (“DeLage”), filed suit against the Company for failure to make the required payments under an equipment leasing contract that the Company had with DeLage (see Note 9). On January 24, 2017, DeLage received a default judgment against the Company in the approximate amount of $ 1.0 4.97 0.2 On December 7, 2016, the holders of the Tegal Notes (see Note 6) filed suit against the Company seeking payment for the amounts due under the notes in the aggregate of the principal of $ 341,612 43,000 50,051 The Company, as well as many of its subsidiaries, are defendants in a case filed in Broward County Circuit Court by TCA Global Credit Master Fund, L.P. The plaintiff alleges a breach by Medytox Solutions, Inc. of its obligations under a debenture and claims damages of approximately $ 2,030,000 On September 13, 2018, Laboratory Corporation of America sued EPIC Reference Labs, Inc., a subsidiary of the Company, in Palm Beach County Circuit Court for amounts claimed to be owed. The court awarded a judgment against EPIC Reference Labs, Inc. in May 2019 for approximately $ 155,000 In February 2020, Anthony O. Killough sued the Company and Mr. Diamantis, as guarantor, in New York State Supreme Court for the County of New York, for approximately $ 2.0 2,158,168 1.5 0.6 20 In February 2021, a supplier to the Company’s hospitals, Shared Medical Services, Inc., filed suit in Palm Beach County Circuit Court for approximately $ 90,000 100,000 Following the Company’s decision to suspend operations at Jamestown Regional Medical Center in June 2019 a number of vendors remain unpaid. A number have initiated or threatened legal actions. The Company believes it will come to satisfactory arrangements with these parties as it works toward reopening the hospital. The Company has accrued the amounts that it expects to owe in its financial statements. The Company is planning to reopen the hospital upon securing adequate capital to do so. The reopening plans and timing thereof have also been disrupted by the current pandemic. Two former employees of Jamestown Regional Medical Center filed suit alleging violations of the federal Worker Adjustment and Retraining Notification Act (“WARN”). The Court entered a default against the Company on August 14, 2019. The parties disagreed to the amount of damages, specifically to whether part-time employees are entitled to WARN act damages. The parties have agreed to a confidential settlement agreement, which was concluded in the second quarter of 2021. The Company has accrued the estimated settlement amount. In June 2019, CHSPSC, the former owners of Jamestown Regional Medical Center, obtained a judgment against the Company in the amount of $ 592,650 130,000 In August 2019, Morrison Management Specialists, Inc. obtained a judgment against Jamestown Regional Medical Center and the Company in Fentress County, Tennessee in the amount of $ 194,455 In November 2019, Newstat, PLLC obtained a judgment against Big South Fork Medical Center in Knox County, Tennessee in the amount of $ 190,600 On April 30 2021, Ponte Investments, LLC obtained a default judgment for $ 241,332 125,000 75,000 50,000 25,000 On June 28, 2021, Jellico Community Hospital and Big South Fork Medical Center entered into a settlement agreement with Maxim Healthcare Staffing Services, Inc. wherein Jellico Community Hospital and Big South Fork Medical Center agreed to pay Maxim $ 60,000 On June 30, 2021, the Company entered into a settlement agreement with the Tennessee Bureau of Workers’ Compensation. Per the terms of the settlement agreement, the Company has recorded a liability of $ 109,739 In July 2021, WG Fund, Queen Funding and Diesel Funding filed legal actions in New York State Supreme Court for Kings County to recover amounts claimed to be outstanding on accounts receivable sales agreements entered into in 2020. The Company has recorded the contingent obligations (based on collections from accounts receivable) in the amount of $ 1.5 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 14 – Discontinued Operations Sale of HTS and AMSG In 2017, the Company announced plans to spin off or sell its wholly-owned subsidiaries, HTS and AMSG. On June 25, 2021, the Company sold the shares of stock of HTS and AMSG to VisualMED. HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. The terms of the sale are discussed in Note 1. EPIC Reference Labs, Inc. During the three months ended September 30, 2020, the Company made a decision to sell its last clinical laboratory, EPIC Reference Labs, Inc., and it made a decision to discontinue several other non-operating subsidiaries, and as a result, EPIC Reference Labs, Inc.’s operations and the other non-operating subsidiaries have been included in discontinued operations for all periods presented. The Company has been unable to find a buyer for EPIC Reference Labs, Inc. and, therefore, effective June 30, 2021, it has ceased all efforts to sell the company. Carrying amounts of major classes of assets and liabilities sold or included as part of discontinued operations in the consolidated balance sheets as of June 30, 2021 and December 31, 2020 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement HTS and AMSG Assets and Liabilities: June 30, 2021 December 31, 2020 (unaudited) Cash $ - $ 31,294 Accounts receivable, net - 151,363 Prepaid expenses and other current assets - 1,717 Current assets classified as held for sale $ - $ 184,374 Property and equipment, net $ - $ 685 Deposits - - Right-of-use assets - - Non-current assets classified as held for sale $ - $ 685 Accounts payable and checks issued in excess of bank balance $ - $ 726,220 Accrued expenses - 1,308,283 Current portion of right-of-use operating lease obligation - - Current portion of notes payable - 168,751 Current liabilities classified as held for sale $ - $ 2,203,254 Note payable $ - $ 69,267 Right-of-use operating lease obligation - - Non-current liabilities classified as held for sale $ - $ 69,267 EPIC Reference Labs, Inc. and Other Subsidiaries Assets and Liabilities: June 30, 2021 December 31, 2020 (unaudited) Cash $ - $ 136 Accounts receivable, net - - Prepaid expenses and other current assets - - Current assets classified as held for sale $ - $ 136 Property and equipment, net $ - $ - Deposits 100,014 100,014 Right-of-use assets 52,284 100,116 Non-current assets classified as held for sale $ 152,298 $ 200,130 Accounts payable and checks in excess of bank balance $ 1,144,088 $ 1,185,158 Accrued expenses 336,410 334,667 Current portion of right-of-use operating lease obligation 52,284 91,166 Current portion of notes payable - - Current liabilities classified as held for sale $ 1,532,782 $ 1,610,991 Note payable $ - $ - Right-of-use operating lease obligation - 8,950 Non-current liabilities classified as held for sale $ - $ 8,950 Consolidated Discontinued Operations Assets and Liabilities: June 30, 2021 December 31, 2020 (unaudited) Cash $ - $ 31,430 Accounts receivable, net - 151,363 Prepaid expenses and other current assets - 1,717 Current assets classified as held for sale $ - $ 184,510 Property and equipment, net $ - $ 685 Deposits 100,014 100,014 Right-of-use assets 52,284 100,116 Non-current assets classified as held for sale $ 152,298 $ 200,815 Accounts payable and checks issued in excess of bank balance $ 1,144,088 $ 1,911,378 Accrued expenses 336,410 1,642,950 Current portion of right-of-use operating lease obligation 52,284 91,166 Current portion of notes payable - 168,751 Current liabilities classified as held for sale $ 1,532,782 $ 3,814,245 Note payable $ - $ 69,267 Right-of-use operating lease obligation - 8,950 Non-current liabilities classified as held for sale $ - $ 78,217 Major line items constituting income (loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2021 and 2020 consisted of the following (unaudited): HTS and AMSG Income (Loss) from Discontinued Operations: Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Revenue from services $ 98,725 $ 103,110 $ 216,941 $ 262,177 Cost of services 1,996 2,212 2,386 10,989 Gross profit 96,729 100,898 214,555 251,188 Operating expenses (267,796 ) (67,366 ) (551,296 ) (251,734 ) Other income (expense) 213 (25,500 ) (9,577 ) (51,431 ) Gain on sale 10,727,152 - 10,727,152 - Provision for income taxes - - - - Income (loss) from discontinued operations $ 10,556,298 $ 8,032 $ 10,380,834 $ (51,977 ) As presented in the table above, the Company recorded a gain on the sale of HTS and AMSG of $10.7 million of which $8.5 million resulted from the value of the VisualMED Series B Preferred Stock received per the terms of the sale and $2.2 million resulted from the transfer to VisualMED of the net liabilities of HTS and AMSG. The sale is more fully discussed in Note 1. The fair value of the VisualMED Series B Preferred Stock that the Company received as consideration for the sale of $8.5 million was based on a third-party valuation using the Option Price Method (the “OPM”) The OPM treats common and preferred interests as call options on the equity value of the subject company, with exercise prices based on the liquidation preference of the preferred interests and participation thresholds for subordinated classes. The common interest is modeled as a call option that gives its owner the right but not the obligation to buy the enterprise value at a predetermined or exercise price. In the model, the exercise price is based on a comparison with the enterprise value rather than, as in the case of a “regular” call option, a comparison with a per share stock price. Thus, the common interest is considered to be a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the preferred interests are liquidated. The Black Scholes model was used to price the call options. The assumptions used were: risk free rate of 0.84%; volatility of 250.0%; and exit period of 5 years. Lastly, a discount rate of 35% was applied due to the lack of marketability of the VisualMED Series B Preferred Stock and the underlying liquidity of VisualMED’s common stock. EPIC Reference Labs, Inc. and Other Subsidiaries (Loss) Income from Discontinued Operations: Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Revenue from services $ - $ - $ - $ 442 Cost of services - 110,257 - - Gross profit - (110,257 ) - 442 Operating expenses (46,759 ) (22,537 ) (94,856 ) (51,653 ) Other income (expense) 51,876 93,035 48,771 90,392 Gain on sale - - - - Provision for income taxes - - - - Income (loss) from discontinued operations $ 5,117 $ (39,759 ) $ (46,085 ) $ 39,181 Consolidated (Loss) Income from Discontinued Operations: Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Revenue from services $ 98,725 $ 103,110 $ 216,941 $ 262,619 Cost of services 1,996 112,469 2,386 10,989 Gross profit 96,729 (9,359 ) 214,555 251,630 Operating expenses (314,555 ) (89,903 ) (646,152 ) (303,387 ) Other income (expense) 52,089 67,535 39,194 38,961 Gain on sale 10,727,152 - 10,727,152 - Provision for income taxes - - - - Income (loss) from discontinued operations $ 10,561,415 $ (31,727 ) $ 10,334,749 $ (12,796 ) |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 15 – Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events Issuances of Common Stock Subsequent to June 30, 2021 and through August 11, 2021, the Company issued 19,350,000 700.57 0.7 Issuances of Series O Preferred Stock Subsequent to June 30, 2021, the Company issued 1,650 1,650,000 1.5 4,400 4.4 Reverse Stock Split On July 16, 2021, the Company effected a 1-for 1,000 reverse stock split Potential Common Stock as of August 11, 2021 The following table presents the potential dilutive effect of our various equity-linked instruments as of August 11, 2021: Schedule of Dilutive Effect of Various Potential Common Shares August 11, 2021 Shares of common stock outstanding 29,350,000 Dilutive potential shares: Convertible preferred stock 1,775,720,879 Warrants 2,657,130,516 Convertible debt 235,605,419 Stock options 26 Total dilutive potential shares of common stock, including outstanding common stock 4,697,806,840 On August 13, 2020, Mr. Diamantis entered into the Voting Agreement with the Company, Mr. Lagan and Alcimede (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis, Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Regardless of the number of shares of Series M Preferred Stock outstanding and so long as at least one share of Series M Preferred Stock is outstanding, the outstanding shares of Series M Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Rennova Health, Inc. (“Rennova”, together with its subsidiaries, the “Company”, “we”, “us” or “our”) is a provider of health care services. The Company owns one operating hospital in Oneida, Tennessee, a hospital located in Jamestown, Tennessee that it plans to reopen and operate, a physician’s office in Jamestown, Tennessee that it plans to reopen and a rural clinic in Kentucky. The Company’s operations consist of only one business segment. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the consolidated financial statements as filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of June 30, 2021, the results of its operations and changes in stockholders’ deficit for the three and six months ended June 30, 2021 and 2020 and its cash flows for the six months ended June 30, 2021 and 2020. Such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2021 may not be indicative of results for the year ending December 31, 2021. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), include the accounts of Rennova and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. |
Comprehensive Loss | Comprehensive Loss During the three and six months ended June 30, 2021 and 2020, comprehensive loss was equal to the net loss amounts presented in the accompanying unaudited condensed consolidated statements of operations. Reclassifications Certain items in the statement of operations for the six months ended June 30, 2021 were reclassified for comparison purposes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include the estimates of fair values of assets acquired and liabilities assumed in business combinations, including hospital acquisitions, the fair values of consideration received from the sale of subsidiaries, reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, the valuation of equity and derivative instruments, deemed dividends and debt discounts, among others. Actual results could differ from those estimates and would impact future results of operations and cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. |
Reverse Stock Splits | Reverse Stock Splits On July 22, 2020, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation to effect a 1-for-10,000 reverse stock split 1-for-1,000 reverse stock split As a result of the Reverse Stock Splits, every 10,000 shares of the Company’s common stock then outstanding was combined and automatically converted into one share of the Company’s common stock every 1,000 shares of the Company’s then outstanding common stock was combined and automatically converted into one share of the Company’s common stock The par value and other terms of the common stock were not affected by the Reverse Stock Splits. The authorized capital of the Company of 10,000,000,000 5,000,000 |
Sale of Health Technology Solutions, Inc. and Advanced Molecular Services, Inc. | Sale of Health Technology Solutions, Inc. and Advanced Molecular Services, Inc. On June 25, 2021, the Company sold its subsidiaries, Health Technology Solutions, Inc. (“HTS”) and Advanced Molecular Services, Inc. (“AMSG”), including their subsidiaries, to VisualMED Clinical Solutions Corp. (“VisualMED”). HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. In consideration for the shares of HTS and AMSG and the elimination of intercompany debt among the Company and HTS and AMSG, VisualMED issued the Company 14,000 shares of its Series B Non-Voting Convertible Preferred Stock (the “VisualMED Series B Preferred Stock”). The number of shares of VisualMED Series B Preferred Stock will be subject to a post-closing adjustment. Each share of VisualMED Series B Preferred Stock has a stated value of $ 1,000 and is convertible into that number of shares of VisualMED common stock equal to the stated value divided by 90 % of the average closing price of the VisualMED common stock during the 10 trading days immediately prior to the conversion date. Conversion of the VisualMED Series B Preferred Stock, however, is subject to the limitation that no conversion can be made to the extent the holder’s beneficial interest (as defined pursuant to the terms of the VisualMED Series B Preferred Stock) in the common stock of VisualMED would exceed 4.99%. The shares of the VisualMED Series B Preferred Stock may be redeemed by VisualMED upon payment of the stated value of the shares plus any accrued declared and unpaid dividends. As a result of the sale, the Company has recorded the VisualMED Series B Preferred Stock as a long-term asset valued at $ 8.5 million at June 30, 2021 and a gain on the sale of HTS and AMSG of $ 10.7 million in the six months ended June 30, 2021, of which $ 8.5 million resulted from the value of the VisualMED Series B Preferred Stock and $ 2.2 million resulted from the transfer to VisualMED of the net liabilities of HTS and AMSG. See Note 14 for a discussion of the assumptions used in the valuation of the VisualMed Series B Preferred Stock. The financial results of HTS and AMSG, including the gain on sale, are reflected as discontinued operations in the Company’s consolidated financial statements. See Note 14. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606),” ● The parties have approved the contract either in writing; orally by acknowledgement; or implicitly, based on customary business practices. ● Each party’s rights and the contract’s payment terms are identified. ● The contract has commercial substance. ● Collection is probable. We review our calculations for the realizability of gross revenues monthly to make certain that we are properly allowing for the uncollectable portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer groups and within our service offerings. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly with a greater weight being given to the most recent trends; this process is adjusted based on recent changes in underlying contract provisions. This calculation is routinely analyzed by us based on actual allowances issued by payers and the actual payments made to determine what adjustments, if any, are needed. Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Our net revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Net revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). There were no adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during the three and six months ended June 30, 2021 and 2020. The Emergency Medical Treatment and Labor Act (“EMTALA”) requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. The obligation to screen and stabilize emergency medical conditions exists regardless of an individual’s ability to pay for treatment. Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive. The federal poverty level is established by the federal government and is based on income and family size. The Company considers the poverty level in determining whether patients qualify for free or reduced cost of care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in net revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care. In implementing the uninsured discount policy, we may first attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable (the “hindsight analysis”) as a primary source of information in estimating the collectability of our accounts receivable. We perform the hindsight analysis quarterly, utilizing rolling accounts receivable collection and write off data. We believe our quarterly updates to the estimated contractual allowance amounts and to the estimated implicit price concessions at each of our facilities provide reasonable estimates of our net revenues and valuation of our accounts receivable. For the three months ended June 30, 2021 and 2020, we recorded estimated contractual allowances of $ 4.0 8.4 1.3 2.7 9.5 18.9 4.3 4.0 |
Contractual Allowances and Doubtful Accounts Policy | Contractual Allowances and Doubtful Accounts Policy Accounts receivable are reported at realizable value, net of contractual allowances and estimated implicit price concessions (also referred to as doubtful accounts), which are estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimating and reviewing the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for contractual allowances and doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues which may impact the receivables or reserve estimates. Receivables deemed to be uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. Revisions to the allowances for doubtful accounts are recorded as an adjustment to revenues. As required by Topic 606, after estimated implicit price concessions and contractual and related allowance adjustments to revenues of $ 5.3 11.1 0.9 2.1 13.8 22.9 0.3 3.9 |
Leases in Accordance with ASU No. 2016-02 | Leases in Accordance with ASU No. 2016-02 We account for leases in accordance with ASU No. 2016-02, Leases (Topic 842) |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets We account for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant and Equipment The Company did not record an asset impairment charge during the three and six months ended June 30, 2021 and 2020. |
Fair Value Measurements | Fair Value Measurements We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. We applied the Level 3 fair value hierarchy in determining the fair value of the VisualMed Series B Preferred Stock on June 30, 2021 as more fully discussed in Note 14. |
Derivative Financial Instruments, Including the Adoption of ASU 2017-11 | Derivative Financial Instruments, Including the Adoption of ASU 2017-11 In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815).” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings (loss) per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common stockholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). When the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. The incremental value of warrants as a result of the down round provisions of $ 99.3 149.6 no |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. When projected future taxable income is insufficient to provide for the realization of deferred tax assets, the Company recognizes a valuation allowance. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2021 and December 31, 2020. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings (loss) per share. Basic earnings (loss) per share of common stock is calculated by dividing net earnings (loss) available to common stockholders by the weighted-average shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted earnings (loss) per share is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants outstanding for the period as determined using the treasury stock method. For purposes of the diluted net loss per share calculation, common stock equivalents are excluded from the calculation when their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss available to common stockholders. See Note 3 for the computation of the loss per share for the three and six months ended June 30, 2021 and 2020. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Available to Common stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share available to common stockholders during the three and six months ended June 30, 2021 and 2020: Schedule of Earnings Per Share Available to Common stockholders 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator Net income (loss) from continuing operations $ (1,490,097 ) $ 2,153,355 $ (5,157,425 ) $ (3,657,354 ) Deemed dividends (99,253,330 ) (3,150,368 ) (149,611,479 ) (3,150,368 ) Net loss available to common stockholders, continuing operations (100,743,427 ) (997,013 ) (154,768,904 ) (6,807,722 ) Net income (loss) from discontinued operations 10,561,415 (31,727 ) 10,334,044 (12,796 ) Net loss available to common stockholders $ (90,182,012 ) $ (1,028,740 ) $ (144,434,155 ) $ (6,820,518 ) Denominator Basic and diluted weighted average shares of common stock outstanding 7,310,286 990 3,799,062 986 Loss per share available to common stockholders, basic and diluted: Continuing operations $ (13.78 ) $ (1,007.08 ) $ (40.74 ) $ (6,904.38 ) Discontinued operations 1.44 (32.05 ) 2.72 (12.98 ) Total basic and diluted $ (12.34 ) $ (1,039.13 ) $ (38.02 ) $ (6,917.36 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2021 and 2020, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share June 30, 2021 2020 Warrants 122,395,632 63,467 Convertible preferred stock 85,852,763 16,761 Convertible debentures 5,963,367 1,548 Stock options 26 26 214,211,788 81,802 |
Accounts Receivable and Incom_2
Accounts Receivable and Income Tax Refunds Receivable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivables at June 30, 2021 (unaudited) and December 31, 2020 consisted of the following: Schedule of Accounts Receivable June 30, December 31, 2021 2020 Accounts receivable $ 13,110,044 $ 16,922,576 Less: Allowance for contractual obligations (7,660,569 ) (13,185,843 ) Allowance for doubtful accounts (4,147,145 ) (1,513,827 ) Accounts receivable owed under sales agreements (1,302,330 ) (1,723,452 ) Accounts receivable, net $ - $ 499,454 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at June 30, 2021 (unaudited) and December 31, 2020 consisted of the following: Schedule of Accrued Expenses June 30, December 31, 2021 2020 Accrued payroll and related liabilities $ 9,133,513 $ 8,263,940 HHS Provider Relief Funds (See Note 2) - 4,400,000 Accrued interest 6,357,858 4,728,942 Accrued legal 1,047,318 1,097,318 Amounts owed under accounts receivable sales agreements in excess of accounts receivable (See Note 4) 173,137 - Other accrued expenses 1,264,073 645,369 Accrued expenses $ 17,975,899 $ 19,135,569 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Short-term Debt [Abstract] | |
Schedule of Notes Payable | The Company and its subsidiaries are party to a number of loans with third parties and affiliates. At June 30, 2021 (unaudited) and December 31, 2020, notes payable consisted of the following: Schedule of Notes Payable Notes Payable – Third Parties June 30, 2021 December 31, 2020 Loan payable to TCA Global Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 16 Principal and interest payments due in various installments through December 31, 2017 $ 1,741,893 $ 1,741,893 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 6 Principal and interest payments due annually from July 12, 2015 through July 12, 2017 291,559 297,068 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 Payment due in installments through November 2020. 1,450,000 1,450,000 Notes payable under the Paycheck Protection Program (“PPP) issued on April 20, 2020 through May 1, 2020 bearing interest at a rate of 1 principal and interest payments are due monthly beginning sixteen months from the date of issuance and the notes mature 40 months from the date of issuance. 2,385,922 2,385,921 The Ponte Note dated January 29, 2020, less original issue discount of $ 0.1 22,500 34,000 due on or before February 5, 2020 through on or before October 21, 2020 50,000 108,350 Notes payable dated January 31, 2021 and February 16, 2021 due six months from the date of issuance bearing interest at 10 245,000 - Warrant pre-payment promissory notes dated February 25, 2021, April 9, 2021, April 16, 2021 and April 22, 2021, non-interest bearing, $ 1,100,000 100,000 payable 12 months from the date of issuance 1,027,630 - 7,192,004 5,983,232 Less current portion (6,394,997 ) (4,786,976 ) Notes payable - third parties, net of current portion $ 797,007 $ 1,196,256 |
Schedule of Notes Payable - Related Parties | Note Payable – Related Party Schedule of Notes Payable - Related Parties June 30, 2021 December 31, 2020 (unaudited) Note payable to Christopher Diamantis due on demand and bearing interest at 10 $ 2,627,000 $ 2,097,000 Total note payable, related party 2,627,000 2,097,000 Less current portion of note payable, related party (2,627,000 ) (2,097,000 ) Total note payable, related party, net of current portion $ - $ - |
Debentures (Tables)
Debentures (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debentures | The carrying amount of all outstanding debentures as of June 30, 2021and December 31, 2020 is as follows: Schedule of Debentures June 30, 2021 December 31, 2020 (unaudited) Debentures $ 12,690,539 $ 12,690,539 Less current portion (12,690,539 ) (12,690,539 ) Debentures, net of current portion $ - $ - |
Finance and Operating Lease O_2
Finance and Operating Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Finance And Operating Lease Obligations | |
Schedule of Lease-related Assets and Liabilities | The following table presents our lease-related assets and liabilities at June 30, 2021 and December 31, 2020: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification June 30, 2021 December 31, 2020 Assets: Operating leases Right-of-use operating lease assets $ 910,541 $ 1,000,272 Finance leases Property and equipment, net 249,985 249,985 Total lease assets $ 1,160,526 $ 1,250,257 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 217,937 $ 172,952 Finance leases Current liabilities 249,985 249,985 Noncurrent: Operating leases Right-of-use operating lease obligations 692,604 827,320 Total lease liabilities $ 1,160,526 $ 1,250,257 Weighted-average remaining term: Operating leases 3.92 4.17 Finance leases 0 0 Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance leases 4.9 % 4.9 % |
Schedule of Information Related to Lease Expense for Finance and Operating Leases | The following table presents certain information related to lease expense for finance and operating leases for the three months and six months ended June 30, 2021 and 2020: Schedule of Information Related to Lease Expense for Finance and Operating Leases Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Finance lease expense: Finance lease expense: $ - $ 10,539 $ - $ 26,349 Finance lease expense: - 46,503 - 93,012 Operating leases: Operating leases: (1) 34,033 69,235 106,583 169,942 Total lease expense $ 34,033 $ 126,277 $ 106,693 $ 289,303 (1) Expenses are included in general and administrative expenses in the consolidated statements of operations. |
Schedule of Supplemental Cash Flow Information | The following table presents supplemental cash flow information for the six months ended June 30, 2021 and 2020: Schedule of Supplemental Cash Flow Information Six Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 102,152 $ 73,812 Operating cash flows for finance leases - 9,455 Financing cash flows for finance leases payments - 100,707 |
Schedule of Future Minimum Rentals Under Right-to-use Operating and Finance Leases | Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows: Schedule of Future Minimum Rentals Under Right-to-use Operating and Finance Leases Right-of-Use Operating Leases Finance Leases Twelve months ended June 30, 2022 $ 314,807 $ 253,776 Twelve months ended June 30, 2023 339,024 - Twelve months ended June 30, 2024 216,239 - Twelve months ended June 30, 2025 222,712 - Twelve months ended June 30, 2026 74,598 - Thereafter - - Total 1,167,380 253,776 Less interest (256,839 ) (3,791 ) Present value of minimum lease payments $ 910,541 $ 249,985 Less current portion of lease obligations (217,937 ) (249,985 ) Lease obligations, net of current portion $ 692,604 $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table sets forth the financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2021 and December 31, 2020: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total As of December 31, 2020: VisualMED Series B Preferred Stock $ - $ - $ - $ - Embedded conversion option of debenture - $ - $ 455,336 $ 455,336 Total $ - $ - $ 455,336 $ 455,336 As of June 30, 2021: VisualMED Series B Preferred Stock $ - $ - $ 8,500,000 $ 8,500,000 Embedded conversion option of debenture - - 455,336 455,336 Total $ - $ - $ 8,955,336 $ 8,955,336 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The following summarizes the information related to the number of shares of common stock issuable under outstanding warrants during the six months ended June 30, 2021: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2020 4,571,165 $ 19.99 Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 117,824,467 Balance at June 30, 2021 122,295,632 $ 0.7465 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash Flow Information | Schedule of Supplemental Disclosure of Cash Flow Information 2021 2020 Six Months Ended June 30, 2021 2020 Cash paid for interest $ - $ 9,455 Cash paid for income taxes $ 281,025 $ - Non-cash investing and financing activities: Preferred stock of VisualMED received from the sale of HTS and AMSG $ 8,500,000 $ - Net liabilities of HTS and AMSG transferred to VisualMED 2,227,152 - Series I-2 Preferred Stock converted into common stock - 25,000 Exchange of Series K Preferred Stock for Series L Preferred Stock - (2,500 ) Issuance of Series L Preferred Stock - 2,500 Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest - 22,000,000 Loans and accrued interest exchanged for Series M Preferred Stock - 18,849,632 Deemed dividend from exchange of loans and accrued interest for Series M Preferred Stock - 3,150,368 Series M Preferred Stock converted into common stock 619,650 - Series N Preferred Stock converted into common stock 13,065,527 - Deemed dividends for trigger of down round provisions 149,611,479 - Original issue discounts on debt 27,630 63,695 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operation of Balance Sheet and Operation Statement | Carrying amounts of major classes of assets and liabilities sold or included as part of discontinued operations in the consolidated balance sheets as of June 30, 2021 and December 31, 2020 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement HTS and AMSG Assets and Liabilities: June 30, 2021 December 31, 2020 (unaudited) Cash $ - $ 31,294 Accounts receivable, net - 151,363 Prepaid expenses and other current assets - 1,717 Current assets classified as held for sale $ - $ 184,374 Property and equipment, net $ - $ 685 Deposits - - Right-of-use assets - - Non-current assets classified as held for sale $ - $ 685 Accounts payable and checks issued in excess of bank balance $ - $ 726,220 Accrued expenses - 1,308,283 Current portion of right-of-use operating lease obligation - - Current portion of notes payable - 168,751 Current liabilities classified as held for sale $ - $ 2,203,254 Note payable $ - $ 69,267 Right-of-use operating lease obligation - - Non-current liabilities classified as held for sale $ - $ 69,267 EPIC Reference Labs, Inc. and Other Subsidiaries Assets and Liabilities: June 30, 2021 December 31, 2020 (unaudited) Cash $ - $ 136 Accounts receivable, net - - Prepaid expenses and other current assets - - Current assets classified as held for sale $ - $ 136 Property and equipment, net $ - $ - Deposits 100,014 100,014 Right-of-use assets 52,284 100,116 Non-current assets classified as held for sale $ 152,298 $ 200,130 Accounts payable and checks in excess of bank balance $ 1,144,088 $ 1,185,158 Accrued expenses 336,410 334,667 Current portion of right-of-use operating lease obligation 52,284 91,166 Current portion of notes payable - - Current liabilities classified as held for sale $ 1,532,782 $ 1,610,991 Note payable $ - $ - Right-of-use operating lease obligation - 8,950 Non-current liabilities classified as held for sale $ - $ 8,950 Consolidated Discontinued Operations Assets and Liabilities: June 30, 2021 December 31, 2020 (unaudited) Cash $ - $ 31,430 Accounts receivable, net - 151,363 Prepaid expenses and other current assets - 1,717 Current assets classified as held for sale $ - $ 184,510 Property and equipment, net $ - $ 685 Deposits 100,014 100,014 Right-of-use assets 52,284 100,116 Non-current assets classified as held for sale $ 152,298 $ 200,815 Accounts payable and checks issued in excess of bank balance $ 1,144,088 $ 1,911,378 Accrued expenses 336,410 1,642,950 Current portion of right-of-use operating lease obligation 52,284 91,166 Current portion of notes payable - 168,751 Current liabilities classified as held for sale $ 1,532,782 $ 3,814,245 Note payable $ - $ 69,267 Right-of-use operating lease obligation - 8,950 Non-current liabilities classified as held for sale $ - $ 78,217 Major line items constituting income (loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2021 and 2020 consisted of the following (unaudited): HTS and AMSG Income (Loss) from Discontinued Operations: Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Revenue from services $ 98,725 $ 103,110 $ 216,941 $ 262,177 Cost of services 1,996 2,212 2,386 10,989 Gross profit 96,729 100,898 214,555 251,188 Operating expenses (267,796 ) (67,366 ) (551,296 ) (251,734 ) Other income (expense) 213 (25,500 ) (9,577 ) (51,431 ) Gain on sale 10,727,152 - 10,727,152 - Provision for income taxes - - - - Income (loss) from discontinued operations $ 10,556,298 $ 8,032 $ 10,380,834 $ (51,977 ) EPIC Reference Labs, Inc. and Other Subsidiaries (Loss) Income from Discontinued Operations: Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Revenue from services $ - $ - $ - $ 442 Cost of services - 110,257 - - Gross profit - (110,257 ) - 442 Operating expenses (46,759 ) (22,537 ) (94,856 ) (51,653 ) Other income (expense) 51,876 93,035 48,771 90,392 Gain on sale - - - - Provision for income taxes - - - - Income (loss) from discontinued operations $ 5,117 $ (39,759 ) $ (46,085 ) $ 39,181 Consolidated (Loss) Income from Discontinued Operations: Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Revenue from services $ 98,725 $ 103,110 $ 216,941 $ 262,619 Cost of services 1,996 112,469 2,386 10,989 Gross profit 96,729 (9,359 ) 214,555 251,630 Operating expenses (314,555 ) (89,903 ) (646,152 ) (303,387 ) Other income (expense) 52,089 67,535 39,194 38,961 Gain on sale 10,727,152 - 10,727,152 - Provision for income taxes - - - - Income (loss) from discontinued operations $ 10,561,415 $ (31,727 ) $ 10,334,749 $ (12,796 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Schedule of Dilutive Effect of Various Potential Common Shares | The following table presents the potential dilutive effect of our various equity-linked instruments as of August 11, 2021: Schedule of Dilutive Effect of Various Potential Common Shares August 11, 2021 Shares of common stock outstanding 29,350,000 Dilutive potential shares: Convertible preferred stock 1,775,720,879 Warrants 2,657,130,516 Convertible debt 235,605,419 Stock options 26 Total dilutive potential shares of common stock, including outstanding common stock 4,697,806,840 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) | Jul. 16, 2021 | Jul. 08, 2021 | Jul. 31, 2020 | Jul. 22, 2020 | Aug. 16, 2021 | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Integer$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020shares |
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||
Reverse Stock Split | As a result of the Reverse Stock Splits, every 10,000 shares of the Company’s common stock then outstanding was combined and automatically converted into one share of the Company’s common stock | |||||||||
Common stock shares authorized | shares | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | |||||||
Preferred stock shares authorized | shares | 5,000,000 | 5,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Estimated contractual allowances | $ 4,000,000 | $ 8,400,000 | $ 9,500,000 | $ 18,900,000 | ||||||
Bad debts | 1,300,000 | 2,700,000 | 4,300,000 | 4,000,000 | ||||||
Allowance for adjustment of revenue | 5,300,000 | 11,100,000 | 13,800,000 | 22,900,000 | ||||||
Net revenues | 928,849 | 2,069,019 | 278,157 | 3,910,109 | ||||||
Deemed dividend | $ 99,300,000 | $ 149,600,000 | $ 0 | $ 0 | ||||||
Visual MED Clinical Solutions Corporation [Member] | Series B Preferred Stock [Member] | ||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 1,000 | $ 1,000 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 90.00% | |||||||||
[custom:NumberOfTradingDays] | Integer | 10 | |||||||||
Assets, Noncurrent | $ 8,500,000 | $ 8,500,000 | ||||||||
Gain (Loss) on Disposition of Assets for Financial Service Operations | 10,700,000 | |||||||||
[custom:GainsLossesOnSalesAssumptionAmount] | $ 2,200,000 | |||||||||
Visual MED Clinical Solutions Corporation [Member] | Series B Preferred Stock [Member] | Noncontrolling Interest [Member] | ||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||
Conversion of Stock, Shares Issued | shares | 14,000 | |||||||||
Health Technology Solutions Inc And Advanced Molecular Services Group [Member] | Series B Preferred Stock [Member] | ||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||
Gain (Loss) on Disposition of Assets for Financial Service Operations | $ 8,500,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||
Reverse Stock Split | every 1,000 shares of the Company’s then outstanding common stock was combined and automatically converted into one share of the Company’s common stock | 1-for 1,000 reverse stock split | ||||||||
Board of Directors [Member] | ||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||
Reverse Stock Split | 1-for-10,000 reverse stock split | |||||||||
Board of Directors [Member] | Subsequent Event [Member] | ||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||
Reverse Stock Split | 1-for-1,000 reverse stock split |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 25, 2021 | Dec. 31, 2020 | |
Entity Listings [Line Items] | ||||||||
[custom:ReliefFunds] | $ 12,400,000 | |||||||
Revenue recognized | $ 2,500,000 | $ 7,500,000 | 12,400,000 | |||||
Working capital | $ 57,500,000 | 57,500,000 | ||||||
Accumulated deficit | 1,012,970,661 | 1,012,970,661 | $ 868,536,506 | |||||
Loss from continuing operations | (2,600,000) | $ (3,200,000) | (7,900,000) | $ (7,100,000) | ||||
Cash used in operating activities | 3,732,497 | $ 9,123,430 | ||||||
Advanced Molecular Services Group and Health Technology Solutions, Inc [Member] | Visual MED [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Disposal Group, Including Discontinued Operation, Liabilities | $ 2,200,000 | |||||||
Advanced Molecular Services Group and Health Technology Solutions, Inc [Member] | Visual MED [Member] | Series B Preferred Stock [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 8,500,000 | |||||||
Public Health and Social Services Emergency Fund [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
[custom:ReliefFunds] | 100,000,000,000 | |||||||
Public Health and Social Services Emergency Fund [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
[custom:ReliefFunds] | $ 30,000,000,000 | |||||||
Provider Relief Funds [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Revenue recognized | $ 1,900,000 | $ 500,000 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share Available to Common stockholders (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) from continuing operations | $ (1,490,097) | $ 2,153,355 | $ (5,157,425) | $ (3,657,354) |
Deemed dividends | (99,253,330) | (3,150,368) | (149,611,479) | (3,150,368) |
Net loss available to common stockholders, continuing operations | (100,743,427) | (997,013) | (154,768,904) | (6,807,722) |
Net income (loss) from discontinued operations | 10,561,415 | (31,727) | 10,334,044 | (12,796) |
Net loss available to common stockholders | $ (90,182,012) | $ (1,028,740) | $ (144,434,155) | $ (6,820,518) |
Basic and diluted weighted average shares of common stock outstanding | 7,310,286 | 990 | 3,799,062 | 986 |
Continuing operations | $ (13.78) | $ (1,007.08) | $ (40.74) | $ (6,904.38) |
Discontinued operations | 1.44 | (32.05) | 2.72 | (12.98) |
Total basic and diluted | $ (12.34) | $ (1,039.13) | $ (38.02) | $ (6,917.36) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 214,211,788 | 81,802 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 122,395,632 | 63,467 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 85,852,763 | 16,761 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 5,963,367 | 1,548 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential shares | 26 | 26 |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - shares | Aug. 02, 2021 | Aug. 11, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 214,211,788 | 81,802 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 4,700,000,000 | 4,697,806,840 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable | $ 13,110,044 | $ 16,922,576 |
Allowance for contractual obligations | (7,660,569) | (13,185,843) |
Allowance for doubtful accounts | (4,147,145) | (1,513,827) |
Accounts receivable owed under sales agreements | (1,302,330) | (1,723,452) |
Accounts receivable, net | $ 499,454 |
Accounts Receivable and Incom_3
Accounts Receivable and Income Tax Refunds Receivable (Details Narrative) - USD ($) | Jan. 29, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||
Percentage of accounts receivable | 58.00% | 78.00% | ||||
Bad debt expenses | $ 1,300,000 | $ 2,700,000 | $ 4,300,000 | $ 4,000,000 | ||
Allowance for doubtful accounts deducted from accounts receivable | 4,147,145 | 4,147,145 | $ 1,513,827 | |||
Allowance for bad debts increased | 2,600,000 | |||||
Accounts Receivable, Sale | 3,300,000 | |||||
Proceeds from Accounts Receivable Securitization | 2,200,000 | |||||
Origination fees | 100,000 | |||||
Gain (Loss) on Sale of Accounts Receivable | (249,500) | 1,200,000 | ||||
Accounts Receivable, after Allowance for Credit Loss | 1,500,000 | 1,500,000 | 1,700,000 | |||
[custom:ReductionOfAccountsReceivable] | 1,300,000 | |||||
[custom:ExcessOfAccountsReceivables-0] | $ 173,137 | 173,137 | ||||
Income tax refunds | 300,000 | $ 0 | ||||
Federal Net Operating Losses [Member] | ||||||
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||
Income tax refunds | 1,100,000 | 1,400,000 | ||||
Other Net Operating Losses [Member] | ||||||
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||
Income tax refunds | 300,000 | $ 1,100,000 | ||||
2015 Federal Tax Return [Member] | ||||||
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||
Income tax refunds | $ 300,000 | |||||
Secured Installment Promissory Note [Member] | ||||||
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||
Origination fees | $ 100,000 | |||||
Principal amount | $ 1,200,000 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accrued payroll and related liabilities | $ 9,133,513 | $ 8,263,940 |
Accrued interest | 6,357,858 | 4,728,942 |
Accrued legal | 1,047,318 | 1,097,318 |
Amounts owed under accounts receivable sales agreements in excess of accounts receivable (See Note 4) | 173,137 | |
Other accrued expenses | 1,264,073 | 645,369 |
Accrued expenses | 17,975,899 | 19,135,569 |
HHS Provider Relief Funds [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred fund charges | $ 4,400,000 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related liabilities | $ 2.7 | $ 2.5 |
Accrued payroll taxes | $ 5 | $ 4.4 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Notes Payable Third Parties One [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Original principal amount | $ 3,000,000 | $ 3,000,000 |
Debt instruments interest rate | 16.00% | 16.00% |
Debt maturity description | Principal and interest payments due in various installments through December 31, 2017 | Principal and interest payments due in various installments through December 31, 2017 |
Notes Payable Third Parties Two [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Original principal amount | $ 500,000 | $ 500,000 |
Debt instruments interest rate | 6.00% | 6.00% |
Debt maturity description | Principal and interest payments due annually from July 12, 2015 through July 12, 2017 | Principal and interest payments due annually from July 12, 2015 through July 12, 2017 |
Notes Payable Third Parties Three [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Original principal amount | $ 1,900,000 | $ 1,900,000 |
Debt maturity description | Payment due in installments through November 2020. | Payment due in installments through November 2020. |
Original issue discount | $ 300,000 | $ 300,000 |
Financing fees debt | $ 100,000 | $ 100,000 |
Notes Payable Third Parties Four [Member] | Paycheck Protection Program [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Debt instruments interest rate | 1.00% | 1.00% |
Debt maturity description | principal and interest payments are due monthly beginning sixteen months from the date of issuance and the notes mature 40 months from the date of issuance. | principal and interest payments are due monthly beginning sixteen months from the date of issuance and the notes mature 40 months from the date of issuance. |
Notes Payable Third Parties Five [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Original principal amount | $ 100,000 | $ 100,000 |
Debt maturity description | due on or before February 5, 2020 through on or before October 21, 2020 | due on or before February 5, 2020 through on or before October 21, 2020 |
Notes Payable Third Parties Five [Member] | Minimum [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Debt instrument periodic payment | $ 22,500 | $ 22,500 |
Notes Payable Third Parties Five [Member] | Maximum [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Debt instrument periodic payment | $ 34,000 | $ 34,000 |
Notes Payable Third Parties Six [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Debt instruments interest rate | 10.00% | 10.00% |
Notes Payable Third Parties Seven [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Original principal amount | $ 1,100,000 | $ 1,100,000 |
Debt maturity description | payable 12 months from the date of issuance | payable 12 months from the date of issuance |
Original issue discount | $ 100,000 | $ 100,000 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Note payable | $ 7,192,004 | $ 5,983,232 |
Less current portion | (6,394,997) | (4,786,976) |
Notes payable - third parties, net of current portion | 797,007 | 1,196,256 |
Notes Payable Third Parties One [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 1,741,893 | 1,741,893 |
Notes Payable Third Parties Two [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 291,559 | 297,068 |
Notes Payable Third Parties Three [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 1,450,000 | 1,450,000 |
Notes Payable Third Parties Four [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 2,385,922 | 2,385,921 |
Notes Payable Third Parties Five [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 50,000 | 108,350 |
Notes Payable Third Parties Six [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 245,000 | |
Notes Payable Third Parties Seven [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | $ 1,027,630 |
Schedule of Notes Payable - Rel
Schedule of Notes Payable - Related Parties (Details) (Parenthetical) | Jun. 30, 2021 | Dec. 31, 2020 |
Mr.Christopher Diamantis [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Debt interest rate | 10.00% | 10.00% |
Schedule of Notes Payable - R_2
Schedule of Notes Payable - Related Parties (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total note payable, related party | $ 2,627,000 | $ 2,097,000 |
Less current portion of note payable, related party | (2,627,000) | (2,097,000) |
Total note payable, related party, net of current portion | ||
Loan Payable to Christopher Diamantis [Member] | ||
Short-term Debt [Line Items] | ||
Total note payable, related party | $ 2,627,000 | $ 2,097,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | May 05, 2021 | May 01, 2020 | Jan. 29, 2020 | Sep. 27, 2019 | Aug. 31, 2021 | Jul. 31, 2021 | May 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 22, 2021 | Apr. 16, 2021 | Apr. 09, 2021 | Feb. 25, 2021 | Dec. 31, 2020 | Apr. 20, 2020 | Feb. 29, 2020 | Nov. 03, 2016 |
Short-term Debt [Line Items] | |||||||||||||||||||
Repayments of Debt | $ 720,000 | ||||||||||||||||||
Notes Payable | $ 7,192,004 | 7,192,004 | $ 5,983,232 | ||||||||||||||||
Proceeds from Notes Payable | 1,245,000 | 1,077,116 | |||||||||||||||||
Amortization of debt | 27,630 | 63,695 | |||||||||||||||||
Repayments of loan | 360,000 | 3,251,387 | |||||||||||||||||
Debt instrumen carrying value | $ 12,690,539 | 12,690,539 | $ 12,690,539 | ||||||||||||||||
Investor [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | |||||||||||||||
Proceeds from issuance of debt | $ 1,000,000 | ||||||||||||||||||
Debt interest rate | 18.00% | 18.00% | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | ||||||||||||||||||
Amortization of debt | $ 4,795 | 27,630 | |||||||||||||||||
Diamantis [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 1,900,000 | 1,400,000 | 1,400,000 | ||||||||||||||||
Accrued interest payable | $ 600,000 | 600,000 | |||||||||||||||||
Repayments of Debt | $ 2,200,000 | 450,000 | |||||||||||||||||
Proceeds from issuance of debt | 1,500,000 | $ 2,100,000 | |||||||||||||||||
Original issue discount | 300,000 | ||||||||||||||||||
Debt Issuance Costs, Net | 100,000 | ||||||||||||||||||
Payment amount | $ 1,000,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 8, 2019 | ||||||||||||||||||
Notes Payable | $ 2,200,000 | ||||||||||||||||||
Mr.Christopher Diamantis [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Debt interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||||
Loans payable | $ 900,000 | $ 4,600,000 | $ 900,000 | 4,600,000 | |||||||||||||||
Repayments of loan | 400,000 | 3,300,000 | |||||||||||||||||
Debt instrumen carrying value | 18,800,000 | 18,800,000 | |||||||||||||||||
Mr Diamantis [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Accrued interest payable | $ 300,000 | 300,000 | $ 200,000 | ||||||||||||||||
Repayments of Debt | $ 1,500,000 | ||||||||||||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||||||||||
Accrued and unpaid interest | $ 36,000 | $ 200,000 | $ 100,000 | $ 500,000 | |||||||||||||||
Tegal Notes [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 341,612 | ||||||||||||||||||
Accrued interest payable | $ 43,000 | ||||||||||||||||||
Repayments of Debt | 50,051 | ||||||||||||||||||
Remaining Principal [Member] | Diamantis [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Payment amount | $ 900,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 26, 2019 | ||||||||||||||||||
PPP Notes [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Payment amount | $ 100,000 | ||||||||||||||||||
Proceeds from Notes Payable | $ 2,400,000 | ||||||||||||||||||
Debt Instrument, Term | 2 years | ||||||||||||||||||
Debt interest rate | 1.00% | ||||||||||||||||||
Ponte Note [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 1,200,000 | ||||||||||||||||||
Original issue discount | $ 100,000 | ||||||||||||||||||
Debt instrument maturity date description | due on or before February 5, 2020 through on or before October 21, 2020, the maturity date. | ||||||||||||||||||
Late payment fee percentage | 10.00% | ||||||||||||||||||
Ponte Note [Member] | Minimum [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Payment amount | $ 22,500 | ||||||||||||||||||
Ponte Note [Member] | Maximum [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Payment amount | $ 34,000 | ||||||||||||||||||
Installment Note [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Penalties | $ 9,850 | 9,850 | |||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 125,000 | ||||||||||||||||||
Payment amount | $ 50,000 | $ 75,000 | |||||||||||||||||
Settlement Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Payment amount | $ 25,000 | $ 25,000 |
Schedule of Debentures (Details
Schedule of Debentures (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Debentures | $ 12,690,539 | $ 12,690,539 |
Less current portion | (12,690,539) | (12,690,539) |
Debentures, net of current portion |
Debentures (Details Narrative)
Debentures (Details Narrative) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)shares$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Short-term Debt [Line Items] | |||||
Long-term Debt | $ 12,700,000 | ||||
Long-term Debt, Gross | $ 12,690,539 | $ 12,690,539 | $ 12,690,539 | ||
Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 18.00% | |||
Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest expenses on debentures | $ 600,000 | $ 1,900,000 | $ 1,100,000 | $ 3,900,000 | |
Convertible Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Long-term Debt, Gross | $ 2,600,000 | $ 2,600,000 | |||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 5.9 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.4407 | $ 0.4407 | |||
Convertible Debentures [Member] | Reverse Stock Splits [Member] | |||||
Short-term Debt [Line Items] | |||||
Long-term Debt, Gross | $ 5,600,000 | $ 5,600,000 | |||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 0.1 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 52 | $ 52 | |||
Non Convertible Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Long-term Debt, Gross | $ 4,500,000 | $ 4,500,000 |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Alcimede LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Finance And Operating Lease Obligations | ||
Operating leases, Assets | $ 910,541 | $ 1,000,272 |
Finance leases, Assets | 249,985 | 249,985 |
Total lease assets | 1,160,526 | 1,250,257 |
Operating leases Liabilities, Current | 217,937 | 172,952 |
Finance leases Liabilities, Current | 249,985 | 249,985 |
Operating leases Liabilities, Non-current | 692,604 | 827,320 |
Total lease liabilities | $ 1,160,526 | $ 1,250,257 |
Weighted-average remaining term: Operating leases | 3 years 11 months 1 day | 4 years 2 months 1 day |
Weighted-average remaining term: Finance leases | 0 years | 0 years |
Weighted-average discount rate: Operating leases | 13.00% | 13.00% |
Weighted-average discount rate: Finance leases | 4.90% | 4.90% |
Schedule of Information Related
Schedule of Information Related to Lease Expense for Finance and Operating Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Finance And Operating Lease Obligations | |||||
Finance lease expense: Depreciation/amortization of leased assets | $ 10,539 | $ 26,349 | |||
Finance lease expense: Interest on lease liabilities | 46,503 | 93,012 | |||
Operating leases: Short-term lease expense | [1] | 34,033 | 69,235 | 106,583 | 169,942 |
Total lease expense | $ 34,033 | $ 126,277 | $ 106,693 | $ 289,303 | |
[1] | Expenses are included in general and administrative expenses in the consolidated statements of operations. |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Operating cash flows for operating leases | $ 102,152 | $ 73,812 |
Operating cash flows for finance leases | 9,455 | |
Financing cash flows for finance leases payments | $ 100,707 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rentals Under Right-to-use Operating and Finance Leases (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Finance And Operating Lease Obligations | ||
Twelve months ended June 30, 2022, Right-to-Use Operating Leases | $ 314,807 | |
Twelve months ended June 30, 2022, Finance Leases | 253,776 | |
Twelve months ended June 30, 2023, Right-to-Use Operating Leases | 339,024 | |
Twelve months ended June 30, 2023, Finance Leases | ||
Twelve months ended June 30, 2024, Right-to-Use Operating Leases | 216,239 | |
Twelve months ended June 30, 2024, Finance Leases | ||
Twelve months ended June 30, 2025, Right-to-Use Operating Leases | 222,712 | |
Twelve months ended June 30, 2025, Finance Leases | ||
Twelve months ended June 30, 2026, Right-to-Use Operating Leases | 74,598 | |
Twelve months ended June 30, 2026, Finance Leases | ||
Thereafter, Right-to-Use Operating Leases | ||
Thereafter, Finance Leases | ||
Total, Right-to-Use Operating Leases | 1,167,380 | |
Total, Finance Leases | 253,776 | |
Less interest, Right-to-Use Operating Leases | (256,839) | |
Less interest, Finance Leases | (3,791) | |
Present value of minimum lease payments, Right-to-Use Operating Leases | 910,541 | |
Present value of minimum lease payments, Finance Leases | 249,985 | |
Less current portion of lease obligations, Right-to-Use Operating Leases | (217,937) | $ (172,952) |
Less current portion of lease obligations, Finance Leases | (249,985) | (249,985) |
Lease obligations, net of current portion, Right-to-Use Operating Leases | 692,604 | $ 827,320 |
Lease obligations, net of current portion, Finance Leases |
Finance and Operating Lease O_3
Finance and Operating Lease Obligations (Details Narrative) $ in Millions | Jun. 30, 2021USD ($) |
Finance And Operating Lease Obligations | |
Future minimum lease payments and accrued interest | $ 0.2 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | $ 8,955,336 | $ 455,336 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 8,955,336 | 455,336 |
VisualMED Series B Preferred Stock [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 8,500,000 | |
VisualMED Series B Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
VisualMED Series B Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
VisualMED Series B Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 8,500,000 | |
Embedded Conversion Options [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 455,336 | 455,336 |
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | ||
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | $ 455,336 | $ 455,336 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value of derivative liabilities | $ 8,955,336 | $ 8,955,336 | $ 455,336 | ||
Derivative liabilities | 455,336 | $ 455,336 | 455,336 | ||
Percentage of market price | 85.00% | ||||
Fair Value Conversion Option | 0 | $ 0 | $ 0 | $ 0 | |
Deemed dividends | $ 99,300,000 | $ 3,200,000 | $ 149,600,000 | $ 3,200,000 | |
Derivative [Member] | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumptions, measurement input, percentage | 0.06% | 0.06% | |||
Fair value assumptions, measurement input, percentage | 216.72% | 213.25% | |||
Derivative [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumptions, measurement input, weighted average remaining term | 7 months 28 days | 7 months 28 days | |||
Derivative [Member] | Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumptions, measurement input, percentage | 0.07% | 0.10% | |||
Fair value assumptions, measurement input, percentage | 253.20% | 253.20% | |||
Derivative [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumptions, measurement input, weighted average remaining term | 1 year | 1 year 2 months 15 days | |||
VisualMED Series B Preferred Stock [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value of derivative liabilities | $ 8,500,000 | $ 8,500,000 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants, Outstanding, Beginning balance | 4,571,165 |
Weighted average exercise price, Warrants outstanding, Beginning balance | $ / shares | $ 19.99 |
Number of warrants, Increase during the period as a result of down round provisions | 117,824,467 |
Number of warrants, Outstanding, Ending balance | 122,295,632 |
Weighted average exercise price, Warrants outstanding, Ending balance | $ / shares | $ 0.7465 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | Aug. 10, 2021 | Aug. 31, 2020 | Jun. 30, 2020 | May 05, 2020 | May 04, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||||
Common stock shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | ||||||||
Deemed dividend | $ 99,300,000 | $ 3,200,000 | $ 149,600,000 | $ 3,200,000 | ||||||
Debt converted into shares | 13,065.53 | 1,001 | ||||||||
Proceeds from Issuance of Preferred Stock | $ 2,500,000 | |||||||||
Common stock shares issued | 10,000,000 | 10,000,000 | 39,648 | |||||||
Common stock shares outstanding | 10,000,000 | 10,000,000 | 39,648 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 26 | 26 | ||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 2,992,125 | $ 2,992,125 | ||||||||
March 2017 Debentures [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercisable into common stock | 108,900,000 | |||||||||
Warrants exercise price | $ 0.4407 | $ 0.4407 | ||||||||
March 2017 Debentures [Member] | Series A Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercisable into common stock | 40,800,000 | |||||||||
Warrants exercisable term | 5 years | 5 years | ||||||||
March 2017 Debentures [Member] | Series B Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercisable into common stock | 26,100,000 | |||||||||
March 2017 Debentures [Member] | Series C Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercisable into common stock | 42,000,000 | |||||||||
Warrants exercisable term | 5 years | 5 years | ||||||||
Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants issued | 122,400,000 | |||||||||
Number of warrants issued as anti-dilution provision | 117,800,000 | |||||||||
2007 Equity Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 10 months 13 days | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 | $ 0 | ||||||||
Board of Directors [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred Stock, Shares Issued | 10,000 | 10,000 | ||||||||
Exchange Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued upon conversion, value | $ 250,000 | |||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares outstanding | 1,750,000 | |||||||||
Series H Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 14,202 | 14,202 | 14,202 | |||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock shares outstanding | 10 | 10 | 10 | |||||||
Preferred Stock, Shares Issued | 10 | 10 | 10 | |||||||
Series L Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares outstanding | 250,000 | |||||||||
Series M Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 30,000 | 30,000 | 30,000 | |||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock shares outstanding | 21,380 | 21,380 | 22,000 | |||||||
Debt and accrued interest | $ 22,000,000 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 619.65 | |||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ 600,000 | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 450,000 | 450,000 | ||||||||
Debt converted into shares | 619.65 | |||||||||
Preferred Stock, Shares Issued | 21,380 | 21,380 | 22,000 | |||||||
Debt converted into shares | 9,510,352 | |||||||||
Series M Preferred Stock [Member] | Diamantis [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 30,000 | 30,000 | 30,000 | |||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Gain on extinguishment of debt | $ 18,800,000 | |||||||||
Exchange of shares | 22,000 | |||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Deemed dividend | $ 3,200,000 | |||||||||
Debt and accrued interest | $ 18,800,000 | |||||||||
Series N Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares outstanding | 16,368.88 | 16,368.88 | ||||||||
Series O Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 10,000 | 10,000 | 10,000 | |||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock shares outstanding | 2,750 | 2,750 | 0 | |||||||
Preferred stock, stated value | $ 1,000 | $ 1,000 | ||||||||
Preferred Stock, Shares Issued | 4,400 | 2,750 | 2,750 | 0 | ||||||
Proceeds from Issuance of Preferred Stock | $ 4,000,000 | $ 2,500,000 | ||||||||
Series L Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 250,000 | 250,000 | 250,000 | |||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock shares outstanding | 250,000 | 250,000 | 250,000 | |||||||
Preferred Stock, Shares Issued | 250,000 | 250,000 | 250,000 | |||||||
Series L Preferred Stock [Member] | Exchange Agreement [Member] | Alcimede LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued upon conversion, value | $ 250,000 | |||||||||
Series K Preferred Stock [Member] | Exchange Agreement [Member] | Alcimede LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued upon conversion, value | $ 250,000 | |||||||||
Series I-1 and Series I-2 Preferred Stock [Member] | Exchange and Redemption Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 30,435.52 | |||||||||
Series N Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares authorized | 50,000 | 50,000 | 50,000 | |||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock shares outstanding | 16,369 | 16,369 | 29,434 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 9,510,352 | 9,510,352 | 38,371 | |||||||
Debt converted into shares | 1,100 | |||||||||
Stock Issued During Period, Value, Conversion of Units | $ 13,100,000 | $ 1,000,000 | ||||||||
Preferred Stock, Shares Issued | 16,369 | 16,369 | 29,434 | |||||||
Dividend rate | 10.00% | |||||||||
Debt conversion description | The conversion price is equal to 90% of the lowest VWAP during the 10 trading days immediately prior to the conversion date. Holders of the Series O Preferred Stock are prohibited from converting Series O Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after notice to the Company. | |||||||||
Number of shares converted | 450,000 | |||||||||
Debt converted into shares | 13,065.53 | |||||||||
Series I Two Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares converted | 21.25 | |||||||||
Number of common shares issued | 25 |
Schedule of Supplemental Disclo
Schedule of Supplemental Disclosure of Cash Flow Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Dividends Payable [Line Items] | ||
Cash paid for interest | $ 9,455 | |
Cash paid for income taxes | 281,025 | |
Preferred stock of VisualMED received from the sale of HTS and AMSG | 8,500,000 | |
Net liabilities of HTS and AMSG transferred to VisualMED | 2,227,152 | |
Series I-2 Preferred Stock converted into common stock | 25,000 | |
Exchange of Series K Preferred Stock for Series L Preferred Stock | (2,500) | |
Issuance of Series L Preferred Stock | 2,500 | |
Issuance of Series M Preferred Stock in exchange for related party loans and accrued interest | 22,000,000 | |
Loans and accrued interest exchanged for Series M Preferred Stock | 18,849,632 | |
Deemed dividend from exchange of loans and accrued interest for Series M Preferred Stock | 3,150,368 | |
Deemed dividends for trigger of down round provisions | 149,611,479 | |
Original issue discounts on debt | 27,630 | 63,695 |
Series M Preferred Stock [Member] | ||
Dividends Payable [Line Items] | ||
Series N Preferred Stock converted into common stock | 619,650 | |
Series N Preferred Stock [Member] | ||
Dividends Payable [Line Items] | ||
Series N Preferred Stock converted into common stock | $ 13,065,527 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jun. 28, 2021 | Feb. 08, 2017 | Jan. 24, 2017 | Aug. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | May 31, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 30, 2019 | May 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | May 31, 2021 | Dec. 31, 2020 | Feb. 28, 2020 | Dec. 07, 2016 | Nov. 30, 2016 | Sep. 27, 2016 |
Entity Listings [Line Items] | ||||||||||||||||||||
Income tax liability | $ 1,000,000 | |||||||||||||||||||
Income tax receivable | $ 300,000 | $ 0 | $ 900,000 | |||||||||||||||||
Repayment of debt | 720,000 | |||||||||||||||||||
Payment for notes payable | 100,508 | 793,715 | ||||||||||||||||||
Repayment of related party debt | 360,000 | 3,251,387 | ||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Litigation settlement in judgment | 109,739 | |||||||||||||||||||
Accounts Receivable Sales Agreements [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Legal obligations | 1,500,000 | |||||||||||||||||||
Holders of Tegal Notes [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Equipment lease outstanding balance | $ 341,612 | |||||||||||||||||||
Accrued interest | $ 43,000 | |||||||||||||||||||
Payment for notes payable | 50,051 | |||||||||||||||||||
Mr Diamantis [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Repayment of debt | 1,500,000 | |||||||||||||||||||
Accrued interest | 300,000 | $ 200,000 | ||||||||||||||||||
Payment in settlement of judgment | $ 2,158,168 | $ 600,000 | ||||||||||||||||||
Penality Interest rate | 2000.00% | |||||||||||||||||||
Mr Diamantis [Member] | Promissory Note [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Due to related party | $ 2,000,000 | |||||||||||||||||||
Florida Department of Revenue [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Income tax penalties and interest accrued | $ 900,000 | |||||||||||||||||||
Due to related party | $ 400,000 | |||||||||||||||||||
DeLage Landen Financial Services, Inc. [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Litigation settlement in judgment | $ 1,000,000 | |||||||||||||||||||
Implicit interest rate | 4.97% | |||||||||||||||||||
Equipment lease outstanding balance | 200,000 | |||||||||||||||||||
2015 Federal Income Tax Audit [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Income tax liability | 800,000 | |||||||||||||||||||
Income tax receivable | 1,100,000 | |||||||||||||||||||
Repayment of debt | 300,000 | |||||||||||||||||||
EPIC Reference Laboratories, Inc. [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Settlement payable | $ 1,100,000 | |||||||||||||||||||
Litigation settlement in judgment | $ 155,000 | |||||||||||||||||||
Medytox Solutions, Inc [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Discharge of payment | 2,030,000 | |||||||||||||||||||
Shared Medical Services, Inc [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Damages claim amount | $ 90,000 | |||||||||||||||||||
Damages charges | $ 100,000 | |||||||||||||||||||
CHSPCS [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Payment in settlement of judgment | 130,000 | |||||||||||||||||||
Judgement against amount | $ 592,650 | |||||||||||||||||||
Morrison Management Specialists, Inc [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Judgement against amount | $ 194,455 | |||||||||||||||||||
Newstat, PLLC [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Judgement against amount | $ 190,600 | |||||||||||||||||||
Ponte Investments LLC [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Judgement against amount | $ 241,332 | |||||||||||||||||||
Ponte Investments LLC [Member] | Settlement Agreement [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Due to related party | $ 125,000 | |||||||||||||||||||
Repayment of related party debt | 75,000 | |||||||||||||||||||
Ponte Investments LLC [Member] | Settlement Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Repayment of related party debt | $ 25,000 | $ 25,000 | ||||||||||||||||||
Ponte Investments LLC [Member] | Settlement Agreement [Member] | Two Monthly [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Repayment of related party debt | $ 50,000 | |||||||||||||||||||
Jellico Community Hospital and Big South Fork Medical Center [Member] | ||||||||||||||||||||
Entity Listings [Line Items] | ||||||||||||||||||||
Litigation settlement in judgment | $ 60,000 |
Schedule of Discontinued Operat
Schedule of Discontinued Operation of Balance Sheet and Operation Statement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | $ 31,430 | ||||
Accounts receivable, net | 151,363 | ||||
Prepaid expenses and other current assets | 1,717 | ||||
Current assets classified as held for sale | 184,510 | ||||
Property and equipment, net | 685 | ||||
Deposits | 100,014 | 100,014 | 100,014 | ||
Right of use assets | 52,284 | 52,284 | 100,116 | ||
Non-current assets classified as held for sale | 152,298 | 152,298 | 200,815 | ||
Accounts payable and checks issued in excess of bank balance | 1,144,088 | 1,144,088 | 1,911,378 | ||
Accrued expenses | 336,410 | 336,410 | 1,642,950 | ||
Current portion of right-of-use operating lease obligation | 52,284 | 52,284 | 91,166 | ||
Current portion of notes payable | 168,751 | ||||
Current liabilities classified as held for sale | 1,532,782 | 1,532,782 | 3,814,245 | ||
Note payable | 69,267 | ||||
Right-of-use operating lease obligation | 8,950 | ||||
Liabilities classified as held for sale | 78,217 | ||||
Revenue from services | 98,725 | $ 103,110 | 216,941 | $ 262,619 | |
Cost of services | 1,996 | 112,469 | 2,386 | 10,989 | |
Gross profit | 96,729 | (9,359) | 214,555 | 251,630 | |
Operating expenses | (314,555) | (89,903) | (646,152) | (303,387) | |
Other income (expense) | 52,089 | 67,535 | 39,194 | 38,961 | |
Gain on sale | 10,727,152 | 10,727,152 | |||
Provision for income taxes | |||||
Income (loss) from discontinued operations | 10,561,415 | (31,727) | 10,334,749 | (12,796) | |
Gain on sale | (10,727,152) | (10,727,152) | |||
Advanced Molecular Services Group and Health Technology Solutions, Inc [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | 31,294 | ||||
Accounts receivable, net | 151,363 | ||||
Prepaid expenses and other current assets | 1,717 | ||||
Current assets classified as held for sale | 184,374 | ||||
Property and equipment, net | 685 | ||||
Deposits | |||||
Right of use assets | |||||
Non-current assets classified as held for sale | 685 | ||||
Accounts payable and checks issued in excess of bank balance | 726,220 | ||||
Accrued expenses | 1,308,283 | ||||
Current portion of right-of-use operating lease obligation | |||||
Current portion of notes payable | 168,751 | ||||
Current liabilities classified as held for sale | 2,203,254 | ||||
Note payable | 69,267 | ||||
Right-of-use operating lease obligation | |||||
Liabilities classified as held for sale | 69,267 | ||||
Revenue from services | 98,725 | 103,110 | 216,941 | 262,177 | |
Cost of services | 1,996 | 2,212 | 2,386 | 10,989 | |
Gross profit | 96,729 | 100,898 | 214,555 | 251,188 | |
Operating expenses | (267,796) | (67,366) | (551,296) | (251,734) | |
Other income (expense) | 213 | (25,500) | (9,577) | (51,431) | |
Gain on sale | 10,727,152 | 10,727,152 | |||
Provision for income taxes | |||||
Income (loss) from discontinued operations | 10,556,298 | 8,032 | 10,380,834 | (51,977) | |
Gain on sale | (10,727,152) | (10,727,152) | |||
EPIC Reference Labs, Inc. [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | 136 | ||||
Accounts receivable, net | |||||
Prepaid expenses and other current assets | |||||
Current assets classified as held for sale | 136 | ||||
Property and equipment, net | |||||
Deposits | 100,014 | 100,014 | 100,014 | ||
Right of use assets | 52,284 | 52,284 | 100,116 | ||
Non-current assets classified as held for sale | 152,298 | 152,298 | 200,130 | ||
Accounts payable and checks issued in excess of bank balance | 1,144,088 | 1,144,088 | 1,185,158 | ||
Accrued expenses | 336,410 | 336,410 | 334,667 | ||
Current portion of right-of-use operating lease obligation | 52,284 | 52,284 | 91,166 | ||
Current portion of notes payable | |||||
Current liabilities classified as held for sale | 1,532,782 | 1,532,782 | 1,610,991 | ||
Note payable | |||||
Right-of-use operating lease obligation | 8,950 | ||||
Liabilities classified as held for sale | $ 8,950 | ||||
Revenue from services | 442 | ||||
Cost of services | 110,257 | ||||
Gross profit | (110,257) | 442 | |||
Operating expenses | (46,759) | (22,537) | (94,856) | (51,653) | |
Other income (expense) | 51,876 | 93,035 | 48,771 | 90,392 | |
Gain on sale | |||||
Provision for income taxes | |||||
Income (loss) from discontinued operations | 5,117 | (39,759) | (46,085) | 39,181 | |
Gain on sale |
Schedule of Dilutive Effect of
Schedule of Dilutive Effect of Various Potential Common Shares (Details) - shares | Aug. 02, 2021 | Aug. 11, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 214,211,788 | 81,802 | ||
Convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 85,852,763 | 16,761 | ||
Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 122,395,632 | 63,467 | ||
Share-based Payment Arrangement, Option [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 26 | 26 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 4,700,000,000 | 4,697,806,840 | ||
Subsequent Event [Member] | Common Shares Outstanding [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 29,350,000 | |||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 1,775,720,879 | |||
Subsequent Event [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 2,657,130,516 | |||
Subsequent Event [Member] | Convertible Debt [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 235,605,419 | |||
Subsequent Event [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Subsequent Event [Line Items] | ||||
Total dilutive potential common shares, including outstanding common stock | 26 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 10, 2021 | Jul. 16, 2021 | Aug. 13, 2020 | Jul. 31, 2020 | Aug. 16, 2021 | Aug. 13, 2021 | Aug. 11, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||||
Stock issued during period, value | $ 2,500 | ||||||||||
Proceeds from issuance of preferred stock | $ 2,500,000 | ||||||||||
Reverse stock split, description | As a result of the Reverse Stock Splits, every 10,000 shares of the Company’s common stock then outstanding was combined and automatically converted into one share of the Company’s common stock | ||||||||||
Preferred stock voting percentage, description | Mr. Diamantis entered into the Voting Agreement with the Company, Mr. Lagan and Alcimede (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis, Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Regardless of the number of shares of Series M Preferred Stock outstanding and so long as at least one share of Series M Preferred Stock is outstanding, the outstanding shares of Series M Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Reverse stock split, description | every 1,000 shares of the Company’s then outstanding common stock was combined and automatically converted into one share of the Company’s common stock | 1-for 1,000 reverse stock split | |||||||||
Series N Convertible Redeemable Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued for conversion | 19,350,000 | ||||||||||
Number of shares converted | 700.57 | ||||||||||
Number of shares converted, value | $ 700,000 | ||||||||||
Series O Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from issuance of preferred stock | $ 4,000,000 | $ 2,500,000 | |||||||||
Preferred stock, shares outstanding | 2,750 | 0 | |||||||||
Series O Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares issued during period, shares | 1,650 | ||||||||||
Stock issued during period, value | $ 1,650,000 | ||||||||||
Proceeds from issuance of preferred stock | $ 1,500,000 | ||||||||||
Preferred stock, shares outstanding | 4,400 | ||||||||||
Preferred stock, stated value | $ 4,400,000 |