UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______.
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(IRS Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 Par Value
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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Indicate
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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As of August 8, 2023, the registrant had shares of its Common Stock, $0.0001 par value, outstanding.
RENNOVA HEALTH, INC. AND SUBSIDIARIES
FORM 10-Q
June 30, 2023
TABLE OF CONTENTS
| 2 |
RENNOVA HEALTH, INC.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Income tax refunds receivable | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible asset | ||||||||
| Investment | ||||||||
| Deposits | ||||||||
| Right-of-use assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable (includes related party amounts of $ | $ | $ | ||||||
| Accrued expenses | ||||||||
| Income taxes payable | ||||||||
| Current portion of notes payable | ||||||||
| Current portion of loan payable, related party | ||||||||
| Current portion of debentures | ||||||||
| Current portion of right-of-use operating lease obligations | ||||||||
| Current portion of finance lease obligation | ||||||||
| Derivative liability | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Right-of-use operating lease obligations, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit: | ||||||||
| Series H preferred stock, $ par value, $ stated value per share, shares authorized, shares issued and outstanding | ||||||||
| Series L preferred stock, $ par value, $ stated value per share, shares authorized, shares issued and outstanding | ||||||||
| Series M preferred stock, $ par value, $ stated value per share, shares authorized, shares issued and outstanding | ||||||||
| Series N preferred stock, $ par value, $ stated value per share, shares authorized, and shares issued and outstanding, respectively | ||||||||
| Series O preferred stock, $ par value, $ stated value per share, shares authorized, and shares issued and outstanding, respectively | ||||||||
| Series P preferred stock, $ par value, $ stated value per share, shares authorized, shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Rennova stockholders’ deficit | ( | ) | ( | ) | ||||
| Noncontrolling interest | ( | ) | ||||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
RENNOVA HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Direct costs of revenues | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from continuing operations before other income (expense), income taxes and net loss attributable to noncontrolling interest | ( | ) | ||||||||||||||
| Other income (expense): | ||||||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Gain from forgiveness of debt | ||||||||||||||||
| (Loss) gain from legal settlements, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) from continuing operations before income taxes, including noncontrolling interest | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Net income (loss) from continuing operations, including noncontrolling interest | ( | ) | ( | ) | ||||||||||||
| Net loss from discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss), including noncontrolling interest | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to noncontrolling interest | ||||||||||||||||
| Net income (loss) attributable to Rennova | ( | ) | ( | ) | ||||||||||||
| Deemed dividends | ( | ) | ( | ) | ||||||||||||
| Net income (loss) available to common stockholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net income (loss) available to common stockholders per share - basic: | ||||||||||||||||
| Continuing operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total basic | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net income (loss) available to common stockholders per share - diluted: | ||||||||||||||||
| Continuing operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total diluted | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted average number of shares of common stock outstanding during the period: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
RENNOVA HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
For Each of the Quarters in the Six-Month Period Ended June 30, 2023
(unaudited)
| Additional | Rennova | Total | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock |
paid-in | Accumulated | Stockholders’ | Noncontrolling | Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Conversion of Series N Preferred Stock into common stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Conversion of Series O Preferred Stock into common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Sale of noncontrolling interest | ||||||||||||||||||||||||||||||||||||
| Net income | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
RENNOVA HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
For Each of the Quarters in the Six-Month Period Ended June 30, 2022
(unaudited)
| Preferred Stock | Common Stock | Additional paid-in- | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Conversions of Series N Preferred Stock into common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuances of Series P Preferred Stock | - | |||||||||||||||||||||||||||
| Deemed dividends from issuances of Series P Preferred Stock | - | - | ( | ) | ||||||||||||||||||||||||
| Payment of cash in lieu of fractional shares | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Deemed dividends from triggers of down round provisions | - | - | ( | ) | ||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Conversions of Series N Preferred Stock into common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Conversions of Series O Preferred Stock into common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of Series P Preferred Stock | - | |||||||||||||||||||||||||||
| Deemed dividends from issuance of Series P Preferred Stock | - | - | ( | ) | ||||||||||||||||||||||||
| Deemed dividends from triggers of down round provisions | - | - | ( | ) | ||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
RENNOVA HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) from continuing operations, including noncontrolling interest | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operations: | ||||||||
| Depreciation and amortization | ||||||||
| Loss on disposition of property and equipment | ||||||||
| Net (gain) loss from legal settlements | ( | ) | ||||||
| Gain on forgiveness of debt | ( | ) | ( | ) | ||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Security deposits | ( | ) | ||||||
| Change in right-of-use assets | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ( | ) | ||||||
| Income taxes payable | ||||||||
| Change in right-of-use operating lease obligations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities of continuing operations | ( | ) | ||||||
| Net cash provided by (used in) operating activities of discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Receivable from related party | ( | ) | ( | ) | ||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities of continuing operations | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of related party loan payable | ||||||||
| Payments of related party loan payable | ( | ) | ||||||
| Payments of debentures | ( | ) | ||||||
| Payments of notes payable | ( | ) | ( | ) | ||||
| Receivables paid under accounts receivable sales agreements | ( | ) | ||||||
| Proceeds from issuances of preferred stock | ||||||||
| Proceeds from HHS Provider Relief Funds | ||||||||
| Cash paid for fractional shares in connection with reverse stock split | ( | ) | ||||||
| Net cash (used in) provided by financing activities of continuing operations | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 7 |
RENNOVA HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2023 and 2022
(unaudited)
Note 1 – Organization and Summary of Significant Accounting Policies
Description of Business
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 an operating rural health clinic in Kentucky. In addition, the Company owns a subsidiary pursuing opportunities in the behavioral health sector and, on August 14, 2023, commenced operations of an alcohol and drug treatment facility on the campus of its hospital in Oneida, Tennessee. 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
CarePlus Clinic
On March 5, 2019, we acquired certain assets related to an outpatient clinic located in Williamsburg, Kentucky. The clinic and its associated assets, which were acquired from CarePlus Rural Health Clinic, LLC, offers compassionate care in a modern, patient-friendly facility. The CarePlus Clinic is located 32 miles northwest of our Big South Fork Medical Center.
Myrtle Recovery Centers, Inc.
In the second quarter of 2022, the Company formed a subsidiary, Myrtle Recovery Centers, Inc. (“Myrtle”), to pursue opportunities in the behavioral health sector, initially in our core, rural markets. We intend to focus on leveraging our existing physical locations and corporate and regional infrastructure to offer behavioral health services, including substance abuse treatment. Services will be provided on either an inpatient, residential basis or an outpatient basis.
On August 10, 2023, Myrtle was granted a license under the rules of the Department of Mental Health and Substance Abuse Services of Tennessee to operate an alcohol and drug treatment facility in Oneida Tennessee. The facility, which is located at Rennova’s Big South Fork Medical Center campus, commenced operations and began accepting patients on August 14, 2023. The facility offers alcohol and drug residential detoxification and residential rehabilitation treatment services for up to 30 patients. Myrtle intends to offer outpatient opioid treatment services at its Oneida facility in the future.
On
April 11, 2023, Myrtle sold shares of its common stock equivalent to a
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 $
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.
| 8 |
Basis of Presentation
The unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the consolidated financial statements as filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of June 30, 2023, and the results of its operations and changes in stockholders’ deficit for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022. Such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2023 may not be indicative of results for the year ending December 31, 2023.
Principles of Consolidation
The unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), include the accounts of Rennova and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation.
Comprehensive Income (Loss)
During the three and six months ended June 30, 2023 and 2022, comprehensive income (loss) was equal to the net income (loss) amounts presented in the unaudited condensed 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, 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 Codification (“ASC”), “Revenue from Contracts with Customers (Topic 606),” including subsequently issued updates. Under the accounting guidance, our revenues are presented net of estimated contractual allowances and estimated implicit price concessions. We also do not present “allowances for doubtful accounts” on our balance sheets.
| 9 |
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). As of June 30, 2023, $
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 three months ended June 30, 2023 and 2022, estimated contractual allowances of $
During
the six months ended June 30, 2023 and 2022, estimated contractual allowances of $
We continue to review the provisions for implicit price concessions and contractual allowances. See Note 4 – Accounts Receivable.
| 10 |
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”) ASC Topic 360, Property, Plant and Equipment (“ASC 360”). ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally either based on appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company did not record an asset impairment charge during the three and six months ended June 30, 2023 and 2022.
Leases in Accordance with ASU No. 2016-02
We account for leases in accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires leases with durations greater than 12 months to be recognized on the balance sheet. Upon adoption in 2019, we elected the package of transition provisions available which allowed us to carryforward our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. 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. For finance leases, we record the present value of the lease payments as finance lease obligations. We do not separate lease and non-lease components of contracts. Our finance and operating leases are more fully discussed in Note 8.
Fair Value Measurements
In accordance with ASC 820, “Fair Value Measurements and Disclosures,” the Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
| ● | Level 1 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 June 30, 2023 and December 31, 2022, we applied the Level 3 fair value hierarchy in determining the fair value of InnovaQor, Inc.’s Series B-1 Non-Voting Convertible Preferred Stock (the “InnovaQor Series B-1 Preferred Stock”), which is reflected on our unaudited condensed consolidated balance sheets as an investment. Also, on June 30, 2023 and December 31, 2022, 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. Our determination of fair value is more fully discussed in Note 9.
| 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 and diluted 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. The FASB issued this update to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The guidance clarifies whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity (that is, deemed dividends) and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. We adopted this new accounting guidance on January 1, 2022. Under the new guidance, the FASB decided not to include convertible debt instruments in the guidance because ASU No 2016-01, Financial Instruments – Overall (Subtopic 825-10) requires that an entity capture the impact of changes in down round provision features of convertible debt within the fair value of the instruments. During the three and six months ended June 30, 2023 and 2022, there were no changes in the fair values of the Company’s convertible debentures with down round provision features as these debentures issued in 2018 have floors of $ per share and were not in-the-money during these periods. Debentures are more fully discussed in Note 6.
There
were
In
addition, we recorded deemed dividends of approximately $
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 (or reducing a tax asset) that would reduce net assets. The Company did not have an unrecognized tax benefit at June 30, 2023 and December 31, 2022.
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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 earnings (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 earnings (loss) per share for the three and six months ended June 30, 2023 and 2022.
Reverse Stock Split
On
March 15, 2022, the Company effected a
Amendment to Certificate of Incorporation
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.
Note 2 – Liquidity and Financial Condition
Going Concern
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, Presentation of Financial Statements-Going Concern (Subtopic 205-40) (“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
June 30, 2023, the Company had a working capital deficit and a stockholders’ deficit of $
The Company’s unaudited condensed consolidated financial statements are prepared assuming the Company can continue as a going concern, which contemplates continuity of operations through realization of assets, and the settling of liabilities in the normal course of business. The Company’s current financial condition may make it difficult to attract and maintain adequate expertise in its management team to successfully operate its 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 maintain profitable operations. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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HHS Provider Relief Funds
The
Company received HHS Provider Relief Funds, which were provided to eligible healthcare providers out of the $
As
of June 30, 2023, 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 three and six months ended June 30, 2023 and the years ended December
31, 2022, 2021 and 2020. The Company believes that it was appropriate to recognize a net of $
The Company has been served with a qui tam complaint with regards to the use of monies received from HHS Provider Relief Funds, as more fully discussed in Note 12.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Numerator | ||||||||||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Deemed dividends | ( | ) | ( | ) | ||||||||||||
| Net income (loss) available to common stockholders, continuing operations | ( | ) | ( | ) | ||||||||||||
| Net loss from discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) available to common stockholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Denominator | ||||||||||||||||
| Weighted average number of shares of common stock outstanding during the period - basic | ||||||||||||||||
| Warrants | ||||||||||||||||
| Preferred stock | ||||||||||||||||
| Weighted average number of shares of common stock outstanding during the period - diluted | ||||||||||||||||
| Net earnings (loss) available to common stockholders per share - basic: | ||||||||||||||||
| Continuing operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total basic | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net earnings (loss) available to common stockholders per share - diluted: | ||||||||||||||||
| Continuing operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total diluted | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
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For the three months ended June 30, 2023 and 2022, the following potential common stock equivalents were excluded from the calculation of diluted earnings (loss) per share as their effect was anti-dilutive:
| Three Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Common stock warrants | ||||||||
| Convertible preferred stock | ||||||||
| Convertible debentures | ||||||||
| Stock options | ||||||||
For the six months ended June 30, 2023 and 2022, the following potential common stock equivalents were excluded from the calculation of diluted earnings (loss) per share as their effect was anti-dilutive:
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Common stock warrants | ||||||||
| Convertible preferred stock | ||||||||
| Convertible debentures | ||||||||
| Stock options | ||||||||
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 6, 9 and 10). These provisions have resulted in significant dilution of the Company’s common stock.
As a result of the Voting Agreement and Irrevocable Proxy (the “Voting Agreement”) discussed in Note 10 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.
As a result of these down round provisions, the potential common stock and common stock equivalents totaled 1.0 trillion at August 8, 2023. See Note 10 for a discussion of the number of shares of the Company’s authorized common and preferred stock.
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Note 4 – Accounts Receivable
Accounts receivable at June 30, 2023 (unaudited) and December 31, 2022 consisted of the following:
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: | ||||||||
| Allowance for contractual obligations | ( | ) | ( | ) | ||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
Note 5 – Accrued Expenses
Accrued expenses at June 30, 2023 (unaudited) and December 31, 2022 consisted of the following:
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Accrued payroll and related liabilities | $ | $ | ||||||
| HHS Provider Relief Funds | ||||||||
| Accrued interest | ||||||||
| Accrued legal expenses and settlements | ||||||||
| Medicare cost report settlement reserves | ||||||||
| Other accrued expenses | ||||||||
| Accrued expenses | $ | $ | ||||||
Accrued
payroll and related liabilities included approximately $
As
of December 31, 2022, the Company had Medicare cost reports settlement reserves of $
Note 6 – Debt
At June 30, 2023 (unaudited) and December 31, 2022, debt consisted of the following:
June 30, 2023 | December 31, 2022 | |||||||
| Notes payable- third parties | $ | $ | ||||||
| Loan payable – related party | ||||||||
| Debentures | ||||||||
| Total debt | ||||||||
| Less current portion of debt | ( | ) | ( | ) | ||||
| Total debt, net of current portion | $ | $ | ||||||
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At June 30, 2023 (unaudited) and December 31, 2022, notes payable with third parties consisted of the following:
Notes Payable – Third Parties
June 30, 2023 | December 31, 2022 | |||||||
| Notes payable to CommerceNet and Jay Tenenbaum in the original principal amount of $ | $ | $ | ||||||
| Note payable to Anthony O’Killough dated September 27, 2019 in the original principal amount of $ | ||||||||
| Notes payable to Western Healthcare, LLC dated August 10, 2021, in the aggregate principal amount of $ | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Notes payable - third parties, net of current portion | $ | $ | ||||||
On
December 7, 2016, the holders of the Tegal Notes filed suit against the Company seeking payment for the amounts due under the notes and
accrued interest. On April 23, 2018, the holders of the Tegal Notes received a judgment against the Company in the amount of $
On
September 27, 2019, the Company issued a promissory note payable to Anthony O’Killough in the principal amount of $
On
August 10, 2021, the Company entered into two notes payable with Western Healthcare, LLC in the aggregate principal amount of $
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Loan Payable – Related Party
At June 30, 2023 (unaudited) and December 31, 2022, loan payable - related party consisted of the following:
June 30, 2023 | December 31, 2022 | |||||||
| Loan payable to Christopher Diamantis | $ | $ | ||||||
| Less current portion of loan payable, related party | ( | ) | ( | ) | ||||
| 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 six months ended
June 30, 2023 and 2022, Mr. Diamantis loaned the Company $
During
the three months ended June 30, 2023 and 2022, the Company did not incur interest expense on the loans from Mr. Diamantis. During the
six months ended June 30, 2023 and 2022, the Company incurred interest expense on the loans from Mr. Diamantis of $
Debentures
The carrying amount of all outstanding debentures with institutional investors as of June 30, 2023 (unaudited) and December 31, 2022 was as follows:
June 30, 2023 | December 31, 2022 | |||||||
| March 2017 Debenture | $ | $ | ||||||
| 2018 Debentures | ||||||||
| October 2022 Debentures | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| 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 $
On
June 30, 2023, 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 $
The
March 2017 Debenture was issued with warrants (the “March Warrants”), which are exercisable into shares of the Company’s
common stock until March 21, 2024. During the three and six months ended June 30, 2022, the Company recorded $
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2018 Debentures
During
2018, the Company closed various offerings of debentures (the “2018 Debentures”) with principal balances aggregating $
See Notes 3 and 10 for a discussion of the dilutive effect of the outstanding convertible debentures and warrants as of June 30, 2023.
October 2022 Debentures
On
October 12, 2022, the Company issued non-convertible, non-interest bearing debentures to institutional investors in the amount of $
Note 7 – Related Party Transactions
In addition to the transactions discussed in Notes 6 and 10, the Company had the following related party activity during the three and six months ended June 30, 2023 and 2022:
Alcimede Limited
Pursuant
to a consulting agreement, Alcimede Limited billed $
InnovaQor, Inc.
In
addition to the investment in InnovaQor’s Series B-1 Preferred Stock (see Notes 1 and 9), at June 30, 2023 and December 31, 2022,
the Company had a note receivable / related party receivable resulting from working capital advances to InnovaQor, Inc. (“InnovaQor”)
of approximately $
As
of July 1, 2022, the Company had an outstanding related party receivable from InnovaQor of $
During
the three months ended June 30, 2023 and 2022, the Company contracted with InnovaQor to provide it with ongoing health information
technology-related services totaling approximately $
| 19 |
The terms of the foregoing activities, and those discussed in Notes 6 and 10, are not necessarily indicative of those that would have been agreed to with unrelated parties for similar transactions.
Note 8 – 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 June 30, 2023 (unaudited) and December 31, 2022:
| Balance Sheet Classification | June 30, 2023 | December 31, 2022 | ||||||||
| Assets: | ||||||||||
| Operating leases | Right-of-use operating lease assets | $ | $ | |||||||
| Finance lease | Property and equipment, net | |||||||||
| Total lease assets | $ | $ | ||||||||
| Liabilities: | ||||||||||
| Current: | ||||||||||
| Operating leases | Right-of-use operating lease obligations | $ | $ | |||||||
| Finance lease | Finance lease obligation | |||||||||
| Long-term | Right-of-use operating lease obligations | |||||||||
| Total lease liabilities | $ | $ | ||||||||
| Weighted-average remaining term: | ||||||||||
| Operating leases | ||||||||||
| Finance lease (1) | ||||||||||
| Weighted-average discount rate: | ||||||||||
| Operating leases | % | % | ||||||||
| Finance lease | % | % | ||||||||
| 20 |
The following table presents certain information related to lease expense for finance and operating leases for the three and six months ended June 30, 2023 and 2022 (unaudited):
| Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | |||||||||||||
| Finance lease expense: | ||||||||||||||||
| Depreciation/amortization of leased assets | $ | $ | $ | $ | ||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Operating leases: | ||||||||||||||||
| Short-term lease expense (2) | ||||||||||||||||
| Total lease expense | $ | $ | $ | $ | ||||||||||||
Other Information
The following table presents supplemental cash flow information for the six months ended June 30, 2023 and 2022 (unaudited):
Six Months June 30, 2023 | Six Months June 30, 2022 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows for operating leases | $ | $ | ||||||
| Operating cash flows for finance lease | $ | $ | ||||||
| Financing cash flows for finance lease payments | $ | $ | ||||||
| (1) | |
| (2) |
Aggregate future minimum lease payments under right-of-use operating and finance leases are as follows:
| Right-of-Use Operating Leases | Finance Lease | |||||||
| Twelve months ending June 30: | ||||||||
| 2024 | $ | $ | ||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Thereafter | ||||||||
| Total | ||||||||
| Less interest | ( | ) | ( | ) | ||||
| Present value of minimum lease payments | ||||||||
| Less current portion of lease obligations | ( | ) | ( | ) | ||||
| Lease obligations, net of current portion | $ | $ | ||||||
Note 9 – 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 1. At June 30, 2023 and December 31, 2022, 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.
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The following table sets forth the financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2023 (unaudited) and December 31, 2022:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| As of June 30, 2023: | ||||||||||||||||
| Asset - InnovaQor Series B-1 Preferred Stock | $ | $ | $ | $ | ||||||||||||
| Liability - Embedded conversion option of debenture | ||||||||||||||||
| As of December 31, 2022: | ||||||||||||||||
| Asset - InnovaQor Series B-1 Preferred Stock | $ | $ | $ | $ | ||||||||||||
| Liability - Embedded conversion option of debenture | ||||||||||||||||
InnovaQor Series B-1 Preferred Stock
During
2021, the Company sold several subsidiaries to InnovaQor. As consideration for the sale, the Company received shares of InnovaQor’s
Series B-1 Preferred Stock of which
In
reviewing the fair value of the InnovaQor Series B-1 Preferred Stock, the Company believes that the value recorded at June 30, 2023 and
December 31, 2022 of $
Embedded Conversion Option
The
Company utilized the following method to value its derivative liability as of June 30, 2023 and December 31, 2022 for an embedded conversion
option related to an outstanding convertible debenture valued at $
Deemed Dividends
During
the three and six months ended June 30, 2023, there were no triggers of down round provisions of outstanding warrants and, therefore,
no associated deemed dividends were recorded in the periods. During the three and six months ended June 30, 2022, the conversions of
preferred stock triggered a reduction in the exercise prices of warrants containing down round provisions. In accordance with U.S. GAAP,
the incremental fair value of the warrants, as a result of the decreases in the exercise prices, was measured using Black Scholes. The
following assumptions were utilized in the Black Scholes valuation models for the three months ended June 30, 2022: risk free rates ranging
from % to %, volatility ranging from % to % and terms ranging from to years. The following assumptions were utilized
in the Black Scholes valuation models for the six months ended June 30, 2022: risk free rates ranging from % to %, volatility
ranging from % to % and terms ranging from to years. The incremental value of modifications to warrants as a result
of the down round provisions of $
In
addition, deemed dividends of $
| 22 |
Note 10 – Stockholders’ Deficit
Authorized Capital
The Company has authorized shares of Common Stock at a par value of $ per share and authorized shares of Preferred Stock at a par value of $ per share.
Preferred Stock
As of June 30, 2023, the Company had outstanding shares of preferred stock consisting of shares of its Series H Convertible Preferred Stock (the “Series H Preferred Stock”), shares of its Series L Convertible Preferred Stock (the “Series L Preferred Stock”), shares of its Series M Convertible Redeemable Preferred Stock (the “Series M Preferred Stock”), shares of its Series N Convertible Redeemable Preferred Stock (the “Series N Preferred Stock”), shares of its Series O Convertible Redeemable Preferred Stock (the “Series O Preferred Stock”) and shares of its Series P Preferred Stock. The Company’s outstanding shares of preferred stock do not contain mandatory redemption or other features that would require them to be presented on the balance sheet outside of equity and, therefore, they qualify for equity accounting treatment. As a result of the equity accounting treatment, fair value accounting is not required in connection with the issuances of the stock and no gains, losses or derivative liabilities have been recorded in connection with the preferred stock.
Series H Preferred Stock
Each
of the shares of the Series H Preferred Stock has a stated value of $ per share and is convertible into shares of the Company’s
common stock at a conversion price of
Series L Preferred Stock
The
Series L Preferred Stock is held by Alcimede LLC and has a stated value of $ per share. Mr. Lagan is the sole manager of Alcimede
LLC. The Series L Preferred Stock is not entitled to receive any dividends. Each share of the Series L Preferred Stock is convertible
into shares of the Company’s common stock at a conversion price equal to the average closing price of the Company’s common
stock on the ten trading days immediately prior to the conversion date. On June 30, 2023, the Series L Preferred Stock was convertible
into approximately billion shares of the Company’s common stock at a conversion price of $
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 $
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
| 23 |
During
the year ended December 31, 2021, Mr. Diamantis converted a total of shares of his Series M Preferred Stock with a stated value
of $
Series N Preferred Stock
The Company’s Board of Directors has designated shares of the shares of authorized preferred stock as the Series N Preferred Stock. Each share of Series N Preferred Stock has a stated value of $. On August 31, 2020, the Company and its debenture holders exchanged, under the terms of Exchange, Redemption and Forbearance Agreements, certain outstanding debentures and all of the then outstanding shares of the Company’s Series I-1 Convertible Preferred Stock and Series I-2 Convertible Preferred Stock for shares of the Company’s Series N Preferred Stock.
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
During
the six months ended June 30, 2023 and 2022, the holders converted shares and shares, respectively, of their Series N Preferred
Stock with a stated value of $
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. On September 7, 2021, the Company entered into a second securities
purchase agreement and on October 28, 2021, the Company entered into a third securities purchase agreement. These agreements were between
the Company and certain existing institutional investors of the Company. Under these agreements, the Company issued shares of its
Series O Preferred Stock and it received $
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
| 24 |
During
the six months ended June 30, 2023, the holders converted shares of their Series O Preferred Stock with a stated value of $
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 $
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 shares of its Series P Preferred Stock for aggregate proceeds of $
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
On June 30, 2023, shares of the Company’s Series P Preferred Stock were outstanding and were convertible into billion shares of the Company’s common stock.
Common Stock
The Company had billion and billion shares of its common stock issued and outstanding at June 30, 2023 and December 31, 2022, respectively. During the six months ended June 30, 2023, the Company issued million shares of its common stock upon the conversion of shares of its Series N Preferred Stock and million shares of its common stock upon conversion of shares of its Series O Preferred Stock. During the six months ended June 30, 2022, the Company issued billion shares of its common stock upon the conversions of shares of its Series N Preferred Stock and billion shares of its common stock upon the conversions of shares of its Series O Preferred Stock.
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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 Split, which is 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 pursuant to its terms in September 2017. As of June 30, 2023 and December 31, 2022, the Company had stock options outstanding and exercisable with a weighted average exercise price of $million per share. At June 30, 2023, the weighted average remaining contractual life was years for options outstanding and exercisable. The intrinsic value of options exercisable at June 30, 2023 and December 31, 2022 was $. As of June 30, 2023 and 2022, there was no remaining compensation expense associated with stock options as all of the outstanding options had fully vested as of December 31, 2019.
Warrants
The Company, as part of financing transactions, has issued warrants to purchase shares of the Company’s common stock exercisable into a total of billion shares at June 30, 2023.
The following summarizes the information related to warrant activity during the six months ended June 30, 2023:
Number of Shares of Common Stock Issuable for Warrants | Weighted average exercise price | |||||||
| Balance at December 31, 2022 | $ | |||||||
| Issuance of warrants | ||||||||
| Expiration of warrants | ( | ) | ( | ) | ||||
| Balance at June 30, 2023 | $ | |||||||
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Included
in the warrants outstanding at June 30, 2023 were the March Warrants issued in March 2017 in connection with the March 2017
Debenture. (The March 2017 Debenture is more fully discussed in Note 6.) The Company issued these warrants to purchase shares of the
Company’s common stock to several accredited investors. On June 30, 2023, the March Warrants were exercisable into an
aggregate of approximately
billion shares of the Company’s common stock. The March Warrants were issued to the investors in three tranches, Series A
Warrants, Series B Warrants and Series C Warrants. At June 30, 2023, the Series A Warrants were exercisable for
The number of shares of common stock issuable under outstanding warrants and the exercise prices of the warrants as reflected in the table above 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 down round provisions of the outstanding warrants, 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. See, also, Notes 1 and 3 for a discussion of the dilutive effect on the Company’s common stock as a result of the outstanding warrants.
Deemed Dividends
During the three and six months ended June 30, 2022, reductions in the exercise prices of the warrants gave rise to deemed dividends. See Note 9 for the assumptions used in the calculations of deemed dividends. Deemed dividends are also discussed under the heading “Preferred Stock” above and in Notes 1 and 3.
Note 11 – Supplemental Disclosure of Cash Flow Information
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| (unaudited) | (unaudited) | |||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Stated value of Series N Preferred Stock converted into common stock | $ | $ | ||||||
| Stated value of Series O Preferred Stock converted into common stock | ||||||||
| Deemed dividends from issuances of Series P Preferred Stock | ||||||||
| Deemed dividends from triggers of down round provisions of warrants | ||||||||
Note 12 – Commitments and Contingencies
Concentration of Credit Risk
Credit risk with respect to accounts receivable is generally diversified due to the large number of patients at its facilities. The Company does have significant receivable balances with government and other payers. Generally, the Company does not require collateral or other security to support accounts 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.
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.
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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 $
On
December 7, 2016, the holders of the Tegal Notes filed suit against the Company seeking payment for the amounts due under the notes and
accrued interest. On April 23, 2018, the holders of the Tegal Notes received a judgment against the Company in the amount of $
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 $
In
July 2019, CHSPSC, the former owners of Jamestown Regional Medical Center, obtained judgments against the Company totaling of $
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 $
A
sealed qui tam lawsuit in the US District Court for the Southern District of Florida against the Company was filed in July
2021. This lawsuit was unsealed in November 2022 and Clifford Barron disclosed as the Plaintiff-Relator asserted violations of the
False Claims Act. Clifford Barron was an employee of CollabRx, Inc. (a San Francisco based, wholly owned subsidiary of the Company)
until early 2018. Following his resignation on January 17, 2018, Clifford Barron sought and received a judgment against the Company
for approximately $
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Note 13 – Discontinued Operations
EPIC Reference Labs, Inc. and Other Non-Operating Subsidiaries
During the third quarter of 2020, the Company made a decision to sell EPIC and it made a decision to discontinue 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,