Annual report pursuant to Section 13 and 15(d)

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 million for services for the year ended December 31, 2022 and Alcimede Limited and Alcimede LLC billed an aggregate of $0.4 million for services for the year ended December 31, 2021. Seamus Lagan, the Company’s President and Chief Executive Officer, is the sole manager of Alcimede LLC and the Managing Director of Alcimede Limited (also see Note 12).




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 million and $0.4 million, respectively.



As of July 1, 2022, the Company had an outstanding related party receivable from InnovaQor of $803,416. InnovaQor signed a promissory note, dated July 1, 2022, in favor of the Company that provided that InnovaQor repay the Company $883,757 on December 31, 2022 (inclusive of 10% original issue discount). Effective December 31, 2022, the Company and InnovaQor agreed to restructure the promissory note in favor of the Company in the amount of $883,757 and additional monies owed in the amount of $441,018 for a new promissory note with a principal amount of $1,457,253 (inclusive of $132,478 of 10% original issue discount) and a maturity date of June 30, 2023 except that InnovaQor will pay 25% of any capital it receives from new capital secured prior to the maturity date. The Note, in the event of default, bears interest at 18% per annum. During the year ended December 31, 2022, the Company recognized original issue discounts totaling $0.2 million as interest income.


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 million and $0.2 million, respectively. In addition, InnovaQor currently subleases office space from the Company at a cost of approximately $9,700 per month for rent and utilities.


Between January 1, 2023 and March 31, 2023, the Company advanced $0.3 million to InnovaQor to finance its working capital requirements.


Staff Accountant Loan


During 2020, the Company’s staff accountant, Ms. Kristi Dymond, received approximately $82,500 as a loan after she purchased certain land and buildings at auction in Jellico, Tennessee, that were attached to or related to the Company’s business there. The loan is secured by the property and as long as the loan remains outstanding the Company is permitted the use of the assets and the assets remain security for the loan. The loan is reflected on the balance sheets as an other current asset.


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.