Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 422,532 | ||
Entity Common Stock, Shares Outstanding | 29,934,322,257 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Haynie & Company | ||
Auditor Location | Salt Lake City, Utah | ||
Auditor Firm ID | 457 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 499,470 | $ 724,524 |
Accounts receivable, net | 3,110,969 | 2,079,288 |
Note receivable / receivable from related party | 1,457,253 | 374,473 |
Inventory | 242,645 | 280,513 |
Prepaid expenses and other current assets | 215,365 | 121,879 |
Income tax refunds receivable | 837,460 | 1,139,226 |
Total current assets | 6,363,162 | 4,719,903 |
Property and equipment, net | 4,194,299 | 4,630,090 |
Intangible asset | 259,443 | 259,443 |
Investment | 9,016,072 | 9,016,072 |
Deposits | 165,530 | 187,814 |
Right-of-use assets | 574,256 | 821,274 |
Total assets | 20,572,762 | 19,634,596 |
Current liabilities: | ||
Accounts payable (includes related party amounts of $47,636 and $0.3 million, respectively) | 11,514,322 | 12,135,237 |
Accrued expenses (includes related party amounts of $0 and $0.3 million, respectively) | 19,563,808 | 15,499,935 |
Income taxes payable | 1,348,425 | 1,337,342 |
Current portion of notes payable | 2,917,390 | 4,667,819 |
Current portion of loan payable, related party | 2,995,000 | 2,127,000 |
Current portion of debentures | 8,622,240 | 8,222,240 |
Current portion of right-of-use operating lease obligations | 215,063 | 247,017 |
Current portion of finance lease obligation | 220,461 | 220,461 |
Derivative liabilities | 455,336 | 455,336 |
Current liabilities of discontinued operations | 1,456,112 | 1,449,476 |
Total current liabilities | 49,308,157 | 46,361,863 |
Right-of-use operating lease obligations, net of current portion | 359,193 | 574,257 |
Total liabilities | 49,667,350 | 46,936,120 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock | ||
Common stock, $0.0001 par value, 250,000,000,000 shares authorized, 29,084,322,257 and 4,244,700 shares issued and outstanding, respectively | 2,908,432 | 424 |
Additional paid-in-capital | 1,671,571,834 | 1,342,085,957 |
Accumulated deficit | (1,703,577,780) | (1,369,408,356) |
Total stockholders’ deficit | (29,094,588) | (27,301,524) |
Total liabilities and stockholders’ deficit | 20,572,762 | 19,634,596 |
Series F Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | 17,500 | |
Series H Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | ||
Series L Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | 2,500 | 2,500 |
Series M Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | 208 | 208 |
Series N Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | 29 | 59 |
Series O Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | 87 | 99 |
Series P Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock | $ 102 | $ 85 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts payable, related parties, current | $ 47,636 | $ 300,000 |
Accrued expenses, related parties, current | $ 0 | $ 300,000 |
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 | 250,000,000,000 | 250,000,000,000 |
Common stock shares issued | 29,084,322,257 | 4,244,700 |
Common stock shares outstanding | 29,084,322,257 | 4,244,700 |
Series F Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1 | $ 1 |
Preferred stock shares authorized | 1,750,000 | 1,750,000 |
Preferred stock shares issued | 0 | 1,750,000 |
Preferred stock shares outstanding | 0 | 1,750,000 |
Series H Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 14,202 | 14,202 |
Preferred stock shares issued | 10 | 10 |
Preferred stock shares outstanding | 10 | 10 |
Series L Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1 | $ 1 |
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 stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 30,000 | 30,000 |
Preferred stock shares issued | 20,810 | 20,810 |
Preferred stock shares outstanding | 20,810.35 | 20,810 |
Series N Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 50,000 | 50,000 |
Preferred stock shares issued | 2,900 | 5,936 |
Preferred stock shares outstanding | 2,900.31 | 5,936 |
Series O Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 10,000 | 10,000 |
Preferred stock shares issued | 8,685 | 9,900 |
Preferred stock shares outstanding | 8,685.09 | 9,900 |
Series P Preferred Stock [Member] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock stated par value | $ 1,000 | $ 1,000 |
Preferred stock shares authorized | 30,000 | 30,000 |
Preferred stock shares issued | 10,195 | 8,545 |
Preferred stock shares outstanding | 10,194.87 | 8,545 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenues | $ 13,036,172 | $ 3,223,896 |
Operating expenses: | ||
Direct costs of revenues | 6,767,921 | 5,292,430 |
General and administrative expenses | 7,208,414 | 7,507,613 |
Asset impairment | 2,300,826 | |
Depreciation and amortization | 469,371 | 643,551 |
Total operating expenses | 14,445,706 | 15,744,420 |
Loss from continuing operations before other income (expense) and income taxes | (1,409,534) | (12,520,524) |
Other income (expense): | ||
Other income, net | 499,681 | 5,376,244 |
Gain from forgiveness of debt | 334,819 | 1,985,121 |
(Loss) gain from legal settlements, net | (129,153) | 3,252,144 |
Interest expense | (2,257,544) | (3,185,828) |
Total other income (expense), net | (1,552,197) | 7,427,681 |
Net loss from continuing operations before income taxes | (2,961,731) | (5,092,843) |
Provision for income taxes | (312,849) | (179,530) |
Net loss from continuing operations | (3,274,580) | (5,272,373) |
Loss from discontinued operations | (18,475) | (426,409) |
Gain on sale | 11,303,939 | |
Total (loss) income from discontinued operations | (18,475) | 10,877,530 |
Net (loss) income | (3,293,055) | 5,605,157 |
Deemed dividends | (330,876,369) | (506,477,007) |
Net loss available to common stockholders | $ (334,169,424) | $ (500,871,850) |
Net (loss) income per share of common stock available to common stockholders- basic and diluted: | ||
Continuing operations | $ (0.03) | $ (933.21) |
Discontinued operations | 0 | 19.84 |
Total basic and diluted | $ (0.03) | $ (913.37) |
Weighted average number of shares of common stock outstanding during the period: | ||
Basic and diluted | 9,992,238,468 | 548,377 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 20,514 | $ 819,498,240 | $ (868,536,506) | $ (49,017,752) | |
Balance, shares at Dec. 31, 2020 | 2,051,444 | 4 | |||
Conversions of Series N Preferred Stock into common stock | $ (235) | $ 423 | (188) | ||
Conversions of Series N Preferred Stock into common stock, shares | (23,498) | 4,235,151 | |||
Deemed dividends from issuance of Series P Preferred Stock | 2,382,985 | (2,382,985) | |||
Payment of cash in lieu of fractional shares | (244) | (244) | |||
Deemed dividends from triggers of down round provisions | 490,216,635 | (490,216,635) | |||
Net income (loss) | 5,605,157 | 5,605,157 | |||
Conversions of Series M Preferred Stock into common stock | $ (6) | (6) | |||
Conversions of Series M Preferred Stock into common stock, shares | (620) | 45 | |||
Exchange of Series M Preferred Stock for common stock | $ (6) | $ 1 | (5) | ||
Exchange of Series M Preferred Stock for common stock, shares | (570) | 9,500 | |||
Issuances of Series O Preferred Stock | $ 99 | 8,999,901 | 9,000,000 | ||
Issuances of Series O Preferred Stock, shares | 9,900 | ||||
Deemed dividends from issuances of Series O Preferred Stock | 2,000,000 | (2,000,000) | |||
Issuance of Series P Preferred Stock in exchange for debentures, warrant promissory notes and accrued interest | $ 85 | 7,111,230 | 7,111,315 | ||
Issuance of Series P Preferred Stock in exchange for debentures, warrant promissory notes and accrued interest, shares | 8,545 | ||||
Deemed dividends from issuance of warrants under exchange agreement | 341,525 | (341,525) | |||
Deemed dividends from extensions of warrants | 11,535,862 | (11,535,862) | |||
Balance at Dec. 31, 2021 | $ 20,451 | $ 424 | 1,342,085,957 | (1,369,408,356) | (27,301,524) |
Balance, shares at Dec. 31, 2021 | 2,045,201 | 4,244,700 | |||
Conversion of Series F Preferred Stock into common stock | $ (17,500) | (17,500) | |||
Conversion of Series F Preferred Stock into common stock, shares | (1,750,000) | 1 | |||
Conversions of Series N Preferred Stock into common stock | $ (30) | $ 1,599,408 | (1,599,378) | ||
Conversions of Series N Preferred Stock into common stock, shares | (3,036) | 15,994,077,566 | |||
Conversions of Series O Preferred Stock into common stock | $ (12) | $ 1,308,600 | (1,308,588) | ||
Conversions of Series O Preferred Stock into common stock, shares | (1,215) | 13,086,000,000 | |||
Issuances of Series P Preferred Stock | $ 17 | 1,499,983 | 1,500,000 | ||
Issuances of Series P Preferred Stock, shares | 1,650 | ||||
Deemed dividends from issuance of Series P Preferred Stock | 333,333 | (333,333) | |||
Payment of cash in lieu of fractional shares | (9) | (9) | |||
Payment of cash in lieu of fractional shares, shares | (10) | ||||
Deemed dividends from triggers of down round provisions | 330,543,036 | (330,543,036) | |||
Net income (loss) | (3,293,055) | (3,293,055) | |||
Balance at Dec. 31, 2022 | $ 2,926 | $ 2,908,432 | $ 1,671,571,834 | $ (1,703,577,780) | $ (29,094,588) |
Balance, shares at Dec. 31, 2022 | 292,600 | 29,084,322,257 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (3,274,580) | $ (5,272,373) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 469,371 | 643,551 |
Non-cash interest (income) expense, net | (162,819) | 160,715 |
Gain from forgiveness of debt | (334,819) | (1,985,121) |
Asset impairment | 2,300,826 | |
Net loss (gain) from legal settlements | 129,153 | (3,252,144) |
Loss on disposal of equipment | 1,650 | 271,542 |
Income from federal government provider relief funds | (595,692) | (4,400,000) |
Other income from federal employee retention credits | (1,505,349) | |
Gain from sale of discontinued operations | (11,303,939) | |
(Loss) income from discontinued operations | (18,475) | 10,877,530 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (343,446) | (544,616) |
Inventory | 37,868 | 164,902 |
Prepaid expenses and other current assets | (93,486) | 26,643 |
Security deposits | 22,284 | 75,807 |
Change in right-of-use assets | 247,018 | 178,998 |
Accounts payable | (57,989) | 86,416 |
Accrued expenses | 3,683,147 | 4,454,308 |
Change in right-of-use operating lease obligations | (247,018) | (178,998) |
Income tax assets and liabilities | 312,849 | 179,530 |
Net cash used in operating activities of continuing operations | (224,984) | (9,021,772) |
Net cash provided by operating activities of discontinued operations | 6,636 | 109,090 |
Net cash used in operating activities | (218,348) | (8,912,682) |
Cash flows from investing activities: | ||
Purchases of equipment | (35,230) | |
Note receivable / receivable from related party | (869,961) | (374,473) |
Net cash used in investing activities of continuing operations | (905,191) | (374,473) |
Net cash from investing activities of discontinued operations | ||
Net cash used in investing activities | (905,191) | (374,473) |
Cash flows from financing activities: | ||
Proceeds from issuances of notes payable | 1,245,000 | |
Proceeds from issuance of related party loans | 1,050,000 | 890,000 |
Payments on related party loans | (182,000) | (860,000) |
Proceeds from issuance of debentures | 500,000 | |
Payments of debentures | (150,000) | |
Payments on notes payable | (1,415,610) | (723,009) |
Receivables paid under accounts receivable sales agreements | (688,235) | (459,751) |
Federal government provider relief funds | 284,339 | 863,452 |
Proceeds from issuance of Series O Preferred Stock | 9,000,000 | |
Proceeds from issuances of Series P Preferred Stock | 1,500,000 | |
Payment on finance lease obligation | (29,524) | |
Cash paid for fractional shares in connection with reverse stock splits | (9) | (244) |
Net cash provided by financing activities of continuing operations | 898,485 | 9,925,924 |
Net cash provided by financing activities of discontinued operations | 60,402 | |
Net cash provided by financing activities | 898,485 | 9,986,326 |
Net change in cash | (225,054) | 699,171 |
Cash at beginning of period | 724,524 | 25,353 |
Cash at end of period | $ 499,470 | $ 724,524 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1 – Description of Business and Basis of Presentation Rennova Health, Inc. (“Rennova”, together with its subsidiaries, the “Company”, “we”, “us”, “its” 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 and a rural health clinic in Kentucky. The Company’s operations consist of only one segment. Scott County Community Hospital (d/b/a Big South Fork Medical Center) On January 13, 2017, we acquired certain assets related to Scott County Community Hospital, based in Oneida, Tennessee (the “Oneida Assets”). The Oneida Assets include a 52,000 6,300 4.3 1.0 Jamestown Regional Medical Center On June 1, 2018, we acquired from Community Health Systems, Inc. certain assets related to an acute care hospital located in Jamestown, Tennessee, referred to as Jamestown Regional Medical Center, for a purchase price of $ 0.7 90,000 The Company suspended operations at the hospital and physician practice in June 2019, as a result of the termination of the hospital’s Medicare agreement and other factors. The Company is evaluating whether to reopen the facility as an acute care hospital or as another type of healthcare facility. Jamestown is located 38 miles west of Big South Fork Medical Center. Jellico Medical Center and CarePlus Clinic On March 5, 2019, we acquired certain assets related to a 54-bed acute care hospital that offered comprehensive services located in Jellico, Tennessee known as Jellico Community Hospital and an outpatient clinic located in Williamsburg, Kentucky. The hospital and the clinic and their associated assets were acquired from Jellico Community Hospital, Inc. and CarePlus Rural Health Clinic, LLC, respectively. 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 CarePlus Clinic offers compassionate care in a modern, patient-friendly facility. The CarePlus Clinic is located 32 miles northwest of our Big South Fork Medical Center. Discontinued Operations On June 25, 2021, the Company sold its subsidiaries, Health Technology Solutions, Inc. (“HTS”) and Advanced Molecular Services Group, Inc. (“AMSG”), including their subsidiaries, to InnovaQor, Inc. (“InnovaQor”), formerly known as VisualMED Clinical Solutions Corporation. HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. The financial results of HTS and AMSG prior to the sale are reflected herein as discontinued operations. The sale is more fully discussed in Note 15. During the third quarter of 2020, we announced that we had decided to sell our last clinical laboratory, EPIC Reference Labs, Inc. (“EPIC”), and as a result, EPIC’s operations have been included in discontinued operations for all periods presented. The Company was unable to find a buyer for EPIC and, therefore, ceased all efforts to sell EPIC and closed down its operations. Impact of the Pandemic The coronavirus (“COVID-19”) pandemic 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. As more fully discussed in Note 8, we have received Paycheck Protection Program loans (“PPP Notes”). We have also received Department of Health and Human Services (“HHS”) Provider Relief Funds and employee retention credits 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. Our ability to make estimates of the effect of the COVID-19 pandemic on net revenues, expenses or changes in accounting judgments that have had or are reasonably likely to have a material effect on our financial statements is currently limited. 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; existing and potential government assistance that may be provided; and the requirements of Provider Relief Fund receipts, including our ability to retain such funds as have been received. HHS Provider Relief Funds The Company received HHS Provider Relief Funds, which were provided to eligible healthcare providers out of the $ 100 13.6 13.0 0.6 4.4 8.0 0.6 As of December 31, 2022, the Company’s estimate of the amount for which it is reasonably assured of meeting the underlying terms and conditions of the grants was based on, among other things, the various notices issued by HHS on September 19, 2020, October 22, 2020, and January 15, 2021 and the Company’s results of operations during the years ended December 31, 2020, 2021 and 2022. The Company believes that it was appropriate to recognize a net of $ 13.0 13.0 The Company has been served with a qui tam Federal Employee Retention Credits The CARES Act, passed by Congress on March 27, 2020, contained the employee retention credit, a refundable payroll tax credit to employers that have experienced hardship in their operations due to COVID-19. The CARES Act was amended and extended on December 27, 2020 by the Consolidated Appropriations Act, 2021 (the “CAA”) and in March 2021, the Internal Revenue Code was amended by the American Rescue Plan Act of 2021 to provide new employee retention credit provisions designed to promote employee retention and hiring. As a result, the Company received $ 1.5 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. At December 31, 2022, the Company had a working capital deficit and a stockholders’ deficit of $ 42.9 29.1 3.3 5.3 0.2 8.9 The Company’s 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. The Company’s current financial condition may make it difficult to attract and maintain adequate expertise in its management team to successfully operate its remaining healthcare facilities. There can be no assurance that the Company will be able to achieve its business plan, 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 net revenues, and eventually gain profitable operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Reverse Stock Splits On July 16, 2021 and March 15, 2022, the Company effected a 1-for-1,000 1-for-10,000 1,000 10,000 Amendment to Certificate of Incorporation, as Amended Effective November 5, 2021, the Company filed an Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to provide that the number of authorized shares of the Company’s common stock or preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company entitled to vote generally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased unless a vote by any holders of one or more series of preferred stock is required by the express terms of any series of preferred stock pursuant to the terms thereof. Increases in Authorized Shares of Common Stock Effective November 5, 2021, the Company increased the authorized shares of common stock from 10 50 50 250 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with Regulation S-X of the SEC. The consolidated financial statements include the accounts of Rennova Health, Inc. and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. Comprehensive (Loss) Income During the years ended December 31, 2022 and 2021, comprehensive (loss) income was equal to the net (loss) income amounts presented in the accompanying consolidated statements of operations. 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 consolidated financial statements, and the reported amounts of net 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, contractual allowances and bad debt reserves, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, the valuations of investments, equity and derivative instruments, income from HHS Provider Relief Funds and deemed dividends, litigation and related reserves, among others. Actual results could differ from those estimates and would impact future results of operations and cash flows. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. 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. Revenue Recognition We recognize revenue in accordance with Accounting Standard Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606),” Our revenues 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 averaging approximately three days, and revenues are recognized based on charges incurred. Our performance obligations for outpatient services, including emergency room-related 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 transaction 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, because of the Big South Fork Medical Center’s designation as a Critical Access Hospital, generally pays for inpatient and outpatient services at rates related to the hospital’s costs. 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. 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). During the fourth quarter of 2022, the Company’s Big South Fork Medical Center received a communication that its final Medicare cost report for the six months ending December 31, 2021 was accepted and that it reflected a retroactive adjustment of $ 1.6 1.6 0.5 The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of operating 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. Contractual Allowances and Doubtful Accounts Policy Accounts receivable are reported at realizable value, net of estimated 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 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. During the years ended December 31, 2022 and 2021, estimated contractual allowances of $ 32.0 25.6 7.3 7.7 39.3 33.3 13.0 3.2 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 2.3 Leases in Accordance with ASU No. 2016-02 We account for leases in accordance with ASU No. 2016-02, Leases (Topic 842) Fair Value Measurements In accordance with ASC 820, “ Fair Value Measurements and Disclosures ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). ● Level 3 applies to assets or liabilities for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including our own assumptions. On December 31, 2022 and 2021, we applied the Level 3 fair value hierarchy in determining the fair value of InnovaQor’s Series B-1 Non-Voting Convertible Preferred Stock (the “InnovaQor Series B-1 Preferred Stock”), which is reflected on our consolidated balance sheets as an investment, as more fully discussed in Notes 11 and 15. Also, on December 31, 2022 and 2021, we applied the Level 3 fair value hierarchy in determining the fair value of a derivative liability for an embedded conversion option of an outstanding convertible debenture, as more fully discussed in Note 11. Derivative Financial Instruments and Fair Value, Including ASU 2017-11 and ASU 2021-04 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). 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. ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) 0.052 ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) In addition, we recorded deemed dividends of approximately $ 0.3 2.4 11.5 0.3 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 December 31, 2022 and 2021. 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 preferred stock, convertible debt, stock options and warrants outstanding for the period, with options and warrants 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. See Note 3 for the computation of the loss per share for the years ended December 31, 2022 and 2021. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss per Share | Note 3 – Loss per Share As discussed in Note 2, 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. 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 years ended December 31, 2022 and 2021, 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 for the years ended December 31, 2022 and 2021: Schedule of Earnings Per Share Year Ended December 31, 2022 2021 Numerator Net loss from continuing operations $ (3,274,580 ) $ (5,272,373 ) Deemed dividends (330,876,369 ) (506,477,007 ) Net loss available to common stockholders, continuing operations (334,150,949 ) (511,749,380 ) Net (loss) income from discontinued operations (18,475 ) 10,877,530 Net loss available to common stockholders $ (334,169,424 ) $ (500,871,850 ) Denominator Weighted average number of shares of common stock outstanding during the period - basic and diluted 9,992,238,468 548,377 Net (loss) income per share of common stock available to common stockholders - basic and diluted: Continuing operations $ (0.03 ) $ (933.21 ) Discontinued operations (0.00 ) 19.84 Total basic and diluted $ (0.03 ) $ (913.37 ) Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2022 and 2021, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share Year Ended December 31, 2022 2021 Common stock warrants 511,333,351,090 54,280,658 Convertible preferred stock 452,995,411,111 48,188,965 Convertible debentures 28,777,833,333 2,877,783 Stock options 26 26 Anti-dilutive shares 993,106,595,560 105,347,432 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 floors 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 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 8, 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 1.0 trillion |
Accounts Receivable and Income
Accounts Receivable and Income Tax Refunds Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable and Income Tax Refunds Receivable | Note 4 – Accounts Receivable and Income Tax Refunds Receivable Accounts receivable at December 31, 2022 and 2021 consisted of the following: Schedule of Accounts Receivable December 31, December 31, 2022 2021 Accounts receivable $ 13,046,646 $ 12,961,817 Less: Allowance for contractual obligations (8,529,904 ) (8,737,502 ) Allowance for doubtful accounts (1,405,773 ) (1,456,791 ) Accounts receivable owed under settlements/sales agreements - (688,236 ) Accounts receivable, net $ 3,110,969 $ 2,079,288 Accounts Receivable Sales Agreements As of December 31, 2020, $ 1.7 0.9 52,941 0.6 Income Tax Refunds Receivable As of December 31, 2022 and December 31, 2021, the Company had $ 0.8 1.1 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment, net at December 31, 2022 and 2021 consisted of the following: Schedule of Property and Equipment December 31, December 31, 2022 2021 Building $ 4,181,434 $ 4,181,434 Land 550,700 550,700 Equipment 1,637,585 2,708,024 Equipment under capital leases 189,711 742,745 Furniture 38,798 138,893 Leasehold improvements 2,160 2,160 Computer equipment 32,115 152,124 Software 402,815 496,469 Property and equipment, gross 7,035,318 8,972,549 Less accumulated depreciation (2,841,019 ) (4,342,459 ) Property and equipment, net $ 4,194,299 $ 4,630,090 Property and equipment are depreciated on a straight-line basis over their respective lives. Buildings are depreciated over 39 three seven years 0.5 0.6 Management periodically reviews the valuation of long-lived assets, including property and equipment, for potential impairment. The Company did not record an asset impairment charge during the year ended December 31, 2022. During the year ended December 31, 2021, the Company recorded a $ 2.3 0.3 |
Intangible Asset
Intangible Asset | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset | Note 6 – Intangible Asset At December 31, 2022 and 2021, the Company had an intangible asset valued at $ 259,443 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 7 – Accrued Expenses Accrued expenses at December 31, 2022 and 2021 consisted of the following: Schedule of Accrued Expenses December 31, December 31, 2022 2021 Accrued payroll and related liabilities $ 8,533,710 $ 7,528,464 HHS Provider Relief Funds 552,099 863,452 Accrued interest 5,736,096 5,027,459 Accrued legal expenses and settlements 534,550 632,318 Medicare overpayment reserve 2,101,837 - Other accrued expenses 2,105,516 1,448,242 Accrued expenses $ 19,563,808 $ 15,499,935 Payroll and related liabilities at December 31, 2022 and 2021 included approximately $ 3.0 2.3 4.0 3.9 1.5 1.5 As of December 31, 2022 and 2021, the Company has accrued approximately $ 0.6 0.9 Accrued interest at December 31, 2022 and 2021 included accrued interest of $ 0 0.3 During the fourth quarter of 2022, the Company’s Big South Fork Medical Center received a communication that its final Medicare cost report for the six months ending December 31, 2021 was accepted and that it reflected a retroactive adjustment of $ 1.6 1.6 0.5 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 8 – Debt At December 31, 2022 and 2021, debt consisted of the following: Schedule of Debt December 31, 2022 December 31, 2021 Notes payable- third parties $ 2,917,390 $ 4,667,819 Loan payable – related party 2,995,000 2,127,000 Debentures 8,622,240 8,222,240 Total debt 14,534,630 15,017,059 Less current portion of debt (14,534,630 ) (15,017,059 ) Total debt, net of current portion $ - $ - At December 31, 2022 and 2021, notes payable with third parties consisted of the following: Notes Payable – Third Parties Schedule of Notes Payable Third Parties December 31, 2022 December 31, 2021 Settlement amount/loan payable to TCA Global Credit Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 500,000 $ - $ 250,000 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 291,557 291,557 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 1,137,380 1,450,000 Notes payable under the PPP loans issued on April 20, 2020 through May 1, 2020. - 400,800 Notes payable dated January 31, 2021 and February 16, 2021 in the original aggregate amount of $ 245,000 10 100 - 122,500 Notes payable to Western Healthcare, LLC dated August 10, 2021, in the aggregate principal amount of $ 2.4 18 0.2 August 30, 2022 1,488,453 2,152,962 Note payable 2,917,390 4,667,819 Less current portion (2,917,390 ) (4,667,819 ) Notes payable - third parties, net of current portion $ - $ - In May 2020, the SEC appointed a Receiver to close down the TCA Global Credit Master Fund, L.P. The Company and the Receiver entered into a settlement agreement dated effective as of September 30, 2021, under which the Company agreed to pay $ 500,000 250,000 250,000 2.2 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 43,000 50,055 On September 27, 2019, the Company issued a promissory note payable to Anthony O’Killough 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 of 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, Mr. O’Killough sued the Company and Mr. Diamantis, as guarantor, in New York State Supreme Court for the County of New York, for approximately $ 2.2 million for non-payment of the promissory note. In May 2020, the Company, Mr. Diamantis, as guarantor, and Mr. O’Killough 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. The Company made payments totaling $ 450,000 in 2020. On January 18, 2022, Mr. Diamantis paid $ 750,000 and the remaining balance was due 120 days thereafter. Mr. O’Killough agreed to forebear from any further enforcement action until then. On various dates during the remainder of 2022, Mr. Diamantis made additional payments to Mr. O’Killough totaling $ 300,000 and the Company gave Mr. Diamantis $ 350,000 for further payment to Mr. O’Killough. As a result of these payments, the past due balance owed to Mr. O’Killough was $ 1.1 million on December 31, 2022. The Company is obligated to repay Mr. Diamantis for any payments, plus interest, that he made to Mr. O’Killough. On January 27, 2023, the parties entered into a final settlement wherein the Company and Mr. Diamantis agreed to settle the obligation in full for $ 580,000 . The promissory note, forbearance agreement and final settlement are also discussed in Notes 14 and 18. The Company, including its subsidiaries, received PPP loan proceeds in the aggregate amount of approximately $ 2.4 2.3 0.3 2.0 On August 10, 2021, the Company entered into two notes payable with Western Healthcare, LLC in the aggregate principal amount of $ 2.4 18 0.2 Loan Payable – Related Party At December 31, 2022 and 2021, loan payable - related party consisted of the following: Schedule of Notes Payable Related Parties December 31, 2022 December 31, 2021 Loan payable to Christopher Diamantis $ 2,995,000 $ 2,127,000 Less current portion of loan payable, related party (2,995,000 ) (2,127,000 ) Total loan payable, related party, net of current portion $ — $ — Mr. Diamantis was a member of the Company’s Board of Directors until his resignation on February 26, 2020. During the year ended December 31, 2022, Mr. Diamantis loaned the Company $ 1.1 Notes Payable –Third Parties 0.9 1.0 0.9 3.0 During the years ended December 31, 2022 and 2021, the Company incurred interest expense on the loans from Mr. Diamantis of $ 0.1 million and $ 0.1 million, respectively. During the years ended December 31, 2022 and 2021, the Company paid $ 0.4 million and $ 0 , respectively, of accrued interest owed to Mr. Diamantis. As of December 31, 2022 and 2021, accrued interest on the loans from Mr. Diamantis totaled approximately $ 0 and $ 0.3 million, respectively. Interest accrues on loans from Mr. Diamantis at a rate of 10 % on the majority of the amounts loaned. In addition, the Company incurs interest expense related to the amounts Mr. Diamantis borrows from third-parties to loan to the Company. Debentures The carrying amount of all outstanding debentures with institutional investors as of December 31, 2022 and 2021 was as follows: Schedule of Debentures December 31, 2022 December 31, 2021 March 2017 Debenture $ 2,580,240 $ 2,580,240 2018 Debentures 5,642,000 5,642,000 October 2022 Debenture 400,000 - Debentures, Gross 8,622,240 8,222,240 Less current portion (8,622,240 ) (8,222,240 ) Debentures, net of current portion $ - $ - March 2017 Debenture In March 2017, the Company issued a debenture due in March 2019 (the “March 2017 Debenture”) with a principal balance of $ 2.6 30 0.6 18 0.5 0.5 On December 31, 2022, the March 2017 Debenture is convertible into shares of the Company’s common stock, at a conversion price, which has been adjusted pursuant to its terms, of $ 0.00009 28.7 The March 2017 Debenture was issued with warrants (the “March Warrants”), which are exercisable into shares of the Company’s common stock. On November 7, 2021, the expiration dates of the March Warrants were extended to March 21, 2024 in connection with exchange, redemption and forbearance agreements, which are more fully discussed below and in Notes 11 and 12. Outstanding warrants are more fully discussed in Notes 11 and 12. 2018 Debentures During 2018, the Company closed various offerings of debentures (the “2018 Debentures”) with principal balances aggregating $ 14.5 0.052 0.052 30 1.3 5.6 108.5 18 1.0 1.0 Exchange, Redemption and Forbearance Agreements On August 31, 2020, all of the then outstanding debentures that were issued in September 2017 and a portion of the then outstanding 2018 Debentures were exchanged for shares of the Company’s Series N Convertible Redeemable Preferred Stock (the “Series N Preferred Stock”) under the terms of Exchange, Redemption and Forbearance Agreements (the “August 2020 Exchange and Redemption Agreements”) as more fully discussed in Notes 11 and 12. 2019 Debentures During 2019, the Company closed various offerings of the 2019 Debentures with principal balances, including late-payment penalties, aggregating $ 4.5 4.5 1.5 October 2022 Debentures On October 12, 2022, the Company issued non-convertible, non-interest bearing debentures to institutional investors in the amount of $ 550,000 50,000 500,000 50,000 150,000 100,000 th During the years ended December 31, 2022 and 2021, the Company incurred interest expense on debentures totaling $ 1.5 2.2 50,000 5.1 3.6 See Notes 3, 8 and 12 for a discussion of the dilutive effect of the outstanding convertible debentures, and warrants as of December 31, 2022. During the years ended December 31, 2022 and 2021, the Company recorded $ 330.5 490.2 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 – Related Party Transactions In addition to the transactions discussed in Notes 8 and 12, the Company had the following related party activity during the years ended December 31, 2022 and 2021: Alcimede LLC and Alcimede Limited On November 1, 2021, the Company and Alcimede Limited entered into a new Consulting Agreement that replaced the agreement between the Company and Alcimede LLC. Pursuant to the respective consulting agreements, Alcimede Limited billed $ 0.4 0.4 InnovaQor In addition to the investment in InnovaQor’s Series B-1 Preferred Stock resulting from the sale of HTS and AMSG to InnovaQor in June 2021 (see Notes 1 and 15), at December 31, 2022 and 2021, the Company had a promissory note receivable/related party receivable resulting from working capital advances to InnovaQor of $ 1.5 0.4 As of July 1, 2022, the Company had an outstanding related party receivable from InnovaQor of $ 803,416 883,757 10 883,757 441,018 1,457,253 132,478 10 June 30, 2023 25 18 0.2 During the years ended December 31, 2022 and 2021, the Company contracted with InnovaQor to provide ongoing health information technology-related services totaling approximately $ 0.2 0.2 9,700 Between January 1, 2023 and March 31, 2023, the Company advanced $ 0.3 Staff Accountant Loan During 2020, the Company’s staff accountant, Ms. Kristi Dymond, received approximately $ 82,500 The terms of the foregoing activities, and those discussed in Notes 8 and 12 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 | 12 Months Ended |
Dec. 31, 2022 | |
Finance And Operating Lease Obligations | |
Finance and Operating Lease Obligations | Note 10 – Finance and Operating Lease Obligations We lease property and equipment under finance and operating leases. For operating 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 December 31, 2022 and 2021: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification December 31, 2022 December 31, 2021 Assets: Operating leases Right-of-use operating lease assets $ 574,256 $ 821,274 Finance lease Property and equipment, net - 220,461 Total lease assets $ 574,256 $ 1,041,735 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 215,063 $ 247,017 Finance lease Current liabilities 220,461 220,461 Noncurrent: Operating leases Right-of-use operating lease obligations 359,193 574,257 Total lease liabilities $ 794,717 $ 1,041,735 Weighted-average remaining term: Operating leases 2.59 3.57 Finance lease (1) 0 0 Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance lease 4.9 % 4.9 % The following table presents certain information related to lease expense for finance and operating leases for the years ended December 31, 2022 and 2021: Schedule of Lease Expense Year Ended Year Ended Finance lease expense: Depreciation/amortization of leased assets $ - $ - Interest on lease liabilities - - Operating leases: Short-term lease expense (2) 323,506 198,187 Total lease expense $ 323,506 $ 198,187 Other Information The following table presents supplemental cash flow information for the years ended December 31, 2022 and 2021: Schedule of Lease Supplemental Cash Flow Information Year Ended December 31, 2022 Year Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 323,961 $ 277,278 Operating cash flows for finance lease $ - $ - Financing cash flows for finance lease payments $ - $ 29,524 (1) As of December 31, 2022 and 2021, the Company was in default under its finance lease obligation, therefore, the aggregate future minimum lease payments and accrued interest under this finance lease in the amount of $ 0.2 (2) Expenses are included in general and administrative expenses in the consolidated statements of operations. Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows: Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases Right-of-Use Operating Leases Finance Lease Twelve months ending December 31: 2023 $ 275,176 $ 224,252 2024 219,463 - 2025 186,496 - 2026 - - 2027 - - Thereafter - - Total 681,135 224,252 Less interest (106,879 ) (3,791 ) Present value of minimum lease payments 574,256 220,461 Less current portion of lease obligations (215,063 ) (220,461 ) Lease obligations, net of current portion $ 359,193 $ - |
Fair Value, Derivative Financia
Fair Value, Derivative Financial Instruments and Deemed Dividends | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Derivative Financial Instruments And Deemed Dividends | |
Fair Value, Derivative Financial Instruments and Deemed Dividends | Note 11 – Fair Value, Derivative Financial Instruments and Deemed Dividends Fair Value Measurements The estimated fair value of financial instruments was determined by the Company using available market information and valuation methodologies considered to be appropriate. The fair value measurements accounting guidance is more fully discussed in Note 2. At December 31, 2022 and 2021, the carrying value of the Company’s accounts receivable, note receivable/receivable from related party, 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 December 31, 2022 and 2021: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total As of December 31, 2021: InnovaQor Series B-1 Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Embedded conversion option of debenture - - 455,336 455,336 Total $ - $ - $ 9,471,408 $ 9,471,408 As of December 31, 2022: InnovaQor Series B-1 Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Embedded conversion option of debenture - - 455,336 455,336 Total $ - $ - $ 9,471,408 $ 9,471,408 The fair value of the InnovaQor Series B-1 Preferred Stock of $ 9.0 Derivative Financial Instrument The Company utilized the following method to value its derivative liability as of December 31, 2022 and 2021 for an embedded conversion option related to an outstanding convertible debenture valued at $ 455,336 85 no no Deemed Dividends During the years ended December 31, 2022 and 2021, the conversions of preferred stock triggered a further reduction in the exercise prices of warrants (and conversion prices of certain debentures in the 2021 period) containing down round provisions. In accordance with U.S. GAAP, the incremental fair value of the warrants (and certain debentures in the 2021 period), as a result of the decreases in the exercise/conversion prices, was measured using Black Scholes valuation models. The following assumptions were utilized in the Black Scholes valuation models for the year ended December 31, 2022: risk free rates ranging from 0.0 2.73 1.94 1,564 0.01 2.45 0.04 0.85 25 574 one day three years 330.5 490.2 Deemed dividends of $ 0.3 4,750 0.41 364 three years The Company extended certain common stock warrants during the year ended December 31, 2021, resulting in deemed dividends of $ 0.3 0.3 0.05 230 six months 11.2 0.05 0.525 317.5 323.2 2.0 Deemed dividends of $ 0.3 2.0 2.4 |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 12 – Stockholders’ Deficit Authorized Capital The Company has 250,000,000,000 0.0001 5,000,000 0.01 Preferred Stock As of December 31, 2022, the Company had outstanding shares of preferred stock consisting of 10 250,000 20,810.35 2,900.31 8,685.09 10,194.87 Series F Preferred Stock On September 27, 2022, the Company’s then outstanding 17,500 174,097 Series H Preferred Stock Each of the 10 1,000 85 Series L Preferred Stock The Series L Preferred Stock is held by Alcimede LLC and has a stated value of $ 1.00 2.8 0.00009 Series M Preferred Stock On June 30, 2020, the Company and Mr. Diamantis entered into an exchange agreement wherein Mr. Diamantis agreed to the extinguishment of the Company’s indebtedness to him totaling $ 18.8 22,000 0.01 1,000 The terms of the Series M Preferred Stock include: (i) each share of the Series M Preferred Stock is convertible into shares of the Company’s common stock at a conversion price equal to 90 10 provided however 51 During the year ended December 31, 2021, Mr. Diamantis converted a total of 610.65 0.6 45 570 0.6 9,500 4,750 70.00 0.3 three 3.7 0.00009 20,810.35 208.1 Series N Preferred Stock The Company’s Board of Directors has designated 50,000 5,000,000 1,000 30,435.52 The terms of the Series N Preferred Stock include: (i) each share of the Series N Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series N Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price; (ii) the conversion price is equal to 90 10 provided however During the years ended December 31, 2022 and 2021, the holders converted 3,035.57 23,498.5 3.0 23.5 16.0 4.2 27.5 29.1 2,900.31 32.2 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 provided for the issuance of up to 4,400 1,100 The Company entered into a second Securities Purchase Agreement (the “Second Purchase Agreement”), dated as of September 7, 2021, between the Company and certain existing institutional investors of the Company. The Second Purchase Agreement provided for the issuance of up to 1,100 550 On October 28, 2021, the Company entered into a third Securities Purchase Agreement, dated as of October 28, 2021 (the “Third Purchase Agreement”), among the Company and certain existing institutional investors of the Company. The Third Purchase Agreement provided for the issuance of up to 4,400 2,200 As a result, during the year ended December 31, 2021, the Company issued 9,900 9.0 1,000 2.0 10 The terms of the Series O Preferred Stock include: (i) each share of the Series O Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series O Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price; (ii) the conversion price is equal to 90 10 provided however During the year ended December 31, 2022, the holders converted 1,214.9 1.2 13.1 8,685.09 96.5 Series P Preferred Stock On November 7, 2021, the Company entered into Exchange and Amendment Agreements (the “November 2021 Exchange Agreements”) with certain institutional investors in the Company wherein the investors agreed to reduce their holdings of $ 1.1 million principal value of then outstanding warrant promissory notes payable and $ 4.5 million of then outstanding 2019 Debentures, plus accrued interest thereon of $ 1.5 million, by exchanging the indebtedness and accrued interest for 8,544.87 shares of the Company’s Series P Preferred Stock. (Debentures are more fully discussed in Note 8). Each share of the Series P Preferred Stock has a stated value of $ 1,000 . In addition, pursuant to the November 2021 Exchange Agreements, the expiration dates of the March Warrants that were issued by the Company to the debenture holders in March 2017 were extended from March 21, 2022 to March 21, 2024, as more fully described below under the heading “ Common Stock Warrants” On March 11, 2022, under the terms of a securities purchase agreement dated January 31, 2022, the Company issued to the institutional investors an additional 1,100 1.0 550 0.5 0.3 2.4 10 The terms of the Series P Preferred Stock include: (i) each share of the Series P Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series P Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price; (ii) the conversion price is equal to 90 10 provided however On December 31, 2022, 10,194.87 113.3 The following table summarizes the activity in the Company’s various classes of preferred stock included in Stockholders’ Deficit for the years ended December 31, 2022 and 2021: Schedule of Stockholders’ Deficit Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Series H Series F Series L Series M Series N Series O Series P Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance December 31, 2021 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 20,810 $ 208 5,936 $ 59 9,900 $ 99 8,545 $ 85 2,045,201 $ 20,451 Conversion of Series F Preferred Stock into common stock - - (1,750,000 ) (17,500 ) - - - - - - - - - (1,750,000 ) (17,500 ) Issuances of Series P Preferred Stock - - - - - - - - - - - - 1,650 17 1,650 17 Conversion of Series M Preferred Stock into common stock - - Conversions of Series M Preferred Stock into common stock, Shares - - Exchange of Series M Preferred Stock for common stock - - Exchange of Series M Preferred Stock for common stock, Shares - - Conversions of Series N Preferred Stock into common stock - - - - - - - (3,036 ) (30 ) - - - - (3,036 ) (30 ) Conversions of Series O Preferred Stock into common stock - - - - - - - - - - (1,215 ) (12 ) - - (1,215 ) (12 ) Balance December 31, 2022 10 $ - - $ - 250,000 $ 2,500 20,810 $ 208 2,900 $ 29 8,685 $ 87 10,195 $ 102 292,600 $ 2,926 Series H Series F Series L Series M Series N Series O Series P Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance December 31, 2020 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 22,000 $ 220 29,434 $ 294 - $ - - $ - 2,051,444 $ 20,514 Beginning balance 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 22,000 $ 220 29,434 $ 294 - $ - - $ - 2,051,444 $ 20,514 Issuances of Series O Preferred Stock - - - - - - - - - - 9,900 99 - - 9,900 99 Issuance of Series P Preferred Stock - - - - - - - - - - - - 8,545 85 8,545 85 Exchange of Series M Preferred Stock for common stock - - - - - - (570 ) (6 ) - - - - - - (570 ) (6 ) Conversion of Series M Preferred Stock into common stock - - - - - - (620 ) (6 ) - - - - - - (620 ) (6 ) Conversions of Series N Preferred Stock into common stock - - - - - - - - (23,498 ) (235 ) - - - - (23,498 ) (235 ) Balance December 31, 2021 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 20,810 $ 208 5,936 $ 59 9,900 $ 99 8,545 $ 85 2,045,201 $ 20,451 Ending balance 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 20,810 $ 208 5,936 $ 59 9,900 $ 99 8,545 $ 85 2,045,201 $ 20,451 Common Stock The Company had 29.1 4.2 1,750,000 16.0 3,035.57 13.1 1,214.91 45 619.65 9,500 570 4.2 23,498.521 The Company has outstanding options, warrants, convertible preferred stock and convertible debentures. Exercise of the outstanding 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 Splits, which are more fully discussed in Note 1. On August 13, 2020, Mr. Diamantis entered into the Voting Agreement with the Company, Mr. Lagan and Alcimede LLC (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 discussed above and the November 5, 2021 Amendment to the Company’s Certificate of Incorporation, as amended, to provide that the number of authorized shares of the Company’s common stock or preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company, which is more fully discussed in Note 1, 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 outstanding rights to acquire potentially dilutive common shares. 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 in September 2017. The following table summarizes the stock option activity for the years ended December 31, 2022 and 2021: Schedule of Stock Option Activity Number of options Weighted- average exercise price Weighted- average contractual term (years) Outstanding at December 31, 2020 26 $ 2,992,125 5.33 Granted - Expired - Outstanding at December 31, 2021 26 $ 2,992,125 4.33 Granted - Expired - Outstanding at December 31, 2022 26 $ 2,992,125 3.37 Exercisable at December 31, 2022 26 $ 2,992,125 As of December 31, 2022, the weighted average remaining contractual life was 3.37 0 The following table summarizes information with respect to stock options outstanding and exercisable by employees and directors at December 31, 2022: Schedule of Stock Option Outstanding and Exercisable Options outstanding Options vested and exercisable Exercise price Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price Aggregate intrinsic value Number vested Weighted average exercise price Aggregate intrinsic value $ 10,000,000 5 3.25 $ 10,000,000 $ - 5 $ 10,000,000 $ - $ 5,000,000 5 3.25 $ 5,000,000 - 5 $ 5,000,000 - $ 269,580 8 3.33 $ 269,580 - 8 $ 269,580 - $ 80,906 8 3.54 $ 80,906 - 8 $ 80,906 - 26 3.37 $ 2,992,125 $ – 26 $ 2,992,125 $ - Common Stock Warrants The Company, as part of various debt and equity financing transactions, has issued warrants to purchase shares of the Company’s common stock exercisable into a total of 511.3 511.3 Included in the warrants outstanding at December 31, 2021 were the March Warrants issued in connection with the March 2017 Debentures. The Company issued these warrants to purchase shares of the Company’s common stock to several accredited investors. At December 31, 2022, these warrants were exercisable into an aggregate of approximately 507.6 190.0 five years 127.6 190.0 five years March 21, 2024 0.00009 Deemed Dividends During the years ended December 31, 2022 and 2021, reductions in the exercise prices of the March Warrants and the extensions of warrants, including the extension of the March Warrants, have given rise to deemed dividends. Deemed dividends have also been recorded as a result of the issuance of warrants. See Note 11 for the assumptions used in the calculations of these deemed dividends. Deemed dividends are also discussed under the heading “Preferred Stock” above and in Notes 2, 3 and 11. Shares of Common Stock Issuable Under Outstanding Warrants The number of shares of common stock issuable under 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 down round 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 years ended December 31, 2022 and 2021: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2020 467 $ 195,607 Issuance of warrants 4,750 70.00 Increase in number of shares of common stock issuable under 54,798,363 - Expiration of warrants (522,922 ) (27.11 ) Balance at December 31, 2021 54,280,658 $ 1.43 Issuance of warrants - - Expiration of warrants (33,601,211 ) (0.9141 ) Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 511,312,671,643 - Balance at December 31, 2022 511,333,351,090 $ 0.00009 The 4,750 “Series M Preferred Stock.” See above and Notes 2, 3 and 11 for a discussion of the dilutive effect on the Company’s common stock as a result of the outstanding warrants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The provision for income taxes for the years ended December 31, 2022 and 2021 consists of the following: Schedule of Income Tax (Expense) Benefit Year Ended Year Ended Current Federal $ (301,766 ) $ (14,860 ) State (11,083 ) (164,670 ) Total Current (312,849 ) (179,530 ) Deferred Federal - - State - - Total Deferred - - Provision for income taxes $ (312,849 ) $ (179,530 ) The following reconciles the Federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2022 and 2021: Schedule of Effective Income Tax Rate Reconciliation Year Ended Year Ended % % Federal statutory rate 21.0 21.0 Permanent and other items (17.0 ) 0.6 Federal income taxes audit and other adjustments - 63.5 Change in valuation allowance (14.5 ) (81.6 ) Effective income tax rate (10.5 ) 3.5 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, it is more likely than not that the deferred tax asset will not be realized and as such a valuation allowance has been recorded as of December 31, 2022 and 2021. Deferred tax assets and liabilities are comprised of the following at December 31, 2022 and 2021: Schedule of Deferred Tax Assets and Liabilities December 31, 2022 December 31, 2021 Deferred income tax assets: Amortization $ 375,821 $ 460,537 Net operating loss carryforward 15,445,916 15,164,992 Allowance for doubtful accounts 387,818 401,436 Charitable contributions 644 644 Stock options 1,003,453 1,003,453 Accrued liabilities 1,826,839 1,711,890 HHS Provider Relief Funds 67,685 - Employee retention credit 292,282 292,282 HTS and AMSG basis difference 878,709 878,709 Deferred state tax asset 4,089,682 3,683,024 Total deferred income tax assets 24,368,849 23,596,967 Deferred income tax liabilities: Depreciation ( 583,812 ) (691,456 ) Deferred tax asset, net 23,785,037 22,905,511 Less: valuation allowance (23,785,037 ) (22,905,511 ) Net deferred tax assets $ - $ - Management has reviewed the provisions regarding assessment of its valuation allowance on deferred tax assets and based on that criteria determined that it should record a valuation allowance of $ 23.8 22.9 73.6 begin to expire in 2032. During the year ended December 31, 2020, the U.S. Congress approved the CARES Act, which allows a five-year carryback privilege for federal net operating tax losses that arose in a tax year beginning in 2018 and through 2020. As a result, during the year ended December 31, 2020, the Company recorded approximately $ 1.1 million in refunds from the carryback of certain of its federal net operating losses. During the year ended December 31, 2021, the Company received income tax refunds of $ 0.3 million, which represented income tax refunds associated with the CARES Act. The Company used the $ 0.3 million of refunds that it received in 2021 to repay a portion of the amount that it owes for federal tax liabilities that arose from the Company’s 2015 federal income tax audit. At December 31, 2022, the Company had federal income tax receivables of $ 0.8 million and federal tax liabilities of $ 0.7 million and it had state tax liabilities totaling $ 0.6 million. The Company recognizes the consolidated financial statement impact of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than–not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood The Company is subject to income taxes in the U.S. federal jurisdiction and the states of Florida, North Carolina, New Mexico, New Jersey, California, Kentucky and Tennessee. The tax regulations within each jurisdiction are subject to interpretation of related tax laws and regulations and require significant judgment to apply. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – 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 client base. The Company does have significant receivable balances with government payers and various insurance carriers. Generally, the Company does not require collateral or other security to support customer receivables. However, the Company continually monitors and evaluates its client acceptance and 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 net 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 Corp. 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 filed suit against CIGNA Health for failure to pay claims for laboratory services provided. Cigna Health, in turn, sued for alleged improper billing practices. 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 Mr. Diamantis for his financial support to the Company and assumption of all costs to carry the case to conclusion. 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 On December 7, 2016, the holders of the Tegal Notes (see Note 8) filed suit against the Company seeking payment for the amounts due under the notes in the aggregate principal balance of $ 341,612 43,000 50,055 The Company, as well as many of its subsidiaries, were defendants in a case filed in Broward County Circuit Court by TCA Global Credit Master Fund, L.P. The plaintiff alleged a breach by Medytox Solutions, Inc. of its obligations under a debenture and claimed damages of approximately $ 2,030,000 500,000 200,000 remaining $300,000 was due in six consecutive monthly installments of $50,000. Accordingly, the settlement amount was fully paid as of December 31, 2022 (see Note 8). 2.2 On September 13, 2018, Laboratory Corporation of America sued EPIC, a subsidiary of the Company, in Palm Beach County Circuit Court for amounts claimed to be owed. The court awarded a judgment against EPIC 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 million relating to the promissory note issued by the Company in September 2019. In May 2020, the Company, Mr. Diamantis, as guarantor, and Mr. O’Killough 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. The Company made payments totaling $ 450,000 in 2020. On January 18, 2022, Mr. Diamantis paid $ 750,000 and the remaining balance was due 120 days thereafter. Mr. O’Killough agreed to forebear from any further enforcement action until then. On various dates during the remainder of 2022, Mr. Diamantis made additional payments to Mr. O’Killough totaling $ 300,000 and the Company gave Mr. Diamantis $ 350,000 for further payment to Mr. O’Killough. As a result of these payments, the past due balance owed to Mr. O’Killough was $ 1.1 million on December 31, 2022. The Company is obligated to repay Mr. Diamantis for any payments, plus interest, that he made to Mr. O’Killough. On January 27, 2023, the parties entered into a final settlement wherein the Company and Mr. Diamantis agreed to settle the obligation in full for $ 580,000 . The promissory note, forbearance agreement and final settlement are also discussed in Notes 8 and 18. In June 2019, CHSPSC, the former owners of Jamestown Regional Medical Center, obtained a judgment against the Company in the amount of $ 592,650 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 $ 190,600 210,000 52,500 210,000 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 is obligated to pay a total of $ 109,739 32,922 3,201 th 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. On September 14, 2021, the Company entered into separate stipulation of settlement agreements with the three funding parties under which the Company agreed to repay an aggregate of $ 0.9 52,941 A sealed qui tam 253,000 he claimed was owed to him by the CollabRx subsidiary for severance and payment of COBRA. On receiving the judgment, he collected all monies owed to him under this judgment, including from the Company’s rural healthcare operations in Tennessee with which he was not involved. Payments included approximately $ 164,000 secured from hospital operating and other bank accounts by garnishments initiated by Jonathan Swann Taylor of Taylor & Knight, GP, Knoxville Tennessee, on behalf of Clifford Barron in May 2022. Clifford Barron has not been an employee of any subsidiary of the Company since January 2018, is not involved with the Company and has no knowledge of the Company’s operations, financial status, or controls. On November 21, 2022, the Company was advised that the U.S. Department of Justice has intervened in the action filed by the Plaintiff-Relator, Clifford Barron and has requested repayment of HHS Provider Relief Funds that certain subsidiaries of the Company obtained and other relief. The Company has retained the services of a specialist third-party accounting firm to complete a forensic review of the expenditure of all monies expended since the receipt of HHS Provider Relief Funds. It has been discovered that certain filing requirements of the Company’s operating subsidiaries were incomplete or contained errors that did not accurately reflect the expenditure of HHS Provider Relief Funds received. The Company disputes the allegations made and believes that the forensic review of funds expended will address the lawsuit and demonstrate adherence with the applicable rules for use of HHS Provider Relief Funds. Accordingly, no amount has been accrued for this potential liability at December 31, 2022. There is no assurance that the Company will be able to retain all HHS Provider Relief Funds it has received nor avoid payment of other relief sought by the Department of Justice. Any requirement to repay a significant amount of HHS Provider Relief Funds could have a material adverse effect on the Company. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 15 – Discontinued Operations On June 25, 2021, the Company sold the shares of stock of HTS and AMSG to InnovaQor. 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, InnovaQor issued the Company 14,950 14,000 950 1,000 90 4.99 As a result of the sale, the Company recorded the InnovaQor Series B-1 Preferred Stock as a long-term asset valued at $ 9.1 11.3 9.1 14,950 2.2 9.1 0.84 250.0 5 35 During the year ended December 31, 2021, 100 60,714 9.0 In reviewing the fair value of the InnovaQor Series B-1 Preferred Stock, the Company believes that the value recorded at December 31, 2022 of $ 9.0 the variable rate conversion feature of the InnovaQor Series B-1 Preferred Stock in that changes in the price of the common stock do not affect conversion value; (ii) recent sales and offering prices by InnovaQor of shares of its common stock; (iii) that InnovaQor is actively seeking additional capital; and (iv) other considerations that we believe will bolster the underlying liquidity of InnovaQor’s common stock. See Note 9 for a discussion of related party transactions between the Company and InnovaQor. During the third quarter of 2020, the Company made a decision to sell EPIC and it made a decision to discontinue several other non-operating subsidiaries, and as a result, EPIC’s operations and the other non-operating subsidiaries’ liabilities have been included in discontinued operations for all periods presented. The Company was unable to find a buyer for EPIC and, therefore, it has ceased all efforts to sell EPIC and closed down its operations. Carrying amounts of major classes of liabilities of EPIC and one other non-operating subsidiary included as part of discontinued operations in the consolidated balance sheets as of December 31, 2022 and 2021 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement December 31, 2022 December 31, 2021 Accounts payable $ 1,115,066 $ 1,108,066 Accrued expenses 341,046 341,410 Current liabilities of discontinued operations $ 1,456,112 $ 1,449,476 Major line items constituting (loss) income from discontinued operations in the consolidated statements of operations for the years ended December 31, 2022 and 2021 consisted of the following: Consolidated (Loss) Income from Discontinued Operations: 2022 2021 Year Ended December 31, 2022 2021 Revenue from services $ - $ 216,941 Cost of services - 2,396 Gross profit - 214,555 Operating expenses 8,991 682,659 Other (expense) income (9,484 ) 41,695 Gain from sale - 11,303,939 Provision for income taxes - - (Loss) income from discontinued operations $ (18,475 ) $ 10,877,530 |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Note 16 – Supplemental Disclosure of Cash Flow Information Schedule of Supplemental Cash Flow Information Year Ended December 31, 2022 2021 Cash paid for interest $ 1,545,839 $ 100,000 Cash paid for income taxes $ - $ 281,025 Non-cash investing and financing activities: Issuance of notes payable in settlement of accounts payable and accrued expenses $ - $ 2,352,961 Series F Preferred Stock converted into common stock 17,500 - Series M Preferred Stock converted/exchanged into common stock - 1,189,650 Deemed dividends from issuance of common stock warrants under exchange agreement - 341,525 Series N Preferred Stock converted into common stock 3,035,570 23,498,521 Series O Preferred Stock converted into common stock 1,214,910 - Deemed dividends from issuances of Series O Preferred Stock - 2,000,000 Issuance of Series P Preferred Stock in exchange for debentures, accrued interest and warrant promissory notes - 7,111,230 Deemed dividends from exchanges of debt for Series P Preferred Stock - 2,382,985 Deemed dividends from issuances of Series P Preferred Stock 333,333 - Preferred stock of InnovaQor received from the sale of HTS and AMSG - 9,117,500 Net liabilities of HTS and AMSG transferred to InnovaQor - 2,227,152 Settlement of liability with InnovaQor preferred stock - 60,714 Deemed dividends from down-round provisions of warrants and debentures 330,543,036 490,216,635 Deemed dividends from extensions of common stock warrants - 11,535,862 Non-cash interest income 212,819 - Original issue discounts on debt 50,000 100,000 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 17 – Recent Accounting Pronouncements 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. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. Topic 820, Fair Value Measurement Topic 820 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 | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – Subsequent Events Conversions of Series N and Series O Preferred Stock Subsequent to December 31, 2022 and through March 30, 2023, the Company issued an aggregate of 850,000,000 36 36,000 40.5 40,500 1.0 O’Killough Note Settlement On January 27, 2023, the Company, Mr. Diamantis and Mr. O’Killough entered into a settlement agreement whereby Mr. O’Killough agreed to a one-time payment of $ 580,000 300,000 280,000 280,000 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Controls and Procedures. Evaluation of Disclosure Controls and Procedures In connection with the preparation of this Annual Report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer, who also functions as our interim chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December 31, 2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer, to allow timely decisions regarding required disclosures. Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of December 31, 2022 because of the material weaknesses in internal control over financial reporting discussed in Management’s Annual Report on Internal Control over Financial Reporting, presented below. Management’s Annual Report on Internal Control over Financial Reporting The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with U.S. GAAP. The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Management, including the chief executive officer, does not expect that the Company’s disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. With the participation of the chief executive officer, who also functions as our interim chief financial officer, our management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based upon the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In connection with such evaluation, management identified material weaknesses in internal control over financial reporting. Insufficient staffing, accounting processes and procedures led to a lack of contemporaneous documentation supporting the accounting for certain transactions and the approval of certain cash disbursements. There are risks related to the timing and accuracy of the integration of information from various accounting systems whereby the Company has experienced delays in receiving information in a timely manner from its subsidiaries. Based on these material weaknesses in internal control over financial reporting, management concluded the Company did not maintain effective internal control over financial reporting as of December 31, 2022. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this Annual Report on Form 10-K. The Company expects improvements to be made on the integration of information issues during 2023 as we plan to move towards securing a prompt and accurate reporting system. The Company is continuing to further remediate the material weaknesses identified above. The Company has taken or is in the process of taking the following steps to remediate these material weaknesses: (i) increasing the staffing of its internal accounting department; and (ii) implementing enhanced documentation procedures to be followed by the internal accounting department. Notwithstanding such material weakness, management believes that the consolidated financial statements included in this Form 10-K fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods and dates presented. Changes in Internal Control over Financial Reporting During the three months ended December 31, 2022, there was no material change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Other Information. None Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. Directors, Executive Officers and Corporate Governance. The following table sets forth information with respect to persons who are currently serving as directors and executive officers of the Company. Name Age Positions Seamus Lagan 53 President, Chief Executive Officer, Interim Chief Financial Officer and Director Gary L. Blum 82 Director Trevor Langley 60 Director All directors of the Company serve one-year terms and hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. Executive Officers’ and Directors’ Biographies Seamus Lagan Gary L. Blum Trevor Langley Family Relationships amongst Directors and Executive Officers There are no family relationships between the executive officers and directors. Audit Committee and Audit Committee Financial Expert The purpose of the audit committee is to review the Company’s audited financial statements with management, review the performance of the Company’s independent registered public accountants, approve audit fees and fees for the preparation of the Company’s tax returns, review the Company’s internal accounting policies and internal control procedures and consider and appoint the Company’s independent registered public accountants. The audit committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities. The audit committee charter is available on the Company’s website at www.rennovahealth.com The audit committee of the Company consists of Trevor Langley and Gary L. Blum. Each member of the audit committee qualifies as “independent” for purposes of membership on audit committees pursuant to the rules and regulations of the SEC. In addition, the Board of Directors of the Company has determined that Trevor Langley qualifies as an “audit committee financial expert” as defined by the rules and regulations of the SEC. Code of Conduct The Company has adopted a written code of conduct (the “Code”), which is applicable to the Board of Directors and officers of the Company, including, but not limited to the Company’s Chief Executive Officer, Chief Financial Officer, Controller and all persons performing similar functions to the foregoing officers of the Company. We intend to post amendments to or waivers from the Code (to the extent applicable to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, or persons performing similar functions) on our website at www.rennovahealth.com. A copy of the Code will be provided to any person free of charge upon request by writing to Rennova Health, Inc., Attention: Secretary, 400 South Australian Avenue, Suite 800, West Palm Beach, Florida 33401. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires that our directors, executive officers and persons who beneficially own 10% or more of our stock file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our stock and our other equity securities. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the year ended December 31, 2022, our directors, executive officers and greater than 10% beneficial owners complied with all such applicable filing requirements. Executive Compensation. The following table sets forth all of the compensation awarded to, earned by or paid to each individual that served as our principal executive officer or principal financial officer during the fiscal year ended December 31, 2022. The Company did not have any other executive officers during the fiscal year ended December 31, 2022. SUMMARY COMPENSATION TABLE Name and Principal Position Fiscal Year Salary Stock Awards Option Awards Nonequity Incentive Plan Compensation Nonqualified Deferred Compensation Earnings All Other Compensation (2) Total Seamus Lagan 2022 (1) $ — $ — $ — $ — $ — $ 424,500 $ 424,500 President, CEO, Interim CFO and Director 2021 (1) $ — $ — $ — $ — $ — $ 387,000 $ 387,000 (1) Mr. Lagan was Interim Chief Financial Officer of the Company from September 30, 2016 through May 24, 2017. He was again appointed Interim Chief Financial Officer effective October 13, 2017, and served through June 30, 2018. Mr. Lagan has also been the Interim Chief Financial Officer of the Company since May 10, 2019. (2) All other compensation for the year ended December 31, 2022 includes, for Mr. Lagan, consulting fees of $375,000, an incentive bonus of $37,500 and an automobile expense allowance of $12,000. All other compensation for the year ended December 31, 2021 includes, for Mr. Lagan, consulting fees of $375,000 and an automobile expense allowance of $12,000. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information regarding outstanding equity awards held by the named executive officers at December 31, 2022: Name Number of shares underlying unexercised options exercisable Number of shares underlying unexercised options unexercisable Equity Incentive Plan Awards; Number of shares underlying unexercised unearned options Option exercise price Option Expiration date Number of shares or units of stock that have not vested Market value of shares or units of stock that have not vested Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested Seamus Lagan 1 - - $ 10,000,000 3/23/2026 - - - - 1 - - $ 5,000,000 3/23/2026 - - - - 1 - - $ 250,000 5/2/2026 - - - - 1 - - $ 75,000 7/17/2026 - - - - AGREEMENTS WITH NAMED EXECUTIVE OFFICERS AND DIRECTOR COMPENSATION Seamus Lagan On October 1, 2012, Medytox Solutions, Inc. (“Medytox”) entered into a consulting agreement with Alcimede LLC, which is controlled by Mr. Lagan. This agreement replaced and superseded a previous Alcimede consulting agreement. This agreement was originally for three years, and was then subject to annual renewals thereafter, unless either party gave notice of non-renewal. The agreement provided for a retainer of $20,000 per month and reimbursement to Alcimede for its out-of-pocket expenses. The parties agreed to cancel the options issued pursuant to the prior agreement. Under the new agreement, Alcimede was issued 4,500,000 shares of common stock of Medytox and 1,000 shares of Series B Preferred Stock of Medytox. In addition, Alcimede received options to purchase (i) 1,000,000 shares of common stock of Medytox exercisable at $2.50 per share through December 31, 2017, (ii) 1,000,000 shares of common stock of Medytox exercisable at $5.00 per share through December 31, 2017 and (iii) 1,000,000 shares of common stock of Medytox exercisable at $10.00 a share through December 31, 2022. On June 29, 2015, Alcimede exercised the option to purchase 1,000,000 shares of common stock of Medytox at an exercise price of $2.50 per share. The parties agreed to cancel the remaining options to purchase 1,000,000 shares of common stock of Medytox at an exercise price of $5.00 per share and 1,000,000 shares of common stock at an exercise price of $10.00 per share in connection with the merger of Medytox with the Company on November 2, 2015. The share amounts and exercise prices in this paragraph are on a pre-merger basis and do not reflect the reverse splits effected by the Company since the merger. Effective September 11, 2014 and in conjunction with the appointment of Mr. Lagan as our Chief Executive Officer, such consulting agreement with Alcimede LLC was amended to provide for a monthly retainer of $31,250, and we agreed to provide Mr. Lagan with an automobile. During the year ended December 31, 2016, Alcimede LLC received a cash bonus of $200,000. On April 1, 2017, Alcimede LLC agreed to a voluntary reduction in the monthly retainer to $20,833, which was increased back up to $31,250 in April 2018. In September 2020, it was agreed to pay $100,000 to renew the Alcimede LLC consulting agreement for a three-year period. It was further agreed that this consulting agreement could be assigned to another entity and that termination of the agreement would trigger a $500,000 payment. On November 1, 2021, that consulting agreement was replaced by an agreement between the Company and Alcimede Limited, a Bahamian company of which Mr. Lagan is the Managing Director. The new agreement is for three years and is renewable for one-year periods thereafter. It contains similar terms as the prior agreement with regard to monthly fees and expense reimbursements. Alcimede Limited received a $37,500 cash bonus during the year ended December 31, 2022. Director Compensation Non-executive directors receive an annual cash retainer of $40,000 and may be granted stock options. We do not pay other directors for Board service in addition to their regular compensation. The Board has the primary responsibility for considering and determining the amount of director compensation. The following table shows amounts earned by each non-executive Director in the fiscal year ended December 31, 2022: Director Fees earned or paid in cash Stock Awards Option Awards Non-equity Incentive Plan Compensation All Other Compensation Total Gary L. Blum $ 40,008 $ - $ - $ - $ - $ 40,008 Trevor Langley $ 40,008 $ - $ - $ - $ - $ 40,008 In December 2022, the Company’s two non-executive directors each agreed to a $50,000 cash payment in lieu of accrued director fees of $115,042 for Mr. Blum and accrued director fees Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of our outstanding Common Stock as of March 15, 2023 by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all executive officers and directors as a group. Except as indicated in the footnotes below, the persons and entities listed below possess sole voting and investment power with respect to their shares. The address of each of our executive officers and directors is c/o Rennova Health, Inc., 400 South Australian Avenue, Suite 800, West Palm Beach, Florida 33401. All of the outstanding shares of Series L Convertible Preferred Stock (“Series L Preferred Stock”) are owned by Alcimede LLC, of which Mr. Lagan, our Chief Executive Officer, is the sole manager. Mr. Diamantis owns all of the outstanding Series M Convertible Redeemable Preferred Stock (“Series M Preferred Stock”) and has granted to Mr. Lagan an irrevocable proxy to vote the Series M Preferred Stock. The conversion of the Series M Preferred Stock is subject to an ownership blocker of 4.99%. Name of Beneficial Owner No. of Shares of Common Stock Owned Percentage of Ownership (1) Seamus Lagan - (2) 54.78 %(2) Gary L. Blum - - Trevor Langley - - All Directors and Executive Officers as a Group (3 persons) (3) - (2) 54.78 %(2) Sabby Healthcare Master Fund, Ltd. (4) 2,990,438,793 9.99 % Sabby Volatility Warrant Master Fund, Ltd. (4) 2,990,438,793 9.99 % (1) Based on 29,934,322,257 shares of Common Stock issued and outstanding as of March 15, 2023, and additional shares deemed to be outstanding as to a particular person, in accordance with applicable rules of the Securities and Exchange Commission (the “SEC”). Beneficial ownership is determined in accordance with SEC rules to generally include shares of Common Stock subject to options or issuable upon conversion of convertible securities or exercise of warrants, and such shares are deemed outstanding for computing the percentage of the person holding such options, securities or warrants, but are not deemed outstanding for computing the percentage of any other person. (2) Alcimede LLC of which Mr. Lagan is the sole manager, owns 250,000 shares of Series L Preferred Stock. As of March 15, 2023, these shares of Series L Preferred Stock were convertible into 2,500,000,000 shares of Common Stock. In addition, on August 13, 2020, Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock owned by Mr. Diamantis. As a result, as of March 15, 2023, Mr. Lagan and Alcimede LLC owned, or had the right to vote, securities holding 54.78% of the total voting power of the Company’s voting securities. Because the conversion price of the Series L Preferred Stock is determined based on the market price of the shares of Common Stock, the number of shares of Common Stock into which the shares are convertible, and the votes to which the Series L Preferred Stock is entitled, will fluctuate. (3) Includes Messrs. Lagan, Blum and Langley. Alcimede LLC also owns 250,000 shares of Series L Preferred Stock and Mr. Lagan has an irrevocable proxy to vote the shares of Series M Preferred Stock owned by Mr. Diamantis, as described in the above footnote. (4) Based on Amendment No. 2 to Schedule 13G filed with the SEC on January 22, 2020. The address of each of Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. This stockholder has indicated that Hal Mintz has voting and investment power over the shares held by it. This stockholder has indicated that Sabby Management, LLC serves as its investment manager, that Hal Mintz is the manager of Sabby Management, LLC and that each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over these shares except to the extent of any pecuniary interest therein. The conversion of the debentures, the Series N Preferred Stock, the Series O Preferred Stock and the Series P Preferred Stock and the exercise of the warrants held by these entities are subject to ownership blockers of 9.99% and 4.99%, respectively. Certain Relationships and Related Transactions, and Director Independence. Alcimede LLC, which is controlled by Mr. Lagan, billed the Company an aggregate of $0.4 million and $0.4 million for consulting fees and reimbursement of expenses pursuant to consulting agreements for the years ended December 31, 2022 and 2021, respectively. In addition, Alcimede LLC received a payment of $37,500 for the year ended December 31, 2022 as a bonus payment and $100,000 for the year ended 2020 for renewal and amendment to an existing consulting agreement. On April 2, 2017, Alcimede agreed to a voluntary reduction in the monthly retainer payable by the Company from $31,250 to $20,833, which was increased back up to $31,250 in April 2018. On February 3, 2015, the Company borrowed $3.0 million from Alcimede. The note had an interest rate of 6% and was originally due on February 2, 2016. Alcimede later agreed to extend the maturity date of the loan to August 2, 2017. On June 29, 2015, Alcimede exercised options granted in October 2012 to purchase shares of common stock, and the loan outstanding was reduced in satisfaction of the aggregate exercise price of $2.5 million. In August of 2016, $0.3 million was repaid by the Company through the issuance of shares of common stock. In March of 2017, the Company and Mr. Lagan agreed that a payment made to Alcimede in the amount of $50,000 would be deducted from the outstanding balance of the note. On August 2, 2017, the Company and Alcimede agreed to further extend the maturity date of the loan to August 2, 2018. On July 20, 2018, 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 shares of its Series J Convertible Preferred Stock (the “Series J Preferred Stock”). On July 23, 2018, the Company entered into an Exchange Agreement (the “Series J Agreement”) with Alcimede. Pursuant to the Series J Agreement, the Company issued to Alcimede 250,000 shares of the Series J Preferred Stock in exchange for the cancellation of the outstanding principal and interest owed by the Company to Alcimede under the Note, dated February 5, 2015, and the cancellation of certain amounts owed by the Company to Alcimede under a consulting agreement between the parties. The total amount of consideration paid by Alcimede to the Company equaled $250,000. Each share of the Series J Preferred Stock had a stated value of $1.00 and was entitled to 8% per annum cumulative dividends at the discretion of the Company’s Board of Directors. On September 27, 2019, 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 shares of its Series K Convertible Preferred Stock (the “Series K Preferred Stock”). On December 29, 2019, the Company entered into an Exchange Agreement (the “Series K Agreement”) with Alcimede. Pursuant to the Series K Agreement, the Company issued to Alcimede 250,000 shares of the Series K Preferred Stock in exchange for the 250,000 shares of Series J Preferred Stock. The shares of Series J Preferred Stock were cancelled and, under the Series K Agreement, Alcimede relinquished all rights to any cumulative dividends on the Series J Preferred Stock. The terms of the Series K Preferred Stock did not provide for cumulative dividends. 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 shares of Series L Convertible Preferred Stock (the “Series L Preferred Stock”). On May 5, 2020, the Company entered into an Exchange Agreement (the “Series L Agreement”) with Alcimede. Pursuant to the Series L Agreement, the Company issued to Alcimede 250,000 shares of the Series L Preferred Stock in exchange for the 250,000 shares of Series K Preferred Stock. The shares of Series K Preferred Stock were cancelled. The Series L Preferred Stock was not convertible prior to December 1, 2020 (as compared to the Series K Preferred Stock which was convertible immediately) and the Series L Preferred Stock is not entitled to receive any dividends (unlike the Series K Preferred Stock, which was entitled to share in any dividends payable on the Common Stock). During the year ended December 31, 2022, Mr. Diamantis loaned the Company $1.1 million, which was used by the Company to repay a portion of the amounts past due for principal and interest under a promissory note, for which Mr. Diamantis is a guarantor. During the year ended December 31, 2021, Mr. Diamantis loaned the Company $0.9 million, the majority of which was used for working capital purposes. During the years ended December 31, 2022 and 2021, the Company repaid Mr. Diamantis $0.2 million and $0.9 million, respectively. On June 30, 2020, the Company exchanged the total amount owed to Mr. Diamantis on that date for outstanding loans and accrued interest, net of repayments, which was approximately $18.8 million, for shares of the Company’s Series M Preferred Stock. The Series M Preferred Stock is more fully discussed below. During the years ended December 31, 2022 and 2021, the Company incurred interest expense of $0.1 million and $0.1 million, respectively, on the loans from Mr. Diamantis. During the year ended December 31, 2022, the Company paid $0.4 million of accrued interest owed to Mr. Diamantis. As of December 31, 2022 and 2021, accrued interest on the loans from Mr. Diamantis totaled $0 and $0.3 million, respectively. Interest accrues on loans from Mr. Diamantis at a rate of 10% on the majority of the amounts loaned. In addition, the Company incurs interest expense related to the amounts Mr. Diamantis borrows from third-parties to loan to the Company. On June 9, 2020, the Company filed a certificate of designation to authorize 30,000 shares of its Series M Preferred Stock with a stated value of $1,000 per share. On June 30, 2020, the Company and Mr. Diamantis entered into an exchange agreement wherein Mr. Diamantis agreed to the extinguishment of the Company’s indebtedness to him totaling $18.8 million, including accrued interest, on that date in exchange for 22,000 shares of the Company’s Series M Preferred Stock with a par value of $0.01 per share. As a result of the exchange, the Company recorded a deemed dividend of approximately $3.2 million in the year ended December 31, 2020, which represented the difference between the $18.8 million of debt and accrued interest exchanged and the value of the Series M Preferred Stock of $22.0 million. The terms of the Series M Preferred Stock were set forth in the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2020. In particular: (i) each holder of the Series M Preferred Stock shall be entitled to vote on all matters submitted to a vote of the holders of the Company’s common 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. Each outstanding share of the Series M Preferred Stock shall represent its proportionate share of the 51% allocated to the outstanding shares of Series M Preferred Stock in the aggregate. The Series M Preferred Stock shall vote with the common stock and any other voting securities as if they were a single class of securities; (ii) each share of the Series M Preferred Stock is convertible into shares of the Company’s common stock at a conversion price equal to 90% of the average closing price of the Company’s common stock on the ten trading days immediately prior to the conversion date but in any event not less than the par value of the Company’s common stock; and (iii) dividends at the rate per annum of ten percent (10%) of the stated value per share shall accrue on each outstanding share of Series M Preferred Stock from and after the date of the original issuance of such share of Series M Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization). The dividends shall accrue from day to day, whether or not declared, and shall be cumulative and non-compounding; provided however On August 13, 2020, Mr. Diamantis entered into a Voting Agreement and Irrevocable Proxy with the Company, Mr. Lagan and Alcimede LLC (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. On August 27, 2021, the Company entered into an exchange agreement with Mr. Diamantis. Pursuant to the exchange agreement, Mr. Diamantis exchanged 570 shares of his Series M Preferred Stock for 9,500 shares of common stock and warrants to purchase 4,750 shares of the Company’s common stock at an exercise price of $70.00 per share. The warrants have a three-year term and, as of December 31, 2022, are exercisable into 3.7 billion shares of the Company’s common stock at an exercise price of $0.00009 per share as a result of down-round provision features. On September 27, 2019, the Company issued a promissory note to a lender in the principal amount of $1.9 million, which was guaranteed by Mr. Diamantis. The payments due on November 8, 2019 and December 26, 2019 were not made and in February 2020 the lender sued the Company and Mr. Diamantis. In February 2020, Mr. O’Killough sued the Company and Mr. Diamantis, as guarantor, in New York State Supreme Court for the County of New York, for approximately $2.2 million for non-payment of the promissory note. In May 2020, the Company, Mr. Diamantis, as guarantor, and Mr. O’Killough 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. The Company made payments totaling $450,000 in 2020. On January 18, 2022, Mr. Diamantis paid $750,000 and the remaining balance was due 120 days thereafter. Mr. O’Killough agreed to forebear from any further enforcement action until then. On various dates during the remainder of 2022, Mr. Diamantis made additional payments to Mr. O’Killough totaling $300,000 and the Company gave Mr. Diamantis $350,000 for further payment to Mr. O’Killough. As a result of these payments, the past due balance owed to Mr. O’Killough was $1.1 million on December 31, 2022. The Company is obligated to repay Mr. Diamantis for any payments, plus interest, that he made to Mr. O’Killough. On January 27, 2023, the parties entered into a final settlement wherein the Company and Mr. Diamantis agreed to settle the obligation in full for $580,000. On November 7, 2021, the Company entered into the Exchange and Amendment Agreements (the “November 2021 Exchange Agreements”) with certain institutional lenders. In the November 2021 Exchange Agreements, the lenders agreed to reduce their holdings of the $4.5 million of outstanding non-convertible debentures, which includes late-payment penalties, plus accrued interest of $1.5 million, by exchanging the indebtedness and accrued interest for shares of the Company’s Series P Convertible Redeemable Preferred Stock. Mr. Diamantis is also a party to the November 2021 Exchange Agreements as he was a guarantor of the September 27, 2019 debentu |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with Regulation S-X of the SEC. The consolidated financial statements include the accounts of Rennova Health, Inc. and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income During the years ended December 31, 2022 and 2021, comprehensive (loss) income was equal to the net (loss) income amounts presented in the accompanying consolidated statements of operations. |
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 consolidated financial statements, and the reported amounts of net 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, contractual allowances and bad debt reserves, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, the valuations of investments, equity and derivative instruments, income from HHS Provider Relief Funds and deemed dividends, litigation and related reserves, among others. Actual results could differ from those estimates and would impact future results of operations and cash flows. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
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. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standard Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606),” Our revenues 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 averaging approximately three days, and revenues are recognized based on charges incurred. Our performance obligations for outpatient services, including emergency room-related 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 transaction 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, because of the Big South Fork Medical Center’s designation as a Critical Access Hospital, generally pays for inpatient and outpatient services at rates related to the hospital’s costs. 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. 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). During the fourth quarter of 2022, the Company’s Big South Fork Medical Center received a communication that its final Medicare cost report for the six months ending December 31, 2021 was accepted and that it reflected a retroactive adjustment of $ 1.6 1.6 0.5 The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of operating 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. |
Contractual Allowances and Doubtful Accounts Policy | Contractual Allowances and Doubtful Accounts Policy Accounts receivable are reported at realizable value, net of estimated 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 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. During the years ended December 31, 2022 and 2021, estimated contractual allowances of $ 32.0 25.6 7.3 7.7 39.3 33.3 13.0 3.2 |
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 2.3 |
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) |
Fair Value Measurements | Fair Value Measurements In accordance with ASC 820, “ Fair Value Measurements and Disclosures ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). ● Level 3 applies to assets or liabilities for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including our own assumptions. On December 31, 2022 and 2021, we applied the Level 3 fair value hierarchy in determining the fair value of InnovaQor’s Series B-1 Non-Voting Convertible Preferred Stock (the “InnovaQor Series B-1 Preferred Stock”), which is reflected on our consolidated balance sheets as an investment, as more fully discussed in Notes 11 and 15. Also, on December 31, 2022 and 2021, we applied the Level 3 fair value hierarchy in determining the fair value of a derivative liability for an embedded conversion option of an outstanding convertible debenture, as more fully discussed in Note 11. |
Derivative Financial Instruments and Fair Value, Including ASU 2017-11 and ASU 2021-04 | Derivative Financial Instruments and Fair Value, Including ASU 2017-11 and ASU 2021-04 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). 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. ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) 0.052 ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) In addition, we recorded deemed dividends of approximately $ 0.3 2.4 11.5 0.3 |
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 December 31, 2022 and 2021. |
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 preferred stock, convertible debt, stock options and warrants outstanding for the period, with options and warrants 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. See Note 3 for the computation of the loss per share for the years ended December 31, 2022 and 2021. |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share available to common stockholders for the years ended December 31, 2022 and 2021: Schedule of Earnings Per Share Year Ended December 31, 2022 2021 Numerator Net loss from continuing operations $ (3,274,580 ) $ (5,272,373 ) Deemed dividends (330,876,369 ) (506,477,007 ) Net loss available to common stockholders, continuing operations (334,150,949 ) (511,749,380 ) Net (loss) income from discontinued operations (18,475 ) 10,877,530 Net loss available to common stockholders $ (334,169,424 ) $ (500,871,850 ) Denominator Weighted average number of shares of common stock outstanding during the period - basic and diluted 9,992,238,468 548,377 Net (loss) income per share of common stock available to common stockholders - basic and diluted: Continuing operations $ (0.03 ) $ (933.21 ) Discontinued operations (0.00 ) 19.84 Total basic and diluted $ (0.03 ) $ (913.37 ) |
Schedule of Anti-dilutive 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 December 31, 2022 and 2021, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share Year Ended December 31, 2022 2021 Common stock warrants 511,333,351,090 54,280,658 Convertible preferred stock 452,995,411,111 48,188,965 Convertible debentures 28,777,833,333 2,877,783 Stock options 26 26 Anti-dilutive shares 993,106,595,560 105,347,432 |
Accounts Receivable and Incom_2
Accounts Receivable and Income Tax Refunds Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at December 31, 2022 and 2021 consisted of the following: Schedule of Accounts Receivable December 31, December 31, 2022 2021 Accounts receivable $ 13,046,646 $ 12,961,817 Less: Allowance for contractual obligations (8,529,904 ) (8,737,502 ) Allowance for doubtful accounts (1,405,773 ) (1,456,791 ) Accounts receivable owed under settlements/sales agreements - (688,236 ) Accounts receivable, net $ 3,110,969 $ 2,079,288 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net at December 31, 2022 and 2021 consisted of the following: Schedule of Property and Equipment December 31, December 31, 2022 2021 Building $ 4,181,434 $ 4,181,434 Land 550,700 550,700 Equipment 1,637,585 2,708,024 Equipment under capital leases 189,711 742,745 Furniture 38,798 138,893 Leasehold improvements 2,160 2,160 Computer equipment 32,115 152,124 Software 402,815 496,469 Property and equipment, gross 7,035,318 8,972,549 Less accumulated depreciation (2,841,019 ) (4,342,459 ) Property and equipment, net $ 4,194,299 $ 4,630,090 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2022 and 2021 consisted of the following: Schedule of Accrued Expenses December 31, December 31, 2022 2021 Accrued payroll and related liabilities $ 8,533,710 $ 7,528,464 HHS Provider Relief Funds 552,099 863,452 Accrued interest 5,736,096 5,027,459 Accrued legal expenses and settlements 534,550 632,318 Medicare overpayment reserve 2,101,837 - Other accrued expenses 2,105,516 1,448,242 Accrued expenses $ 19,563,808 $ 15,499,935 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At December 31, 2022 and 2021, debt consisted of the following: Schedule of Debt December 31, 2022 December 31, 2021 Notes payable- third parties $ 2,917,390 $ 4,667,819 Loan payable – related party 2,995,000 2,127,000 Debentures 8,622,240 8,222,240 Total debt 14,534,630 15,017,059 Less current portion of debt (14,534,630 ) (15,017,059 ) Total debt, net of current portion $ - $ - |
Schedule of Notes Payable Third Parties | At December 31, 2022 and 2021, notes payable with third parties consisted of the following: Notes Payable – Third Parties Schedule of Notes Payable Third Parties December 31, 2022 December 31, 2021 Settlement amount/loan payable to TCA Global Credit Master Fund, L.P. (“TCA”) in the original principal amount of $ 3 500,000 $ - $ 250,000 Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ 500,000 291,557 291,557 Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ 1.9 0.3 0.1 1,137,380 1,450,000 Notes payable under the PPP loans issued on April 20, 2020 through May 1, 2020. - 400,800 Notes payable dated January 31, 2021 and February 16, 2021 in the original aggregate amount of $ 245,000 10 100 - 122,500 Notes payable to Western Healthcare, LLC dated August 10, 2021, in the aggregate principal amount of $ 2.4 18 0.2 August 30, 2022 1,488,453 2,152,962 Note payable 2,917,390 4,667,819 Less current portion (2,917,390 ) (4,667,819 ) Notes payable - third parties, net of current portion $ - $ - |
Schedule of Notes Payable Related Parties | At December 31, 2022 and 2021, loan payable - related party consisted of the following: Schedule of Notes Payable Related Parties December 31, 2022 December 31, 2021 Loan payable to Christopher Diamantis $ 2,995,000 $ 2,127,000 Less current portion of loan payable, related party (2,995,000 ) (2,127,000 ) Total loan payable, related party, net of current portion $ — $ — |
Schedule of Debentures | The carrying amount of all outstanding debentures with institutional investors as of December 31, 2022 and 2021 was as follows: Schedule of Debentures December 31, 2022 December 31, 2021 March 2017 Debenture $ 2,580,240 $ 2,580,240 2018 Debentures 5,642,000 5,642,000 October 2022 Debenture 400,000 - Debentures, Gross 8,622,240 8,222,240 Less current portion (8,622,240 ) (8,222,240 ) Debentures, net of current portion $ - $ - |
Finance and Operating Lease O_2
Finance and Operating Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Finance And Operating Lease Obligations | |
Schedule of Lease-related Assets and Liabilities | The following table presents our lease-related assets and liabilities at December 31, 2022 and 2021: Schedule of Lease-related Assets and Liabilities Balance Sheet Classification December 31, 2022 December 31, 2021 Assets: Operating leases Right-of-use operating lease assets $ 574,256 $ 821,274 Finance lease Property and equipment, net - 220,461 Total lease assets $ 574,256 $ 1,041,735 Liabilities: Current: Operating leases Right-of-use operating lease obligations $ 215,063 $ 247,017 Finance lease Current liabilities 220,461 220,461 Noncurrent: Operating leases Right-of-use operating lease obligations 359,193 574,257 Total lease liabilities $ 794,717 $ 1,041,735 Weighted-average remaining term: Operating leases 2.59 3.57 Finance lease (1) 0 0 Weighted-average discount rate: Operating leases 13.0 % 13.0 % Finance lease 4.9 % 4.9 % |
Schedule of Lease Expense | The following table presents certain information related to lease expense for finance and operating leases for the years ended December 31, 2022 and 2021: Schedule of Lease Expense Year Ended Year Ended Finance lease expense: Depreciation/amortization of leased assets $ - $ - Interest on lease liabilities - - Operating leases: Short-term lease expense (2) 323,506 198,187 Total lease expense $ 323,506 $ 198,187 |
Schedule of Lease Supplemental Cash Flow Information | The following table presents supplemental cash flow information for the years ended December 31, 2022 and 2021: Schedule of Lease Supplemental Cash Flow Information Year Ended December 31, 2022 Year Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 323,961 $ 277,278 Operating cash flows for finance lease $ - $ - Financing cash flows for finance lease payments $ - $ 29,524 (1) As of December 31, 2022 and 2021, the Company was in default under its finance lease obligation, therefore, the aggregate future minimum lease payments and accrued interest under this finance lease in the amount of $ 0.2 (2) Expenses are included in general and administrative expenses in the consolidated statements of operations. |
Schedule of Future Minimum Rentals Under Right-of-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-of-use Operating and Finance Leases Right-of-Use Operating Leases Finance Lease Twelve months ending December 31: 2023 $ 275,176 $ 224,252 2024 219,463 - 2025 186,496 - 2026 - - 2027 - - Thereafter - - Total 681,135 224,252 Less interest (106,879 ) (3,791 ) Present value of minimum lease payments 574,256 220,461 Less current portion of lease obligations (215,063 ) (220,461 ) Lease obligations, net of current portion $ 359,193 $ - |
Fair Value, Derivative Financ_2
Fair Value, Derivative Financial Instruments and Deemed Dividends (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Derivative Financial Instruments And Deemed Dividends | |
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 December 31, 2022 and 2021: Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total As of December 31, 2021: InnovaQor Series B-1 Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Embedded conversion option of debenture - - 455,336 455,336 Total $ - $ - $ 9,471,408 $ 9,471,408 As of December 31, 2022: InnovaQor Series B-1 Preferred Stock $ - $ - $ 9,016,072 $ 9,016,072 Embedded conversion option of debenture - - 455,336 455,336 Total $ - $ - $ 9,471,408 $ 9,471,408 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stockholders’ Deficit | The following table summarizes the activity in the Company’s various classes of preferred stock included in Stockholders’ Deficit for the years ended December 31, 2022 and 2021: Schedule of Stockholders’ Deficit Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Series H Series F Series L Series M Series N Series O Series P Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance December 31, 2021 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 20,810 $ 208 5,936 $ 59 9,900 $ 99 8,545 $ 85 2,045,201 $ 20,451 Conversion of Series F Preferred Stock into common stock - - (1,750,000 ) (17,500 ) - - - - - - - - - (1,750,000 ) (17,500 ) Issuances of Series P Preferred Stock - - - - - - - - - - - - 1,650 17 1,650 17 Conversion of Series M Preferred Stock into common stock - - Conversions of Series M Preferred Stock into common stock, Shares - - Exchange of Series M Preferred Stock for common stock - - Exchange of Series M Preferred Stock for common stock, Shares - - Conversions of Series N Preferred Stock into common stock - - - - - - - (3,036 ) (30 ) - - - - (3,036 ) (30 ) Conversions of Series O Preferred Stock into common stock - - - - - - - - - - (1,215 ) (12 ) - - (1,215 ) (12 ) Balance December 31, 2022 10 $ - - $ - 250,000 $ 2,500 20,810 $ 208 2,900 $ 29 8,685 $ 87 10,195 $ 102 292,600 $ 2,926 Series H Series F Series L Series M Series N Series O Series P Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance December 31, 2020 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 22,000 $ 220 29,434 $ 294 - $ - - $ - 2,051,444 $ 20,514 Beginning balance 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 22,000 $ 220 29,434 $ 294 - $ - - $ - 2,051,444 $ 20,514 Issuances of Series O Preferred Stock - - - - - - - - - - 9,900 99 - - 9,900 99 Issuance of Series P Preferred Stock - - - - - - - - - - - - 8,545 85 8,545 85 Exchange of Series M Preferred Stock for common stock - - - - - - (570 ) (6 ) - - - - - - (570 ) (6 ) Conversion of Series M Preferred Stock into common stock - - - - - - (620 ) (6 ) - - - - - - (620 ) (6 ) Conversions of Series N Preferred Stock into common stock - - - - - - - - (23,498 ) (235 ) - - - - (23,498 ) (235 ) Balance December 31, 2021 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 20,810 $ 208 5,936 $ 59 9,900 $ 99 8,545 $ 85 2,045,201 $ 20,451 Ending balance 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 20,810 $ 208 5,936 $ 59 9,900 $ 99 8,545 $ 85 2,045,201 $ 20,451 |
Schedule of Stock Option Activity | Schedule of Stock Option Activity Number of options Weighted- average exercise price Weighted- average contractual term (years) Outstanding at December 31, 2020 26 $ 2,992,125 5.33 Granted - Expired - Outstanding at December 31, 2021 26 $ 2,992,125 4.33 Granted - Expired - Outstanding at December 31, 2022 26 $ 2,992,125 3.37 Exercisable at December 31, 2022 26 $ 2,992,125 |
Schedule of Stock Option Outstanding and Exercisable | The following table summarizes information with respect to stock options outstanding and exercisable by employees and directors at December 31, 2022: Schedule of Stock Option Outstanding and Exercisable Options outstanding Options vested and exercisable Exercise price Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price Aggregate intrinsic value Number vested Weighted average exercise price Aggregate intrinsic value $ 10,000,000 5 3.25 $ 10,000,000 $ - 5 $ 10,000,000 $ - $ 5,000,000 5 3.25 $ 5,000,000 - 5 $ 5,000,000 - $ 269,580 8 3.33 $ 269,580 - 8 $ 269,580 - $ 80,906 8 3.54 $ 80,906 - 8 $ 80,906 - 26 3.37 $ 2,992,125 $ – 26 $ 2,992,125 $ - |
Schedule of Warrants Activity | The following summarizes the information related to the number of shares of common stock issuable under outstanding warrants during the years ended December 31, 2022 and 2021: Schedule of Warrants Activity Number of Shares of Common Stock Issuable for Warrants Weighted average exercise price Balance at December 31, 2020 467 $ 195,607 Issuance of warrants 4,750 70.00 Increase in number of shares of common stock issuable under 54,798,363 - Expiration of warrants (522,922 ) (27.11 ) Balance at December 31, 2021 54,280,658 $ 1.43 Issuance of warrants - - Expiration of warrants (33,601,211 ) (0.9141 ) Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions 511,312,671,643 - Balance at December 31, 2022 511,333,351,090 $ 0.00009 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Expense) Benefit | The provision for income taxes for the years ended December 31, 2022 and 2021 consists of the following: Schedule of Income Tax (Expense) Benefit Year Ended Year Ended Current Federal $ (301,766 ) $ (14,860 ) State (11,083 ) (164,670 ) Total Current (312,849 ) (179,530 ) Deferred Federal - - State - - Total Deferred - - Provision for income taxes $ (312,849 ) $ (179,530 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following reconciles the Federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2022 and 2021: Schedule of Effective Income Tax Rate Reconciliation Year Ended Year Ended % % Federal statutory rate 21.0 21.0 Permanent and other items (17.0 ) 0.6 Federal income taxes audit and other adjustments - 63.5 Change in valuation allowance (14.5 ) (81.6 ) Effective income tax rate (10.5 ) 3.5 |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are comprised of the following at December 31, 2022 and 2021: Schedule of Deferred Tax Assets and Liabilities December 31, 2022 December 31, 2021 Deferred income tax assets: Amortization $ 375,821 $ 460,537 Net operating loss carryforward 15,445,916 15,164,992 Allowance for doubtful accounts 387,818 401,436 Charitable contributions 644 644 Stock options 1,003,453 1,003,453 Accrued liabilities 1,826,839 1,711,890 HHS Provider Relief Funds 67,685 - Employee retention credit 292,282 292,282 HTS and AMSG basis difference 878,709 878,709 Deferred state tax asset 4,089,682 3,683,024 Total deferred income tax assets 24,368,849 23,596,967 Deferred income tax liabilities: Depreciation ( 583,812 ) (691,456 ) Deferred tax asset, net 23,785,037 22,905,511 Less: valuation allowance (23,785,037 ) (22,905,511 ) Net deferred tax assets $ - $ - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operation of Balance Sheet and Operation Statement | Carrying amounts of major classes of liabilities of EPIC and one other non-operating subsidiary included as part of discontinued operations in the consolidated balance sheets as of December 31, 2022 and 2021 consisted of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement December 31, 2022 December 31, 2021 Accounts payable $ 1,115,066 $ 1,108,066 Accrued expenses 341,046 341,410 Current liabilities of discontinued operations $ 1,456,112 $ 1,449,476 Major line items constituting (loss) income from discontinued operations in the consolidated statements of operations for the years ended December 31, 2022 and 2021 consisted of the following: Consolidated (Loss) Income from Discontinued Operations: 2022 2021 Year Ended December 31, 2022 2021 Revenue from services $ - $ 216,941 Cost of services - 2,396 Gross profit - 214,555 Operating expenses 8,991 682,659 Other (expense) income (9,484 ) 41,695 Gain from sale - 11,303,939 Provision for income taxes - - (Loss) income from discontinued operations $ (18,475 ) $ 10,877,530 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Schedule of Supplemental Cash Flow Information Year Ended December 31, 2022 2021 Cash paid for interest $ 1,545,839 $ 100,000 Cash paid for income taxes $ - $ 281,025 Non-cash investing and financing activities: Issuance of notes payable in settlement of accounts payable and accrued expenses $ - $ 2,352,961 Series F Preferred Stock converted into common stock 17,500 - Series M Preferred Stock converted/exchanged into common stock - 1,189,650 Deemed dividends from issuance of common stock warrants under exchange agreement - 341,525 Series N Preferred Stock converted into common stock 3,035,570 23,498,521 Series O Preferred Stock converted into common stock 1,214,910 - Deemed dividends from issuances of Series O Preferred Stock - 2,000,000 Issuance of Series P Preferred Stock in exchange for debentures, accrued interest and warrant promissory notes - 7,111,230 Deemed dividends from exchanges of debt for Series P Preferred Stock - 2,382,985 Deemed dividends from issuances of Series P Preferred Stock 333,333 - Preferred stock of InnovaQor received from the sale of HTS and AMSG - 9,117,500 Net liabilities of HTS and AMSG transferred to InnovaQor - 2,227,152 Settlement of liability with InnovaQor preferred stock - 60,714 Deemed dividends from down-round provisions of warrants and debentures 330,543,036 490,216,635 Deemed dividends from extensions of common stock warrants - 11,535,862 Non-cash interest income 212,819 - Original issue discounts on debt 50,000 100,000 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) | 12 Months Ended | ||||||||||
Mar. 15, 2022 shares | Jul. 16, 2021 shares | Jun. 01, 2018 USD ($) ft² | Jan. 13, 2017 USD ($) ft² | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Mar. 14, 2022 shares | Nov. 05, 2021 shares | Nov. 04, 2021 shares | Jan. 13, 2017 a | |
Property, Plant and Equipment [Line Items] | |||||||||||
Relief funds | $ 13,600,000 | ||||||||||
Revenue | 13,000,000 | $ 3,200,000 | |||||||||
Accrued expenses | 5,736,096 | 5,027,459 | |||||||||
Employee retention credits | 1,500,000 | 1,500,000 | |||||||||
Working capital deficit | 42,900,000 | ||||||||||
Stockholders' deficit | 29,094,588 | 27,301,524 | $ 49,017,752 | ||||||||
Net loss from continuing operations | 3,274,580 | 5,272,373 | |||||||||
Cash used in operating activities | $ 218,348 | $ 8,912,682 | |||||||||
Reverse stock split | 1-for-10,000 | 1-for-1,000 | |||||||||
Reverse stock splits, shares | shares | 10,000 | 1,000 | |||||||||
Common stock, shares authorized | shares | 250,000,000,000 | 250,000,000,000 | 250,000,000,000 | 50,000,000,000 | 50,000,000,000 | 10,000,000,000 | |||||
Public Health and Social Services Emergency Fund [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Relief funds | $ 100,000,000,000 | ||||||||||
HHS Provider Relief Funds [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Revenue | 13,000,000 | ||||||||||
Revenue recognized | 600,000 | $ 4,400,000 | $ 8,000,000 | ||||||||
Accrued expenses | 600,000 | $ 900,000 | |||||||||
Revenue recognized, liability | $ 13,000,000 | ||||||||||
Jamestown Regional Medical Center [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Payments to acquire land | $ 700,000 | ||||||||||
Land [Member] | Jamestown Regional Medical Center [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Square feet | ft² | 90,000 | ||||||||||
Asset Purchase Agreement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Purchase price | $ 1,000,000 | ||||||||||
Asset Purchase Agreement [Member] | Building [Member] | Scott County Community Hospital [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Square feet | ft² | 52,000 | ||||||||||
Asset Purchase Agreement [Member] | Building Improvements [Member] | Scott County Community Hospital [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Square feet | 6,300 | 4.3 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liability | $ 49,667,350 | $ 46,936,120 |
Estimated contractual allowance | 32,000,000 | 25,600,000 |
Estimated implicit price concessions | 7,300,000 | 7,700,000 |
Allowance for adjustment of revenue | 39,300,000 | 33,300,000 |
Net revenues | 13,000,000 | 3,200,000 |
Asset impairment charge | 2,300,826 | |
Shares Issued, Price Per Share | $ 0.052 | |
Deemed dividends from issuance of warrants under exchange agreement | 300,000 | |
Preferred Stock [Member] | ||
Deemed dividend | $ 300,000 | 2,400,000 |
Common Stock Warrants [Member] | ||
Deemed dividend | 11,500,000 | |
Jamestown Regional Medical Center [Member] | ||
Asset impairment charge | 2,300,000 | |
Revision of Prior Period, Adjustment [Member] | ||
Retroactive adjustment | $ 1,600,000 | |
Liability | 1,600,000 | |
Recoupments liability net | $ 500,000 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss from continuing operations | $ (3,274,580) | $ (5,272,373) |
Deemed dividends | (330,876,369) | (506,477,007) |
Net loss available to common stockholders, continuing operations | (334,150,949) | (511,749,380) |
Net (loss) income from discontinued operations | (18,475) | 10,877,530 |
Net loss available to common stockholders | $ (334,169,424) | $ (500,871,850) |
Weighted average number of shares of common stock outstanding during the period - basic and diluted | 9,992,238,468 | 548,377 |
Continuing operations | $ (0.03) | $ (933.21) |
Discontinued operations | 0 | 19.84 |
Total basic and diluted | $ (0.03) | $ (913.37) |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 993,106,595,560 | 105,347,432 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 511,333,351,090 | 54,280,658 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 452,995,411,111 | 48,188,965 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 28,777,833,333 | 2,877,783 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 26 | 26 |
Loss per Share (Details Narrati
Loss per Share (Details Narrative) - shares | 12 Months Ended | ||
Mar. 15, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities potential | 993,106,595,560 | 105,347,432 | |
Subsequent Event [Member] | Common Stock And Common Stock Equivalents [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities potential | 1,000,000,000,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 13,046,646 | $ 12,961,817 |
Allowance for contractual obligations | (8,529,904) | (8,737,502) |
Allowance for doubtful accounts | (1,405,773) | (1,456,791) |
Accounts receivable owed under settlements/sales agreements | (688,236) | |
Accounts receivable, net | $ 3,110,969 | $ 2,079,288 |
Accounts Receivable and Incom_3
Accounts Receivable and Income Tax Refunds Receivable (Details Narrative) - USD ($) | 12 Months Ended | |||
Sep. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Accounts receivable | $ 1,700,000 | |||
Gain from legal settlements | $ (129,153) | $ 3,252,144 | ||
Federal Net Operating Losses [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Income tax refunds | 800,000 | 1,100,000 | ||
Three Funding Parties [Member] | Sales Agreements [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amount need to be paid | $ 900,000 | |||
Monthly payments | $ 52,941 | |||
Gain from legal settlements | $ 600,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,035,318 | $ 8,972,549 |
Less accumulated depreciation | (2,841,019) | (4,342,459) |
Property and equipment, net | 4,194,299 | 4,630,090 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,181,434 | 4,181,434 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 550,700 | 550,700 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,637,585 | 2,708,024 |
Equipment Under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 189,711 | 742,745 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 38,798 | 138,893 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,160 | 2,160 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 32,115 | 152,124 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 402,815 | $ 496,469 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expenses | $ 500,000 | $ 600,000 | |
Asset impairment charge | 2,300,826 | ||
Jamestown Regional Medical Center [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment charge | $ 2,300,000 | ||
Jellico Community Hospital [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long lived assets | $ 300,000 | ||
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation term | 39 years | ||
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation term | 3 years | ||
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation term | 7 years |
Intangible Asset (Details Narra
Intangible Asset (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset | $ 259,443 | $ 259,443 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related liabilities | $ 8,533,710 | $ 7,528,464 |
HHS Provider Relief Funds | 552,099 | 863,452 |
Accrued interest | 5,736,096 | 5,027,459 |
Accrued legal expenses and settlements | 534,550 | 632,318 |
Medicare overpayment reserve | 2,101,837 | |
Other accrued expenses | 2,105,516 | 1,448,242 |
Accrued expenses | $ 19,563,808 | $ 15,499,935 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Employee related liabilities current and non current | $ 3,000,000 | $ 2,300,000 |
Accrued payroll taxes current and non current | 4,000,000 | 3,900,000 |
Employee retention credits | 1,500,000 | 1,500,000 |
Accrued interest | 5,736,096 | 5,027,459 |
Liability | 49,667,350 | 46,936,120 |
Revision of Prior Period, Adjustment [Member] | ||
Line of Credit Facility [Line Items] | ||
Retroactive adjustment | 1,600,000 | |
Liability | 1,600,000 | |
Recoupments liability net | 500,000 | |
Mr. Christopher Diamantis [Member] | ||
Line of Credit Facility [Line Items] | ||
Accrued interest | 0 | 300,000 |
HHS Provider Relief Funds [Member] | ||
Line of Credit Facility [Line Items] | ||
Accrued interest | $ 600,000 | $ 900,000 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Notes payable- third parties | $ 2,917,390 | $ 4,667,819 |
Loan payable – related party | 2,995,000 | 2,127,000 |
Debentures | 8,622,240 | 8,222,240 |
Total debt | 14,534,630 | 15,017,059 |
Less current portion of debt | (14,534,630) | (15,017,059) |
Total debt, net of current portion |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Original principal amount | $ 2,995,000 | $ 2,127,000 | |
Repayments of notes payable | 1,415,610 | $ 723,009 | |
Notes Payable Third Parties One [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | 3,000,000 | ||
Repayments of notes payable | $ 500,000 | ||
Notes Payable Third Parties Two [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | 500,000 | ||
Notes Payable Third Parties Three [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | 1,900,000 | ||
Debt discount | 300,000 | ||
Debt fee amount | 100,000 | ||
Notes Payable Third Parties Five [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | $ 245,000 | ||
Debt instruments interest rate | 10% | ||
Number of shares issued, shares | 100 | ||
Notes Payable Third Parties Six [Member] | |||
Short-Term Debt [Line Items] | |||
Original principal amount | $ 2,400,000 | ||
Debt instruments interest rate | 18% | ||
Debt instrument periodic payment | $ 200,000 | ||
Debt instrument maturity date | Aug. 30, 2022 |
Schedule of Notes Payable Third
Schedule of Notes Payable Third Parties (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Note payable | $ 2,917,390 | $ 4,667,819 |
Less current portion | (2,917,390) | (4,667,819) |
Notes payable - third parties, net of current portion | ||
Notes Payable Third Parties One [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | 250,000 | |
Notes Payable Third Parties Two [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | 291,557 | 291,557 |
Notes Payable Third Parties Three [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | 1,137,380 | 1,450,000 |
Notes Payable Third Parties Four [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | 400,800 | |
Notes Payable Third Parties Five [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | 122,500 | |
Notes Payable Third Parties Six [Member] | ||
Short-Term Debt [Line Items] | ||
Note payable | $ 1,488,453 | $ 2,152,962 |
Schedule of Notes Payable Relat
Schedule of Notes Payable Related Parties (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Loan payable to Christopher Diamantis | $ 2,995,000 | $ 2,127,000 |
Less current portion of loan payable, related party | (2,995,000) | (2,127,000) |
Total loan payable, related party, net of current portion |
Schedule of Debentures (Details
Schedule of Debentures (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Debentures, Gross | $ 14,534,630 | $ 15,017,059 |
Less current portion | (14,534,630) | (15,017,059) |
Debentures, net of current portion | ||
Institutional Investors [Member] | ||
Short-Term Debt [Line Items] | ||
Debentures, Gross | 8,622,240 | 8,222,240 |
Less current portion | (8,622,240) | (8,222,240) |
Debentures, net of current portion | ||
Institutional Investors [Member] | March 2017 Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Debentures, Gross | 2,580,240 | 2,580,240 |
Institutional Investors [Member] | 2018 Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Debentures, Gross | 5,642,000 | 5,642,000 |
Institutional Investors [Member] | October 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Debentures, Gross | $ 400,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 27, 2023 | Dec. 15, 2022 | Oct. 12, 2022 | Jul. 18, 2022 | Jan. 18, 2022 | Sep. 14, 2021 | Aug. 10, 2021 | Sep. 27, 2019 | Nov. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 07, 2021 | May 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 03, 2016 | |
Short-Term Debt [Line Items] | |||||||||||||||||||
Repayments of debt | $ 150,000 | ||||||||||||||||||
Proceeds from issuance of debt | 500,000 | ||||||||||||||||||
Repayments of loan | 182,000 | 860,000 | |||||||||||||||||
Notes Payable, Related Parties | 2,995,000 | 2,127,000 | |||||||||||||||||
Loans payable | 2,995,000 | 2,127,000 | |||||||||||||||||
Late payment penalties | 14,534,630 | 15,017,059 | |||||||||||||||||
Issuance of debentures | |||||||||||||||||||
Deemed dividends | 330,500,000 | 490,200,000 | |||||||||||||||||
Anthony O Killough [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Repayments of debt | $ 300,000 | 1,100,000 | |||||||||||||||||
Principal balance | $ 1,900,000 | ||||||||||||||||||
Accrued interest | 1,100,000 | ||||||||||||||||||
Proceeds from issuance of debt | 1,500,000 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | 300,000 | ||||||||||||||||||
Debt Issuance Costs, Net | 100,000 | ||||||||||||||||||
Repayments of loan | 350,000 | ||||||||||||||||||
Notes Payable, Related Parties | 300,000 | ||||||||||||||||||
Anthony O Killough [Member] | First Principal Payment [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,000,000 | ||||||||||||||||||
Anthony O Killough [Member] | Remaining Principal Payment [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 900,000 | ||||||||||||||||||
Mr. Christopher Diamantis [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Repayments of debt | $ 750,000 | $ 3,000,000 | |||||||||||||||||
Accrued interest | 0 | 300,000 | |||||||||||||||||
Proceeds from issuance of debt | $ 580,000 | ||||||||||||||||||
[custom:NonpaymentOfPromissoryNote-0] | $ 2,200,000 | ||||||||||||||||||
Repayments of loan | $ 1,000,000 | 900,000 | $ 450,000 | ||||||||||||||||
Notes Payable, Related Parties | $ 750,000 | ||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||
Loans payable | $ 1,100,000 | 900,000 | |||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 100,000 | 100,000 | |||||||||||||||||
[custom:PaymentOfAccruedInterest] | 400,000 | 0 | |||||||||||||||||
Mr Diamantis and Mr O' Killough [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
[custom:NonpaymentOfPromissoryNote-0] | $ 2,200,000 | ||||||||||||||||||
Tegal Notes [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Repayments of debt | 50,055 | ||||||||||||||||||
Principal balance | $ 341,612 | ||||||||||||||||||
Accrued interest | $ 43,000 | ||||||||||||||||||
PPP Notes [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal balance | 2,300,000 | ||||||||||||||||||
Proceeds from issuance of debt | 2,400,000 | ||||||||||||||||||
Debt forgiveness | $ 300,000 | 2,000,000 | |||||||||||||||||
March 2017 Debentures [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Interest rate | 18% | ||||||||||||||||||
Late payment penalty percentage | 30% | ||||||||||||||||||
Late payment fee amount | $ 600,000 | ||||||||||||||||||
Interest expense on debentures | $ 500,000 | 500,000 | |||||||||||||||||
Debt conversion per share | $ 0.00009 | ||||||||||||||||||
Debt conversion converted instrument shares issued | 28,700,000,000 | ||||||||||||||||||
March 2017 Debentures [Member] | March Debentures Holders [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Late payment penalties | $ 2,600,000 | 2,600,000 | |||||||||||||||||
2018 Debentures [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal balance | $ 14,500,000 | ||||||||||||||||||
Interest rate | 18% | ||||||||||||||||||
Late payment penalty percentage | 30% | ||||||||||||||||||
Late payment fee amount | $ 1,300,000 | ||||||||||||||||||
Interest expense on debentures | $ 1,000,000 | 1,000,000 | |||||||||||||||||
Debt conversion per share | $ 0.052 | ||||||||||||||||||
Debt conversion converted instrument shares issued | 108,500,000 | ||||||||||||||||||
Debt conversion converted instrument amount | $ 5,600,000 | ||||||||||||||||||
2019 Debentures [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal balance | $ 4,500,000 | ||||||||||||||||||
Accrued interest | $ 1,500,000 | ||||||||||||||||||
Late payment penalties | $ 4,500,000 | ||||||||||||||||||
October 2022 [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Accrued interest | 5,100,000 | 3,600,000 | |||||||||||||||||
Proceeds from issuance of debt | $ 500,000 | ||||||||||||||||||
Interest expense on debentures | 1,500,000 | 2,200,000 | |||||||||||||||||
Issuance of debentures | 550,000 | ||||||||||||||||||
Amortization of original issue discount | $ 50,000 | 50,000 | |||||||||||||||||
Non cash interest expense | 50,000 | ||||||||||||||||||
Payments for rent | $ 150,000 | ||||||||||||||||||
October 2022 [Member] | Monthly Payment One [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments for rent | 100,000 | ||||||||||||||||||
October 2022 [Member] | Monthly Payment Two [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments for rent | 100,000 | ||||||||||||||||||
October 2022 [Member] | Monthly Payment Three [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments for rent | 100,000 | ||||||||||||||||||
October 2022 [Member] | Monthly Payment Four [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments for rent | $ 100,000 | ||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Repayments of debt to be paid | $ 500,000 | ||||||||||||||||||
Repayments of debt | $ 250,000 | 250,000 | |||||||||||||||||
Gain from legal settlement | $ 2,200,000 | ||||||||||||||||||
Repayments of loan | $ 900,000 | ||||||||||||||||||
Settlement Agreement [Member] | Western Health Care [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Repayments of debt | $ 200,000 | ||||||||||||||||||
Principal balance | $ 2,400,000 | ||||||||||||||||||
Interest rate | 18% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jul. 02, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Repayment of related party | $ 182,000 | $ 860,000 | |||
Alcimede LLC and Alcimede Limited [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party bill | 400,000 | 400,000 | |||
InnovaQor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working capital | $ 1,500,000 | 400,000 | |||
Outstanding receivable | $ 803,416 | ||||
Repayment of related party | $ 883,757 | ||||
Capital reserve interest percentage | 10% | ||||
Debt instrument pecentage | 18% | ||||
Original issue discount as interest income | $ 200,000 | ||||
Rent and utilities | $ 9,700 | ||||
InnovaQor [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working capital | $ 300,000 | ||||
InnovaQor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Capital reserve interest percentage | 10% | ||||
Due from related party | $ 883,757 | ||||
Debt instrument face amount | 1,457,253 | ||||
Inclusive original issue discounts on debt | $ 132,478 | ||||
Debt Instrument, Maturity Date | Jun. 30, 2023 | ||||
InnovaQor [Member] | New Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from related party | $ 441,018 | ||||
InnovaQor [Member] | New Capital Secured [Member] | |||||
Related Party Transaction [Line Items] | |||||
Capital reserve interest percentage | 25% | ||||
InnovaQor Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party bill | $ 200,000 | $ 200,000 | |||
Kristi Dymond [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loans receivable | $ 82,500 |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance And Operating Lease Obligations | |||
Operating leases, Right-of-use operating lease obligations | $ 574,256 | $ 821,274 | |
Finance leases, Property and equipment, net | 220,461 | ||
Total lease assets | 574,256 | 1,041,735 | |
Operating leases Right-of-use operating lease obligations | 215,063 | 247,017 | |
Finance leases Current liabilities | 220,461 | 220,461 | |
Operating leases Right-of-use operating lease obligations | 359,193 | 574,257 | |
Total lease liabilities | $ 794,717 | $ 1,041,735 | |
Weighted-average remaining term: Operating leases | 2 years 7 months 2 days | 3 years 6 months 25 days | |
Weighted-average remaining term: Finance leases | [1] | 0 years | 0 years |
Weighted-average discount rate: Operating leases | 13% | 13% | |
Weighted-average discount rate: Finance leases | 4.90% | 4.90% | |
[1]As of December 31, 2022 and 2021, the Company was in default under its finance lease obligation, therefore, the aggregate future minimum lease payments and accrued interest under this finance lease in the amount of $ 0.2 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Finance And Operating Lease Obligations | |||
Depreciation/amortization of leased assets | |||
Interest on lease liabilities | |||
Short-term lease expense | [1] | 323,506 | 198,187 |
Total lease expense | $ 323,506 | $ 198,187 | |
[1]Expenses are included in general and administrative expenses in the consolidated statements of operations. |
Schedule of Lease Supplemental
Schedule of Lease Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finance And Operating Lease Obligations | ||
Operating cash flows for operating leases | $ 277,278 | |
Operating cash flows for finance leases | ||
Financing cash flows for finance lease payments | $ 29,524 |
Schedule of Lease Expense (De_2
Schedule of Lease Expense (Details) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finance And Operating Lease Obligations | ||
Finance lease, accrued interest | $ 0.2 | $ 0.2 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rentals Under Right-of-use Operating and Finance Leases (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid, Rolling Maturity [Abstract] | ||
2023 | $ 275,176 | |
2024 | 219,463 | |
2025 | 186,496 | |
2027 | ||
Thereafter | ||
Total | 681,135 | |
Less interest | (106,879) | |
Present value of minimum lease payments | 574,256 | |
Less current portion of lease obligations | (215,063) | $ (247,017) |
Lease obligations, net of current portion | 359,193 | 574,257 |
Finance Lease, Liability, to be Paid [Abstract] | ||
2023 | 224,252 | |
2024 | ||
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Total | 224,252 | |
Less interest | (3,791) | |
Present value of minimum lease payments | 220,461 | |
Less current portion of lease obligations | (220,461) | $ (220,461) |
Lease obligations, net of current portion |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | $ 9,471,408 | $ 9,471,408 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | 9,471,408 | 9,471,408 |
InnovaQor Series B Preferred Stock [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | 9,016,072 | 9,016,072 |
InnovaQor Series B Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | ||
InnovaQor Series B Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | ||
InnovaQor Series B Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | 9,016,072 | 9,016,072 |
Embedded Conversion Options [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | 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] | ||
Fair value of assets and liabilities | ||
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | ||
Embedded Conversion Options [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of assets and liabilities | $ 455,336 | $ 455,336 |
Fair Value, Derivative Financ_3
Fair Value, Derivative Financial Instruments and Deemed Dividends (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | |
Market price, percentage | 85% | |
Change in value of embedded conversion option | $ 0 | $ 0 |
Warrants measurement term | 5 years | |
Deemed dividends | $ 330,500,000 | 490,200,000 |
Series P Preferred Stock [Member] | ||
Deemed dividends | $ 300,000 | 2,400,000 |
Series O Preferred Stock [Member] | ||
Deemed dividends | 2,000,000 | |
Warrant [Member] | ||
Deemed dividends | $ 300,000 | |
Acquired common stock shares | shares | 4,750 | |
Extension of Warrants [Member] | ||
Deemed dividends | $ 300,000 | |
Fair value of warrants | 300,000 | |
Extension of Warrants [Member] | November 2021 Exchange Agreements [Member] | ||
Deemed dividends | $ 11,200,000 | |
Minimum [Member] | Warrant [Member] | ||
Warrants measurement term | 3 days | |
Maximum [Member] | Warrant [Member] | ||
Warrants measurement term | 2 years 5 months 12 days | |
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | ||
Warrants measurement input | 0.41 | |
Measurement Input, Risk Free Interest Rate [Member] | Extension of Warrants [Member] | ||
Warrants measurement input | 0.05 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Warrants measurement input | 0 | 0.04 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | November 2021 Exchange Agreements [Member] | ||
Warrants measurement input | 0.05 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Warrants measurement input | 2.73 | 0.85 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | November 2021 Exchange Agreements [Member] | ||
Warrants measurement input | 0.525 | |
Measurement Input, Option Volatility [Member] | Minimum [Member] | ||
Warrants measurement input | 1.94 | 25 |
Measurement Input, Option Volatility [Member] | Maximum [Member] | ||
Warrants measurement input | 1,564 | 574 |
Measurement Input, Expected Term [Member] | November 2021 Exchange Agreements [Member] | ||
Warrants measurement term | 2 years | |
Measurement Input, Expected Term [Member] | Warrant [Member] | ||
Warrants measurement term | 3 years | |
Measurement Input, Expected Term [Member] | Extension of Warrants [Member] | ||
Warrants measurement term | 6 months | |
Measurement Input, Expected Term [Member] | Minimum [Member] | Warrant [Member] | ||
Warrants measurement term | 1 day | |
Measurement Input, Expected Term [Member] | Maximum [Member] | Warrant [Member] | ||
Warrants measurement term | 3 years | |
Measurement Input, Price Volatility [Member] | Warrant [Member] | ||
Warrants measurement input | 364 | |
Measurement Input, Price Volatility [Member] | Extension of Warrants [Member] | ||
Warrants measurement input | 230 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | November 2021 Exchange Agreements [Member] | ||
Warrants measurement input | 317.5 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | November 2021 Exchange Agreements [Member] | ||
Warrants measurement input | 3.232 | |
InnovaQor Series B One Preferred Stock [Member] | ||
Derivative asset | $ 9,000,000 | $ 9,000,000 |
Embedded Conversion Options [Member] | ||
Derivative Liability | $ 455,336 | $ 455,336 |
Schedule of Stockholders_ Defic
Schedule of Stockholders’ Deficit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ (27,301,524) | $ (49,017,752) |
Balance | (29,094,588) | (27,301,524) |
Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 20,451 | $ 20,514 |
Balance, shares | 2,045,201 | 2,051,444 |
Conversion of Series F Preferred Stock into common stock | $ (17,500) | |
Conversion of Series F Preferred Stock for common stock, shares | (1,750,000) | |
Issuance of Series P Preferred Stock | $ 17 | $ 85 |
Issuance of Series P Preferred stock, Shares | 1,650 | 8,545 |
Conversion of Series M Preferred Stock into common stock | $ (6) | |
Conversions of Series M Preferred Stock into common stock, Shares | (620) | |
Exchange of Series M Preferred Stock for common stock | $ (6) | |
Exchange of Series M Preferred Stock for common stock, Shares | (570) | |
Conversions of Series N Preferred Stock into common stock | $ (30) | $ (235) |
Conversions of Series N Preferred Stock into common stock, Shares | (3,036) | (23,498) |
Issuances of Series O Preferred Stock | $ (12) | $ 99 |
Issuances of Series O Preferred Stock, Shares | (1,215) | 9,900 |
Balance | $ 2,926 | $ 20,451 |
Balance, shares | 292,600 | 2,045,201 |
Preferred Stock [Member] | Preferred Stock Series H [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | ||
Balance, shares | 10 | 10 |
Conversion of Series F Preferred Stock into common stock | ||
Issuance of Series P Preferred Stock | ||
Conversion of Series M Preferred Stock into common stock | ||
Conversions of Series M Preferred Stock into common stock, Shares | ||
Exchange of Series M Preferred Stock for common stock | ||
Exchange of Series M Preferred Stock for common stock, Shares | ||
Conversions of Series N Preferred Stock into common stock | ||
Issuances of Series O Preferred Stock | ||
Balance | ||
Balance, shares | 10 | 10 |
Preferred Stock [Member] | Preferred Stock Series F [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 17,500 | $ 17,500 |
Balance, shares | 1,750,000 | 1,750,000 |
Conversion of Series F Preferred Stock into common stock | $ (17,500) | |
Conversion of Series F Preferred Stock for common stock, shares | (1,750,000) | |
Issuance of Series P Preferred Stock | ||
Conversion of Series M Preferred Stock into common stock | ||
Exchange of Series M Preferred Stock for common stock | ||
Conversions of Series N Preferred Stock into common stock | ||
Issuances of Series O Preferred Stock | ||
Balance | $ 17,500 | |
Balance, shares | 1,750,000 | |
Preferred Stock [Member] | Preferred Stock Series L [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 2,500 | $ 2,500 |
Balance, shares | 250,000 | 250,000 |
Conversion of Series F Preferred Stock into common stock | ||
Issuance of Series P Preferred Stock | ||
Conversion of Series M Preferred Stock into common stock | ||
Exchange of Series M Preferred Stock for common stock | ||
Conversions of Series N Preferred Stock into common stock | ||
Issuances of Series O Preferred Stock | ||
Balance | $ 2,500 | $ 2,500 |
Balance, shares | 250,000 | 250,000 |
Preferred Stock [Member] | Preferred Stock Series M [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 208 | $ 220 |
Balance, shares | 20,810 | 22,000 |
Conversion of Series F Preferred Stock into common stock | ||
Issuance of Series P Preferred Stock | ||
Conversion of Series M Preferred Stock into common stock | $ (6) | |
Conversions of Series M Preferred Stock into common stock, Shares | (620) | |
Exchange of Series M Preferred Stock for common stock | $ (6) | |
Exchange of Series M Preferred Stock for common stock, Shares | (570) | |
Conversions of Series N Preferred Stock into common stock | ||
Issuances of Series O Preferred Stock | ||
Balance | $ 208 | $ 208 |
Balance, shares | 20,810 | 20,810 |
Preferred Stock [Member] | Preferred Stock Series N [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 59 | $ 294 |
Balance, shares | 5,936 | 29,434 |
Conversion of Series F Preferred Stock into common stock | ||
Issuance of Series P Preferred Stock | ||
Conversion of Series M Preferred Stock into common stock | ||
Exchange of Series M Preferred Stock for common stock | ||
Conversions of Series N Preferred Stock into common stock | $ (30) | $ (235) |
Conversions of Series N Preferred Stock into common stock, Shares | (3,036) | (23,498) |
Issuances of Series O Preferred Stock | ||
Balance | $ 29 | $ 59 |
Balance, shares | 2,900 | 5,936 |
Preferred Stock [Member] | Preferred Stock Series O [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 99 | |
Balance, shares | 9,900 | |
Conversion of Series F Preferred Stock into common stock | ||
Issuance of Series P Preferred Stock | ||
Conversion of Series M Preferred Stock into common stock | ||
Exchange of Series M Preferred Stock for common stock | ||
Conversions of Series N Preferred Stock into common stock | ||
Issuances of Series O Preferred Stock | $ (12) | $ 99 |
Issuances of Series O Preferred Stock, Shares | (1,215) | 9,900 |
Balance | $ 87 | $ 99 |
Balance, shares | 8,685 | 9,900 |
Preferred Stock [Member] | Preferred Stock Series P [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 85 | |
Balance, shares | 8,545 | |
Conversion of Series F Preferred Stock into common stock | ||
Issuance of Series P Preferred Stock | $ 17 | $ 85 |
Issuance of Series P Preferred stock, Shares | 1,650 | 8,545 |
Conversion of Series M Preferred Stock into common stock | ||
Exchange of Series M Preferred Stock for common stock | ||
Conversions of Series N Preferred Stock into common stock | ||
Issuances of Series O Preferred Stock | ||
Balance | $ 102 | $ 85 |
Balance, shares | 10,195 | 8,545 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Options Outstanding, Beginning balance | 26 | 26 | |
Weighted-average exercise price, Outstanding Beginning balance | $ 2,992,125 | $ 2,992,125 | |
Weighted-average contractual term, Ending | 3 years 4 months 13 days | 4 years 3 months 29 days | 5 years 3 months 29 days |
Number of Options Outstanding, Granted | |||
Number of Options Outstanding, Expired | |||
Number of Options Outstanding, Ending balance | 26 | 26 | 26 |
Weighted-average exercise price, Outstanding, Ending balance | $ 2,992,125 | $ 2,992,125 | $ 2,992,125 |
Number of Options Exercisable, Ending balance | 26 | ||
Weighted-average exercise price, Exercisable, Ending balance | $ 2,992,125 |
Schedule of Stock Option Outsta
Schedule of Stock Option Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, Number outstanding | shares | 26 |
Options outstanding, Weighted average remaining contractual life (years) | 3 years 4 months 13 days |
Options outstanding, Weighted average exercise | $ 2,992,125 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 26 |
Options vested and exercisable Weighted average exercise price | $ 2,992,125 |
Options vested and exercisable Aggregate intrinsic value | $ | |
Exercise Price Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, Exercise price | $ 10,000,000 |
Options outstanding, Number outstanding | shares | 5 |
Options outstanding, Weighted average remaining contractual life (years) | 3 years 3 months |
Options outstanding, Weighted average exercise | $ 10,000,000 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 5 |
Options vested and exercisable Weighted average exercise price | $ 10,000,000 |
Options vested and exercisable Aggregate intrinsic value | $ | |
Exercise Price Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, Exercise price | $ 5,000,000 |
Options outstanding, Number outstanding | shares | 5 |
Options outstanding, Weighted average remaining contractual life (years) | 3 years 3 months |
Options outstanding, Weighted average exercise | $ 5,000,000 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 5 |
Options vested and exercisable Weighted average exercise price | $ 5,000,000 |
Options vested and exercisable Aggregate intrinsic value | $ | |
Exercise Price Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, Exercise price | $ 269,580 |
Options outstanding, Number outstanding | shares | 8 |
Options outstanding, Weighted average remaining contractual life (years) | 3 years 3 months 29 days |
Options outstanding, Weighted average exercise | $ 269,580 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 8 |
Options vested and exercisable Weighted average exercise price | $ 269,580 |
Options vested and exercisable Aggregate intrinsic value | $ | |
Exercise Price Range Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, Exercise price | $ 80,906 |
Options outstanding, Number outstanding | shares | 8 |
Options outstanding, Weighted average remaining contractual life (years) | 3 years 6 months 14 days |
Options outstanding, Weighted average exercise | $ 80,906 |
Options outstanding, Aggregate intrinsic value | $ | |
Options vested and exercisable, Number vested | shares | 8 |
Options vested and exercisable Weighted average exercise price | $ 80,906 |
Options vested and exercisable Aggregate intrinsic value | $ |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Shares of Common Stock Issuable for Warrants, Beginning Balance | 54,280,658 | 467 |
Weighted average exercise price, Beginning Balance | $ 1.43 | $ 195,607 |
Number of Shares of Common Stock Issuable for Warrants, issuance of warrants | 4,750 | |
Weighted average exercise price issuance of warrants | $ 70 | |
Increase in number of shares of common stock issuable under warrants during the period as a result of down round provisions | 511,312,671,643 | 54,798,363 |
Number of Shares of Common Stock Issuable for Warrants,expiration of warrants | (33,601,211) | (522,922) |
Weighted average exercise price expiration of warrants | $ (0.9141) | $ (27.11) |
Number of Shares of Common Stock Issuable for Warrants, Ending Balance | 511,333,351,090 | 54,280,658 |
Weighted average exercise price, Ending Balance | $ 0.00009 | $ 1.43 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2022 | Apr. 02, 2022 | Mar. 11, 2022 | Nov. 07, 2021 | Aug. 27, 2021 | Jun. 30, 2020 | Sep. 27, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 27, 2022 | Mar. 15, 2022 | Mar. 14, 2022 | Nov. 05, 2021 | Nov. 04, 2021 | Oct. 28, 2021 | Sep. 07, 2021 | Aug. 10, 2021 | Jul. 12, 2021 | May 18, 2021 | May 10, 2021 | Aug. 31, 2020 | |
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock shares authorized | 250,000,000,000 | 250,000,000,000 | 250,000,000,000 | 250,000,000,000 | 50,000,000,000 | 50,000,000,000 | 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, stated value | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Number of common stock issued, value | $ 1,500,000 | |||||||||||||||||||||
Conversion price discount percentage | 90% | |||||||||||||||||||||
Gain loss on extinguishment of debt | $ 334,819 | $ 1,985,121 | ||||||||||||||||||||
Preferred stock voting percentage | 51% | |||||||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||||||
Number of preferred shares converted | 45 | |||||||||||||||||||||
Preferred Stock and received proceeds | $ 9,000,000 | |||||||||||||||||||||
Long-Term Debt | $ 14,534,630 | $ 14,534,630 | $ 15,017,059 | |||||||||||||||||||
Common stock shares outstanding | 29,084,322,257 | 29,084,322,257 | 4,244,700 | |||||||||||||||||||
Weighted average period | 3 years 4 months 13 days | 4 years 3 months 29 days | 5 years 3 months 29 days | |||||||||||||||||||
Warrant maturity date | Mar. 21, 2024 | |||||||||||||||||||||
March 2017 [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Exercise price per share | $ 0.00009 | $ 0.00009 | ||||||||||||||||||||
Number of warrants exercisable | 190,000,000,000 | |||||||||||||||||||||
2007 Equity Plan [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Weighted average period | 3 years 4 months 13 days | |||||||||||||||||||||
Intrinsic value of options exercisable | $ 0 | $ 0 | $ 0 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock issued, value | ||||||||||||||||||||||
Conversion of convertible securities, common shares | 15,994,077,566 | 4,235,151 | ||||||||||||||||||||
Number of common shares converted | 13,100,000,000 | |||||||||||||||||||||
Number of preferred shares converted | 32,200,000,000 | |||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of warrants to purchase | 511,300,000,000 | |||||||||||||||||||||
Number of warrants issued as anti-dilution provision | 511,300,000,000 | |||||||||||||||||||||
March Warrants [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of warrants issued as anti-dilution provision | 507,600,000,000 | |||||||||||||||||||||
Series B Warrant [Member] | March 2017 [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of warrants exercisable | 127,600,000,000 | |||||||||||||||||||||
Series C Warrant [Member] | March 2017 [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||||||
Number of warrants exercisable | 190,000,000,000 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Deemed dividends | $ 300,000 | |||||||||||||||||||||
Number of warrants issued as anti-dilution provision | 511,312,671,643 | 54,798,363 | ||||||||||||||||||||
Mr. Diamantis [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of convertible securities, common shares | 45 | |||||||||||||||||||||
Holders [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of preferred shares converted | 13,100,000,000 | |||||||||||||||||||||
Preferred Stock stated value | $ 29,100,000,000 | |||||||||||||||||||||
Institutional Investors [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Long-Term Debt | $ 8,622,240 | $ 8,622,240 | $ 8,222,240 | |||||||||||||||||||
Series H Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares outstanding | 10 | 10 | ||||||||||||||||||||
Series L Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares outstanding | 250,000 | 250,000 | ||||||||||||||||||||
Series M Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorized | 30,000 | 30,000 | 30,000 | |||||||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Preferred stock, shares outstanding | 20,810.35 | 20,810.35 | 20,810 | |||||||||||||||||||
Preferred stock shares issued | 20,810 | 20,810 | 20,810 | |||||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||
Conversion price discount percentage | 90% | |||||||||||||||||||||
Dividend rate | 10% | |||||||||||||||||||||
Number of common shares converted | 570 | |||||||||||||||||||||
Number of preferred shares converted | 208,100,000,000 | 9,500 | ||||||||||||||||||||
Number of preferred shares converted | 619.65 | |||||||||||||||||||||
Series M Preferred Stock [Member] | Warrant [Member] | Exchange Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of warrants issued | 4,750 | |||||||||||||||||||||
Series M Preferred Stock [Member] | Mr. Diamantis [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, stated value | $ 0.01 | |||||||||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||||||||||
Gain loss on extinguishment of debt | $ 18,800,000 | |||||||||||||||||||||
Stock repurchased during period, shares | 22,000 | |||||||||||||||||||||
Conversion of convertible securities, common shares | 610.65 | |||||||||||||||||||||
Conversion of convertible securities, par value | $ 600,000 | |||||||||||||||||||||
Number of common shares converted | 20,810.35 | |||||||||||||||||||||
Series M Preferred Stock [Member] | Mr. Diamantis [Member] | Exchange Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of stock exchange | 570 | |||||||||||||||||||||
Stock exchanged value | $ 600,000 | |||||||||||||||||||||
Stock issued during period, shares, new issues | 9,500 | |||||||||||||||||||||
Number of warrants exercisable into common stock | 3,700,000,000 | 4,750 | 3,700,000,000 | |||||||||||||||||||
Exercise price per share | $ 0.00009 | $ 70 | $ 0.00009 | |||||||||||||||||||
Deemed dividends | $ 300,000 | |||||||||||||||||||||
Warrant term | 3 years | 3 years | ||||||||||||||||||||
Series N Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorized | 50,000 | 50,000 | 50,000 | |||||||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Preferred stock, shares outstanding | 2,900.31 | 2,900.31 | 5,936 | |||||||||||||||||||
Preferred stock shares issued | 2,900 | 2,900 | 5,936 | |||||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||
Conversion price discount percentage | 90% | |||||||||||||||||||||
Dividend rate | 10% | |||||||||||||||||||||
Number of common shares converted | 2,900.31 | 3,035.57 | 4,200,000 | |||||||||||||||||||
Number of preferred shares converted | 23,498.521 | |||||||||||||||||||||
Series N Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||||||||
Preferred stock, stated value | $ 1,000 | $ 1,000 | ||||||||||||||||||||
Series N Preferred Stock [Member] | Holders [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, new issues | 16,000,000,000 | 4,200,000 | ||||||||||||||||||||
Number of preferred shares converted | 3,035.57 | 23,498.5 | ||||||||||||||||||||
Preferred Stock stated value | $ 27,500,000 | $ 3,000,000 | $ 23,500,000 | |||||||||||||||||||
Series O Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorized | 10,000 | 10,000 | 10,000 | |||||||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Preferred stock, shares outstanding | 8,685.09 | 8,685.09 | 9,900 | |||||||||||||||||||
Preferred stock shares issued | 8,685 | 8,685 | 9,900 | 550 | 1,100 | 1,100 | 1,100 | 1,100 | ||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||
Conversion price discount percentage | 10% | |||||||||||||||||||||
Dividend rate | 10% | |||||||||||||||||||||
Deemed dividends | $ 2,000,000 | |||||||||||||||||||||
Number of common shares converted | 1,214.91 | |||||||||||||||||||||
Preferred Stock and received proceeds | $ 9,000,000 | |||||||||||||||||||||
Series O Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares issued | 4,400 | |||||||||||||||||||||
Series O Preferred Stock [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares issued | 4,400 | 4,400 | ||||||||||||||||||||
Series O Preferred Stock [Member] | Second Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares issued | 1,100 | |||||||||||||||||||||
Series O Preferred Stock [Member] | Holders [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common shares converted | 8,685.09 | |||||||||||||||||||||
Number of preferred shares converted | 96,500,000,000 | |||||||||||||||||||||
Number of preferred shares converted | 1,214.9 | |||||||||||||||||||||
Preferred Stock stated value | $ 1,200,000 | |||||||||||||||||||||
Series P Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorized | 30,000 | 30,000 | 30,000 | |||||||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Preferred stock, shares outstanding | 10,194.87 | 10,194.87 | 8,545 | |||||||||||||||||||
Preferred stock shares issued | 10,195 | 10,195 | 8,545 | |||||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||
Conversion price discount percentage | 90% | |||||||||||||||||||||
Dividend rate | 10% | |||||||||||||||||||||
Stock issued during period, shares, new issues | 550 | |||||||||||||||||||||
Deemed dividends | $ 300,000 | $ 2,400,000 | ||||||||||||||||||||
Number of common shares converted | 10,194.87 | |||||||||||||||||||||
Number of preferred shares converted | 113,300,000,000 | |||||||||||||||||||||
Preferred Stock and received proceeds | $ 500,000 | |||||||||||||||||||||
Series P Preferred Stock [Member] | Exchange Aggrement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, stated value | $ 1,000 | |||||||||||||||||||||
Warrants and Rights Outstanding | $ 1,100,000 | |||||||||||||||||||||
[custom:NonconvertibleDebentures-0] | 4,500,000 | |||||||||||||||||||||
Long-Term Debt | $ 1,500,000 | |||||||||||||||||||||
[custom:IndebtednessAndAccruedInterestShares] | 8,544.87 | |||||||||||||||||||||
Series P Preferred Stock [Member] | Institutional Investors [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, new issues | 1,100 | |||||||||||||||||||||
Preferred Stock and received proceeds | $ 1,000,000 | |||||||||||||||||||||
Conversion price discount percentage | 10% | |||||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorized | 1,750,000 | 1,750,000 | 1,750,000 | |||||||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 1,750,000 | 17,500 | ||||||||||||||||||
Number of common stock issued, value | $ 174,097 | |||||||||||||||||||||
Preferred stock shares issued | 0 | 0 | 1,750,000 | |||||||||||||||||||
Preferred stock par value | $ 1 | $ 1 | $ 1 | |||||||||||||||||||
Number of common shares converted | 1,750,000 | |||||||||||||||||||||
Number of common shares converted | 16,000,000,000 | |||||||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorized | 14,202 | 14,202 | 14,202 | |||||||||||||||||||
Preferred stock, stated value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Preferred stock, shares outstanding | 10 | 10 | 10 | |||||||||||||||||||
Preferred stock shares issued | 10 | 10 | 10 | |||||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||
Conversion price discount percentage | 85% | |||||||||||||||||||||
Series L Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorized | 250,000 | 250,000 | 250,000 | |||||||||||||||||||
Preferred stock, stated 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 | |||||||||||||||||||
Preferred stock par value | $ 1 | $ 1 | $ 1 | |||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,800,000,000 | 2,800,000,000 | ||||||||||||||||||||
Conversion price per share | $ 0.00009 | $ 0.00009 | ||||||||||||||||||||
Series L Preferred Stock [Member] | Alcimede LLC [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, stated value | $ 1 | $ 1 | ||||||||||||||||||||
Series I-1 and Series I-2 Preferred Stock [Member] | Exchange and Redemption Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares outstanding | 30,435.52 | |||||||||||||||||||||
Series O Preferred Stock Two [Member] | Closing One [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares issued | 2,200 | |||||||||||||||||||||
Series O Preferred Stock Two [Member] | Closing Two [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares issued | 2,200 |
Schedule of Income Tax (Expense
Schedule of Income Tax (Expense) Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ (301,766) | $ (14,860) |
State | (11,083) | (164,670) |
Total Current | (312,849) | (179,530) |
Federal | ||
State | ||
Total Deferred | ||
Provision for income taxes | $ (312,849) | $ (179,530) |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
Permanent and other items | (17.00%) | 0.60% |
Federal income taxes audit and other adjustments | 63.50% | |
Change in valuation allowance | (14.50%) | (81.60%) |
Effective income tax rate | (10.50%) | 3.50% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Amortization | $ 375,821 | $ 460,537 |
Net operating loss carryforward | 15,445,916 | 15,164,992 |
Allowance for doubtful accounts | 387,818 | 401,436 |
Charitable contributions | 644 | 644 |
Stock options | 1,003,453 | 1,003,453 |
Accrued liabilities | 1,826,839 | 1,711,890 |
HHS Provider Relief Funds | 67,685 | |
Employee retention credit | 292,282 | 292,282 |
HTS and AMSG basis difference | 878,709 | 878,709 |
Deferred state tax asset | 4,089,682 | 3,683,024 |
Total deferred income tax assets | 24,368,849 | 23,596,967 |
Depreciation | (583,812) | 691,456 |
Deferred tax asset, net | 23,785,037 | 22,905,511 |
Less: valuation allowance | (23,785,037) | (22,905,511) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets valuation allowance | $ 23,785,037 | $ 22,905,511 | |
Federal net operating loss carryforwards | $ 73,600,000 | ||
State net operating loss carryforwards expiration description | begin to expire in 2032. | ||
Income tax description | greater than 50 percent likelihood | ||
2015 Federal Tax Return [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Proceeds from Income Tax Refunds | 300,000 | ||
2015 Federal Income Tax Audit [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income Taxes Receivable | $ 800,000 | ||
Income tax liability | 700,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax liability | $ 600,000 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Proceeds from Income Tax Refunds | $ 1,100,000 | ||
Other Net Operating Losses [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Proceeds from Income Tax Refunds | $ 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jan. 27, 2023 | Jul. 18, 2022 | Jan. 18, 2022 | Nov. 04, 2021 | Sep. 15, 2021 | Sep. 14, 2021 | Aug. 15, 2021 | Sep. 27, 2019 | Jan. 07, 2018 | Nov. 30, 2021 | Jun. 30, 2021 | May 31, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | May 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | Dec. 07, 2016 | Sep. 27, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Payment for notes payable | $ 1,415,610 | $ 723,009 | ||||||||||||||||||||
Loss contingency, settlement agreement, terms | remaining $300,000 was due in six consecutive monthly installments of $50,000. Accordingly, the settlement amount was fully paid as of December 31, 2022 (see Note 8). | |||||||||||||||||||||
Gain on legal settlement | $ (129,153) | 3,252,144 | ||||||||||||||||||||
Notes Payable | 2,917,390 | 4,667,819 | ||||||||||||||||||||
Repayments of Debt | 150,000 | |||||||||||||||||||||
Proceeds from Issuance of Debt | 500,000 | |||||||||||||||||||||
Repayments of related party debt | 182,000 | 860,000 | ||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 3,201 | $ 32,922 | $ 109,739 | |||||||||||||||||||
Repayments of Debt | 250,000 | 250,000 | ||||||||||||||||||||
Repayments of related party debt | $ 900,000 | |||||||||||||||||||||
Settlement Agreement [Member] | Monthly Payment Through March 1, 2023 [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 253,000 | |||||||||||||||||||||
Repayments of related party debt | 52,941 | |||||||||||||||||||||
[custom:SecuredFromHospitalOperatingAndOtherBank] | $ 164,000 | |||||||||||||||||||||
Medytox Solutions, Inc [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Loss contingency, damages sought, value | 2,030,000 | |||||||||||||||||||||
Gain on legal settlement | 2,200,000 | |||||||||||||||||||||
TCA Global Master Fund LP [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Loss contingency, damages sought, value | $ 200,000 | 500,000 | ||||||||||||||||||||
EPIC Reference Laboratories, Inc. [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 155,000 | |||||||||||||||||||||
CHSPCS [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Settlement amount | $ 592,650 | |||||||||||||||||||||
Morrison Management Specialists, Inc [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Settlement amount | $ 194,455 | |||||||||||||||||||||
Newstat, PLLC [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Settlement amount | $ 190,600 | |||||||||||||||||||||
Settlement amount | 210,000 | |||||||||||||||||||||
Payments for rent | $ 52,500 | |||||||||||||||||||||
Liability amount | 210,000 | |||||||||||||||||||||
Holders of Tegal Notes [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Equipment lease outstanding balance | $ 341,612 | |||||||||||||||||||||
Accrued interest | $ 43,000 | |||||||||||||||||||||
Payment for notes payable | 50,055 | |||||||||||||||||||||
Mr. Christopher Diamantis [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Accrued interest | 0 | 300,000 | ||||||||||||||||||||
Payment in settlement of judgment | $ 2,200,000 | |||||||||||||||||||||
Notes Payable | $ 450,000 | |||||||||||||||||||||
Repayments of Debt | $ 750,000 | $ 3,000,000 | ||||||||||||||||||||
Proceeds from Issuance of Debt | $ 580,000 | |||||||||||||||||||||
Repayments of related party debt | 1,000,000 | $ 900,000 | $ 450,000 | |||||||||||||||||||
Mr. Christopher Diamantis [Member] | Promissory Note [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Due to related party | $ 2,000,000 | |||||||||||||||||||||
Anthony O Killough [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Accrued interest | 1,100,000 | |||||||||||||||||||||
Repayments of Debt | $ 300,000 | 1,100,000 | ||||||||||||||||||||
[custom:RepaymentOfCash] | $ 350,000 | |||||||||||||||||||||
Proceeds from Issuance of Debt | $ 1,500,000 | |||||||||||||||||||||
Repayments of related party debt | 350,000 | |||||||||||||||||||||
Florida Department of Revenue [Member] | ||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||
Income tax penalties and interest paid | $ 900,000 | |||||||||||||||||||||
Due to related party | $ 400,000 |
Schedule of Discontinued Operat
Schedule of Discontinued Operation of Balance Sheet and Operation Statement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts payable | $ 1,115,066 | $ 1,108,066 |
Accrued expenses | 341,046 | 341,410 |
Current liabilities of discontinued operations | 1,456,112 | 1,449,476 |
Revenue from services | 216,941 | |
Cost of services | 2,396 | |
Gross profit | 214,555 | |
Operating expenses | 8,991 | 682,659 |
Other (expense) income | (9,484) | 41,695 |
Gain from sale | 11,303,939 | |
Provision for income taxes | ||
(Loss) income from discontinued operations | $ (18,475) | $ 10,877,530 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||
Jun. 25, 2021 shares | Jun. 24, 2021 shares | Sep. 30, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | |
Debentures, Gross | $ 14,534,630 | $ 15,017,059 | ||||
Stock issued during period, value, new issues | 1,500,000 | |||||
Notes payable | $ 2,917,390 | 4,667,819 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Valuation Technique, Option Pricing Model [Member] | ||||||
Equity securities, FV-NI, measurement input | 0.84 | |||||
Measurement Input, Price Volatility [Member] | Valuation Technique, Option Pricing Model [Member] | ||||||
Equity securities, FV-NI, measurement input | 250 | |||||
Measurement Input, Expected Term [Member] | Valuation Technique, Option Pricing Model [Member] | ||||||
Long-term debt, term | 5 years | |||||
Measurement Input, Discount Rate [Member] | Valuation Technique, Option Pricing Model [Member] | ||||||
Equity securities, FV-NI, measurement input | 35 | |||||
HTS and AMSG [Member] | ||||||
Gain on sale of investments | $ 11,300,000 | |||||
Sale of stock, consideration received on transaction | $ 2,200,000 | |||||
Series B Non Voting Convertible Preferred Stock [Member] | ||||||
Number of shares converted | shares | 14,000 | 14,950 | 950 | |||
Series B Preferred Stock [Member] | ||||||
Number of shares converted | shares | 14,950 | |||||
Preferred stock, stated value | $ / shares | $ 1,000 | |||||
Long-term debt | 90% | |||||
Debt instrument, interest rate during period | 4.99% | |||||
Debentures, Gross | $ 9,100,000 | |||||
Series B Preferred Stock [Member] | Option Price Method [Member] | ||||||
Debentures, Gross | $ 9,100,000 | |||||
InnovaQor Series B Preferred Stock [Member] | ||||||
Stock issued during period, shares, new issues | shares | 100 | |||||
Stock issued during period, value, new issues | $ 60,714 | |||||
Notes payable | 9,000,000 | $ 9,000,000 | ||||
Discontinued Operations long term asset | $ 9,000,000 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 1,545,839 | $ 100,000 |
Cash paid for income taxes | 281,025 | |
Issuance of notes payable in settlement of accounts payable and accrued expenses | 2,352,961 | |
Series F Preferred Stock converted into common stock | 17,500 | |
Series M Preferred Stock converted/exchanged into common stock | 1,189,650 | |
Deemed dividends from issuance of common stock warrants under exchange agreement | 341,525 | |
Series N Preferred Stock converted into common stock | 3,035,570 | 23,498,521 |
Series O Preferred Stock converted into common stock | 1,214,910 | |
Issuance of Series P Preferred Stock in exchange for debentures, accrued interest and warrant promissory notes | 7,111,230 | |
Deemed dividends from exchanges of debt for Series P Preferred Stock | 2,382,985 | |
Deemed dividends from issuances of Series P Preferred Stock | 333,333 | |
Preferred stock of InnovaQor received from the sale of HTS and AMSG | 9,117,500 | |
Net liabilities of HTS and AMSG transferred to InnovaQor | 2,227,152 | |
Settlement of liability with InnovaQor preferred stock | 60,714 | |
Deemed dividends from down-round provisions of warrants and debentures | 330,543,036 | 490,216,635 |
Deemed dividends from extensions of common stock warrants | 11,535,862 | |
Non-cash interest income | 212,819 | |
Original issue discounts on debt | $ 50,000 | $ 100,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||||
Mar. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 27, 2023 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||
Conversion of stock, shares issued | 45 | |||||
Notes Payable | $ 2,917,390 | $ 2,917,390 | $ 4,667,819 | |||
Mr. Christopher Diamantis [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Notes Payable | $ 450,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Potentially dilutive common shares | 1,000,000,000 | |||||
Subsequent Event [Member] | Settlememt Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Notes Payable | $ 300,000 | |||||
Subsequent Event [Member] | Settlememt Agreement [Member] | Mr Diamantis and Mr O' Killough [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Notes Payable | 580,000 | |||||
Subsequent Event [Member] | Settlememt Agreement [Member] | Mr. Christopher Diamantis [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Notes Payable | 280,000 | |||||
Subsequent Event [Member] | Settlememt Agreement [Member] | Mr OKillough [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Notes Payable | $ 280,000 | |||||
Series N Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of stock, shares converted | 2,900.31 | 3,035.57 | 4,200,000 | |||
Series N Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of stock, shares issued | 850,000,000 | |||||
Conversion of stock, shares converted | 36 | |||||
Conversion of stock, amount converted | $ 36,000 | |||||
Series O Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of stock, shares converted | 1,214.91 | |||||
Series O Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of stock, shares issued | 40.5 | |||||
Conversion of stock, amount converted | $ 40,500 |