0001493152-24-050544 | 10-Q | XBRL Viewer

Settlement and Release Agreement - Theralink (Details Narrative) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Series E Preferred Stock [Member]
Business Acquisition [Line Items]
Stock issued during period, shares \| shares	24,172
Settlement And Release Agreement [Member]
Business Acquisition [Line Items]
Payment for long lived assets \| $	$ 1.1
Notes receivables \| $	$ 1.1
Settlement And Release Agreement [Member] \| Series E Preferred Stock [Member]
Business Acquisition [Line Items]
Stock issued during period, shares \| shares	24,172
Asset Purchase Agreement [Member] \| Series E Preferred Stock [Member]
Business Acquisition [Line Items]
Conversion price per share \| $ / shares	$ 3.641

Schedule of Notes Payable (Details) - USD ($)	6 Months Ended
Schedule of Notes Payable (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total notes payable	$ 1,400,000
Less: unamortized debt discounts	(386,000)
Notes payable	1,014,000
40% OID Promissory Note [Member]
Short-Term Debt [Line Items]
Total notes payable	$ 1,400,000
Debt due date	Jun. 18, 2025

Schedule of Number of Warrants (Details) - Warrant [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Warrants, Beginning Balance \| shares	2,474,284
Weighted Average Exercise Price Per Share, Beginning Balance \| $ / shares	$ 8.80
Number of Warrants, Granted \| shares	2,756,084
Weighted Average Exercise Price Per Share, Granted \| $ / shares	$ 2.60
Number of Warrants, Expired \| shares	(2,302,137)
Weighted Average Exercise Price Per Share, Expired \| $ / shares	$ 8.62
Number of Warrants, Ending Balance \| shares	2,928,231
Weighted Average Exercise Price Per Share, Beginning Balance \| $ / shares	$ 4.12

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following at June 30, 2024 and December 31, 2023:

Schedule of Property and Equipment

	Estimated Useful Life in Years	June 30, 2024			December 31, 2023

Equipment	5		1,044,000			762
Total property and equipment			1,044,000			762

Less: accumulated depreciation			(35,000	)		-
accumulated depreciation			(35,000	)		762
Total property and equipment, net		$	1,009,000		$	762

Property and Equipment

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 4 – Property and Equipment

Property and equipment consisted of the following at June 30, 2024 and December 31, 2023:

Schedule of Property and Equipment

	Estimated Useful Life in Years	June 30, 2024			December 31, 2023

Equipment	5		1,044,000			762
Total property and equipment			1,044,000			762

Less: accumulated depreciation			(35,000	)		-
accumulated depreciation			(35,000	)		762
Total property and equipment, net		$	1,009,000		$	762

Depreciation was approximately $35,000 and $233,000 for the six months ended June 30, 2024 and 2023, and $35,000 and $87,000 for the three months ended June 30, 2024 and 2023, respectively.

Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
Accounts receivable, net
Other current assets					1,028
Property and equipment, net					762
Other assets	95,041		95,041		95,040
Net assets from discontinued operations	95,041		95,041		96,830
Accounts payable and accrued expenses	868,040		868,040		860,221
Other current liabilities	163,792		163,792		108,088
Other liabilities	286,974		286,974		344,402
Net liabilities from discontinued operations	1,318,806		1,318,806		$ 1,312,711
Patient revenues, net				$ 3,437,338
Operating expenses (recovery)			(83,412)	4,687,372
Other expenses			12,030	1,396,166
Total (recovery) costs and expenses			(71,382)	6,083,538
Net income (loss) from discontinued operations	$ 29,702	$ (244,409)	$ 71,382	$ (2,646,200)

Note Payable

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Note Payable

Note 6 – Note Payable

Notes payable at June 30, 2024 and December 31, 2023 were comprised of the following:

Schedule of Notes Payable

	Interest rate	Due date	June 30, 2024			December 31, 2023
40% OID promissory note	OID only	June 18, 2025	$	1,400,000		$	-
Total notes payable				1,400,000			-
Less: unamortized debt discounts				(386,000	)		-
Notes payable			$	1,014,000		$	-

During the quarter, the Company issued promissory notes (the “Notes”) to certain lenders (the “Lenders”) in the aggregate principal amount of $1,400,000 (the “Principal”), for an aggregate purchase price from the Lenders of $1,000,000.

Schedule of Concentration Risk (Details) - Medicare Payment [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration of credit risk, percentage	0.00%	24.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration of credit risk, percentage	0.00%	0.00%

Subsequent Events (Details Narrative) - USD ($)				1 Months Ended	2 Months Ended	3 Months Ended	6 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Nov. 22, 2024	Nov. 14, 2024	Nov. 12, 2024	Oct. 04, 2022	Oct. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Subsequent Event [Line Items]
Notes payable							$ 1,014,000
Preferred stock par value							$ 0.001		$ 0.001
Purchase price of share						$ 47,382
Repayment of promissory notes								$ 30,117
Covent Bridge Group [Member]
Subsequent Event [Line Items]
Overpaid amount				$ 8,284.51
Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants to purchase share			1
Aggregate proceeds			$ 3,740,000
Proceeds from PIPE financing		$ 2,240,000
Repayment of promissory notes		$ 2,240,000
Subsequent Event [Member] \| Covent Bridge Group [Member]
Subsequent Event [Line Items]
Overpaid amount	$ 1,096,346.51
Subsequent Event [Member] \| Series G Preferred Stock [Member]
Subsequent Event [Line Items]
Issuance of common stock, shares			4,676
Preferred stock par value			$ 0.001
Purchase price of share			$ 800
Lenders [Member]
Subsequent Event [Line Items]
Notes payable							$ 1,000,000
Lenders [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Principal amount					$ 840,000
Notes payable					$ 600,000
Debt description					The September-October 2024 Notes are unsecured and mature on the earlier of (i) the date of consummation of any offering or offerings, individually or in the aggregate, of securities with gross proceeds of at least $1,000,000, and (ii) June 18, 2025
Proceeds from debt issuance					$ 1,000,000

Settlement and Release Agreement - Theralink

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Settlement and Release Agreement - Theralink

Note 5 – Settlement and Release Agreement - Theralink

During the six months ended June 30, 2024, the Company entered into several financing transactions with Theralink Technologies, Inc. that culminated in an acquisition of Theralink assets. Pursuant to the Settlement and Release Agreement, the Company acquired certain assets which resulted in the recording of long lived assets of $1.1 million. The Note receivables of $1.1 million was settled as part of the arrangement. In addition, in order to receive releases from security holders of Theralink, the Company issued 24,172 shares of Series E preferred stock. The Series E preferred stock was valued at a de minimis value. Series E preferred stock does not have any voting rights and each preferred share has a conversion price of $3.641 per share.

Common stock purchase warrants (Tables)

6 Months Ended

Jun. 30, 2024

Common Stock Purchase Warrants

Schedule of Number of Warrants

	Number of Warrants			Weighted Average Exercise Price Per Share

January 1, 2024		2,474,284		$	8.80
Granted		2,756,084			2.60
Expired		(2,302,137	)		8.62
June 30, 2024		2,928,231		$	4.12

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues, net	$ 15,750		$ 15,750
Cost of revenues	72,002		72,002
Gross profit	(56,252)		(56,252)
Operating expenses:
General and administrative	1,345,692	835,778	1,754,322	2,131,944
Loss on disposal or impairment of assets		301,904		301,756
Total operating expenses	1,345,692	1,137,682	1,754,322	2,433,700
Operating loss	(1,401,944)	(1,137,682)	(1,810,574)	(2,433,700)
Other income (expense):
Interest income	791	1	995	3
Interest expense	(11,953)	(21,217)	(52,426)	(22,063)
Total other income (expenses)	(11,162)	(21,216)	(51,431)	(22,060)
Net loss before income taxes	(1,413,106)	(1,158,898)	(1,862,005)	(2,455,760)
Income taxes
Net loss from continuing operations	(1,413,106)	(1,158,898)	(1,862,005)	(2,455,760)
Net income (loss) from discontinued operations	29,702	(244,409)	71,382	(2,646,200)
Net loss	(1,383,404)	(1,403,307)	(1,790,623)	(5,101,960)
Preferred dividends	(648,116)		(727,481)
Net loss available to common stockholders	$ (2,031,520)	$ (1,403,307)	$ (2,518,104)	$ (5,101,960)
Net loss per share from continuing operations basic	$ (1.74)	$ (1.05)	$ (2.22)	$ (2.23)
Net loss per share from continuing operations diluted	(1.74)	(1.05)	(2.22)	(2.23)
Income (Loss) per share from discontinued operations basic	0.03	(0.22)	0.06	(2.40)
Income (Loss) per share from discontinued operations diluted	0.03	(0.22)	0.06	(2.40)
Net loss per share basic	(1.72)	(1.28)	(2.16)	(4.63)
Net loss per share diluted	$ (1.72)	$ (1.28)	$ (2.16)	$ (4.63)
Weighted average common shares outstanding, basic	1,181,390	1,100,568	1,164,856	1,100,504
Weighted average common shares outstanding, diluted	1,181,390	1,100,568	1,164,856	1,100,504

Liquidity and Going Concern Considerations

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity and Going Concern Considerations

Note 3 –Liquidity and Going Concern Considerations

The Company’s consolidated financial statements are prepared in accordance with GAAP and includes the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has historically and expects to incur operating losses and cash outflows from operations and as a result concludes that there is substantial doubt to continue as a going concern twelve months from the issuance of these statements.

These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Cover - $ / shares	6 Months Ended
Cover - $ / shares	Jun. 30, 2024	Dec. 18, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-38797
Entity Registrant Name	IMAC Holdings, Inc.
Entity Central Index Key	0001729944
Entity Tax Identification Number	83-0784691
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3401 Mallory Lane
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Franklin
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37067
City Area Code	(844)
Local Phone Number	266-4622
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BACK
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,013,199
Entity Listing, Par Value Per Share	$ 0.001

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11 – Commitments and Contingencies

The Company accrues a liability and charges operations for the estimated costs of contingent liabilities, including adjudication or settlement of various asserted and unasserted claims existing as of the consolidated balance sheet date, when it is probable that a loss has been incurred and the loss (or range of probable loss) is estimable.

From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of our business. Other than the matter described below, management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on the Company’s financial condition, results of operations or liquidity.

Third Party Audit

From time to time, in the ordinary course of business, we are subject to audits under various governmental programs in which third party firms engaged by the Center for Medicare & Medicaid Services (“CMS”) conduct extensive reviews of claims data to identify potential improper payments. We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations.

Progressive Health

On October 21, 2021, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $2,716,056.33. This amount represents a statistical extrapolation of $6,791.33 of charges from a sample of 38 claims for the periods July 2017 to November 2020 for Progressive Health & Rehabilitation, Ltd (“Progressive Health”). The Company entered into a management agreement with Progressive Health in April 2019 and therefore liable for only a portion of the sampled claims. There were a total of 38 claims reviewed, 25 of these claims were from the period prior to the management agreement with the Company and the remaining 13 claims were related to the period that Progressive Health was managed by the Company. In December 2021, the Company received a request for payment from CMS in the amount of $2,709,265. The Company has begun its own internal audit process and has initiated the appropriate appeals. The Company submitted a redetermination request in March 2022, which was denied. The Company submitted a reconsideration request February 27, 2023. On July 5, 2023, the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a “partially favorable” decision that medical necessity supported 15 of 38 appealed claims. The Company filed a timely appeal and a hearing with an Administrative Law Judge was conducted November 29, 2023. The ALJ decision received on February 7, 2024, failed to address appeal and partially favorable decision impact on the extrapolated charges. The Company timely filed an appeal to Medicare Appeals Council on April 5, 2024.

Advantage Therapy

On May 17, 2022, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $492,086.22 related to Advantage Therapy. This amount represents a statistical extrapolation of charges from a sample, the actual amount found to be overpaid was $10,420.22. On May 27, 2022, the Company received a request for payment from CMS in the amount of $481,666.00. The Company has begun its own internal audit process and has initiated the appropriate appeals. Prior to this May 2022 notification, CMS had implemented a pre-payment audit for Advantage Therapy. As of June 30, 2023, this audit had resulted in a recoupment balance of approximately $0.1 million of Medicare accounts receivable. The Company submitted a reconsideration request in May 2023. On August 4, 2023, the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a “partially favorable” decision supporting 31 of 65 appealed claims. The Company filed a timely appeal and conducted a hearing with an Administrative Law Judge February 20, 2024, and awaits the response from the hearing. As of December 31, 2023, this audit had resulted in a balance of approximately $138,000 of Medicare accounts receivable which has been fully reserved.

Kentucky

On December 9, 2022, the Company received a suspension of payment notification from Covent Bridge Group, a Center for Medicare & Medicaid Services contractor, for IMAC Regeneration Center of Kentucky. On December 22, 2022, the Company responded to the payment suspension with a Rebuttal of Notice. The suspension of payment will remain in effect until the Rebuttal of Notice is answered. The Company provided medical records for 10 beneficiaries. Neither CMS nor Covent Bridge have responded to the Company regarding the records, although they initiated the Kepro audit noted in the following paragraph. As of December 31, 2023, the payment suspension resulted in a recoupment balance of approximately $90,000 of Medicare accounts receivable which has been fully reserved.

On October 2, 2023, the Company received notice from Kepro, “Initial Sanction Notice of Failure in a Substantial Number of Cases”. Kepro has recommended a Corrective Action Plan (CAP). (i) Perform a root cause analysis (RCA) and describe the underlying cause of the failure. Submit a copy of the RCA performed. (ii) Identify goals (desired outcomes) of the CAP. These goals must be measurable-containing a numerator and denominator-attainable, and meaningful. (iii) Explain how the process(es) will be created or modified to correct the underlying root cause. (iv) Explain how the process(es) will be implemented, including time frames for implementation. (v) Explain how the implemented process(es) and outcomes will be monitored and reported. (vi) Identify the person who will be responsible for monitoring the CAP’s specified time frame. The Company intends on complying with the recommendations of the CAP. In addition, after further review, the Company will appeal the recommendation and outcomes of the audit by Kepro. A meeting with Kepro was conducted on November 20, 2023 to review findings, CAP, and appeal of findings. The meeting resulted in a CAP and communication to medical providers regarding the audit. There was no financial recoupment request.

At this stage of the appeals process, based on the information currently available to the Company, the Company is unable to predict the timing and ultimate outcomes of these matters and therefore is unable to estimate the range of possible loss. Any potential loss may be classified as errors and omissions for which insurance coverage was in place during a majority of the years being evaluated.

As of June 30, 2024 and December 31, 2023, the Company has not recorded a provision for any of these claims, as management does not believe that an estimate of a possible loss or range of loss can reasonably be made at this time.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (1,790,623)	$ (5,101,960)
Net income (loss) from discontinued operations	71,382	(2,646,200)
Net loss from continuing operations	(1,862,005)	(2,455,760)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	34,795	309,618
Interest expense - OID	14,444
Share based compensation, net		131,060
Loss on disposition or impairment of assets		1,695,161
Bad debt expense (recovery)		6,795
Changes in operating assets and liabilities:
Accounts receivable	(15,750)	546,496
Prepaid expenses and other current assets	(55,073)	68,780
Security deposits		85,304
Right of use lease liability		(94,532)
Accounts payable and accrued expenses	882,079	738,521
Patient deposits		(55,527)
Net cash provided (used) in operating activities from continuing operations	(1,001,510)	975,916
Net cash provided (used) in operating activities from discontinued operations	71,382	(2,646,200)
Net cash used in operating activities	(930,128)	(1,670,284)
Cash flows from investing activities:
Proceeds from sale of Chicago		80,000
Proceeds from sale of fixed assets		1,050,000
Note receivable	(375,000)
Net cash used in investing activities	(375,000)	1,130,000
Cash flows from financing activities:
Proceeds from issuance of common stock		64,032
Proceeds from issuance of preferred stock, net of offering costs	975,951
Payments on notes payable		(30,117)
Proceeds from notes payable	1,000,000
Payments on finance lease obligation	(1,724)	(9,840)
Net cash provided in financing activities	1,974,227	24,075
Net increase (decrease) in cash	669,099	(516,209)
Cash, beginning of period	221,511	763,211
Cash, end of period	890,610	247,002
Supplemental cash flow information:
Interest paid		24,826
Income tax
Non-cash investing and financial activities:
Accrued dividends	857,000
Settlement of notes receivable in connection with asset purchase agreement	$ 1,083,000

Preferred Stock (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Liquidation Preference Value

Liquidation Value

	Total Value
Series C & F	$	6,269,000
Series D & E		46,209,000
Total	$	52,478,000

Note Payable (Details Narrative) - USD ($)	3 Months Ended
Note Payable (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Notes payable	$ 1,014,000
Lenders [Member]
Principal amount	1,400,000
Notes payable	$ 1,000,000

Description of Business

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Description of Business

Note 1 – Description of Business

We provide services related to proteomic products that identify and support oncology clinical treatment decisions and biopharmaceutical drug development.

Continuing operations

The continuing operations of the business are precision medicine in cancer treatment based on activated protein analysis. The Company has acquired laboratory capabilities from Theralink Technologies, Inc, and has the technical capability and intellectual property licenses to engage in clinical testing of breast cancer patients to determine which medications and treatments will be most effective. The Company also engages in collaborations with biopharmaceutical companies to identify drug targets based on activated protein analysis. Drug makers benefit from the application of our technology in target identification, clinical trial design, and clinical trial execution.

Discontinued operations

Until recently, IMAC Holdings, Inc. was a holding company for IMAC Regeneration Centers, The BackSpace retail stores and our Investigational New Drug division. As of June 30, 2024 and December 31, 2023, the Company has sold or discontinued patient care at all our locations and has accordingly presented this component as discontinued operations. (See Note 10)

Note Payable (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes payable at June 30, 2024 and December 31, 2023 were comprised of the following:

Schedule of Notes Payable

	Interest rate	Due date	June 30, 2024			December 31, 2023
40% OID promissory note	OID only	June 18, 2025	$	1,400,000		$	-
Total notes payable				1,400,000			-
Less: unamortized debt discounts				(386,000	)		-
Notes payable			$	1,014,000		$	-

Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Note 9 - Net Loss Per Share

Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the year, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Dilutive shares not included in the computation of dilutive loss per share because the effect would be anti-dilutive due to the Company’s net loss were as follows:

Schedule of Net Loss Per Share

	2024		2023
	June 30,
	2024		2023

Common Stock Purchase Warrants		2,928,231		398,582
Preferred shares C-1		1,043,388		-
Preferred shares C-2		509,318		-
Preferred shares D		4,828,637		-
Preferred shares E		6,721,844		-
Preferred shares F		134,043		-
Stock options		1,312		4,368
Anti-dilutive shares		16,166,773		402,950

Schedule of Liquidation Preference Value (Details)	Jun. 30, 2024 USD ($)
Class of Stock [Line Items]
Total	$ 52,478,000
Series C and F Preferred Stock [Member]
Class of Stock [Line Items]
Total	6,269,000
Series D and E Preferred Stock [Member]
Class of Stock [Line Items]
Total	$ 46,209,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	1,494,272	1,148,321
Common stock, shares outstanding	1,494,272	1,148,321
Series C-1 Preferred Stock [Member]
Preferred stock, shares issued	3,864
Preferred stock, shares outstanding	3,864
Series C-2 Preferred Stock [Member]
Preferred stock, shares issued	1,276
Preferred stock, shares outstanding	1,276
Series D Preferred Stock [Member]
Preferred stock, shares issued	17,364
Preferred stock, shares outstanding	17,364
Series E Preferred Stock [Member]
Preferred stock, shares issued	24,172
Preferred stock, shares outstanding	24,172
Series F Preferred Stock [Member]
Preferred stock, shares issued	450
Preferred stock, shares outstanding	450
Series B-1 Preferred Stock [Member]
Preferred stock, shares issued		2,645
Preferred stock, shares outstanding		2,645
Series B-2 Preferred Stock [Member]
Preferred stock, shares issued		1,905
Preferred stock, shares outstanding		1,905

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 890,610	$ 221,511
Accounts receivable, net	15,750
Prepaid expenses and other current assets	213,016	94,711
Note receivable, net		731,067
Assets of discontinued operations	95,041	96,830
Total current assets	1,214,417	1,144,119
Property and equipment, net	1,009,066
Total assets	2,223,483	1,144,119
Current liabilities:
Accounts payable and accrued expenses	1,327,551	454,055
Dividends payable	857,481	130,000
Note payable, net	1,014,444
Liabilities of discontinued operations	1,318,806	1,312,711
Total current liabilities	4,518,282	1,896,766
Commitment and Contingencies – Note 12
Stockholders’ deficit:
Preferred stock - $0.001 par value, 5,000,000 authorized, 3,864 Series C-1, 1,276 Series C-2, 17,364 Series D, 24,172 Series E and 450 Series F issued and outstanding at June 30, 2024 and 5,000,000 authorized, 2,645 Series B-1 and 1,905 Series B-2 issued and outstanding at December 31, 2023.	47	5
Common stock - $0.001 par value, 60,000,000 authorized; 1,494,272 issued and outstanding at June 30, 2024 and 1,148,321 issued and outstanding at December 31, 2023.	1,150	1,149
Additional paid-in capital	55,432,952	55,184,524
Accumulated deficit	(57,728,948)	(55,938,325)
Total stockholders’ deficit	(2,294,799)	(752,647)
Total liabilities and stockholders’ deficit	$ 2,223,483	$ 1,144,119

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 12 - Subsequent Events

Issuance of promissory notes

Between September 12, 2024 and October 30, 2024, the Company issued promissory notes (the “September-October 2024 Notes”) to certain lenders in the aggregate principal amount of $840,000, for an aggregate purchase price from the Lenders of $600,000. The September-October 2024 Notes are unsecured and mature on the earlier of (i) the date of consummation of any offering or offerings, individually or in the aggregate, of securities with gross proceeds of at least $1,000,000, and (ii) June 18, 2025.

Issuance of Series G convertible preferred stock

On November 12, 2024, the Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, 4,676 shares of Series G convertible preferred stock, par value $0.001 per share (“Series G Preferred Stock”) and warrants (the “Warrants”, and, together with the Series G Preferred Stock, the “Securities”), (at a purchase price of $800 for each Preferred Share and Warrant to purchase one share of Common Stock) for aggregate proceeds of $3,740,000. Such investment is referred to as the “PIPE Financing”. As of November 14, 2024, the Company consummated the PIPE Financing. Additional sales of Series G Preferred Stock and related Warrants may be made in future closings. The Company has used $2,240,000 of the proceeds of the PIPE Financing to repay $2,240,000 of outstanding promissory notes of the Company and intends to use the remainder of the net proceeds of this offering for general corporate purposes.

Third party audit

On November 22, 2024, following a post-payment records review, the Company received notification from Covent Bridge Group that it estimates The Ozzie Smith Center in St. Louis, MO was overpaid CMS funds in the amount of $1,096,346.51. That estimated extrapolated overpayment is associated with claims of service from February 26, 2020 through January 2, 2024. It followed the review of 83 claim line items and an actual overpayment of $8,284.51 for claims with dates of service from September 1, 2022 through October 4, 2022. The Company is currently planning to appeal by filing a redetermination request.

Lease

The Company and its subsidiary are in default in a foreclosure action regarding a lease for its former clinic location in Tampa, Florida. The Company has surrendered the premises and is in discussions with the landlord regarding outstanding amounts. At present, we cannot evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss.

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 35,000	$ 87,000	$ 35,000	$ 233,000

Discontinued operations (Tables)

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement

	June 30,		December 31,
	2024		2023

Assets
Accounts receivable, net	$	-	$	-
Other current assets		-		1,028
Property and equipment, net		-		762
Other assets		95,041		95,040
Net assets from discontinued operations	$	95,041	$	96,830

Liabilities
Accounts payable and accrued expenses	$	868,040	$	860,221
Other current liabilities		163,792		108,088
Other liabilities		286,974		344,402
Net liabilities from discontinued operations	$	1,318,806	$	1,312,711

The following table shows the unaudited results of income (loss) from discontinued operations:

	2024 (unaudited)			2023 (unaudited)
	June 30,
	2024			2023
Patient revenues, net	$	-		$	3,437,338

Operating expenses (recovery)		(83,412	)		4,687,372
Other expenses		12,030			1,396,166
Total (recovery) costs and expenses		(71,382	)		6,083,538

Income (loss) from discontinued operations, net of income taxes	$	71,382		$	(2,646,200	)

Schedule of Concentration Risk

As of June 30, 2024 and December 31, 2023, the Company had discontinued operations revenue and accounts receivable concentrations:

Schedule of Concentration Risk

	June 30, 2024						December 31, 2023
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable

Medicare payment		0	%		0	%		24	%		0	%

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation – Interim Financial Statements	*Basis of Presentation – Interim Financial Statements* The unaudited consolidated financial statements for the three and six months ended June 30, 2024 and 2023 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments necessary to present fairly our consolidated financial position, results of operations, and cash flows as of June 30, 2024 and 2023, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Accordingly, the unaudited consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of our financial position and results of operations and should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2023 included in our Annual Report on Form 10-K/A filed with the SEC on May 2, 2024.
Principles of Consolidation	*Principles of Consolidation* The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Revenue Recognition	*Revenue Recognition* The Company’s continuing revenues are from individual patient protein analysis and collaborations with biopharmaceutical companies. The fees for individual patient services are billed either to the patient or a third-party payor, including Medicare. The fees for the biopharmaceutical collaborations are billed directly to the company.
Recently Issued Accounting Standards	*Recently Issued Accounting Standards* On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The new standard is effective for the Company for its fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard. On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The new standard is effective for the Company for its fiscal year ending December 31,2024, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

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+ Details

Schedule of Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,044,000	$ 762
Less: accumulated depreciation	(35,000)
accumulated depreciation	(35,000)	762
Total property and equipment, net	1,009,000	762
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,044,000	$ 762
Property, Plant and Equipment, Useful Life	5 years

Preferred Stock (Details Narrative) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Class of Stock [Line Items]
Proceeds from sale of preferred stock \| $	$ 1,350
Warrants to purchase share \| $	$ 2,800
Exercise price of warrants \| $ / shares	$ 2.60
Warrants \| $	$ 8,400
Measurement Input, Option Volatility [Member]
Class of Stock [Line Items]
Warrant measurement input	5 years
Warrant measurement input	157
Measurement Input, Expected Dividend Rate [Member]
Class of Stock [Line Items]
Warrant measurement input	0
Measurement Input, Risk Free Interest Rate [Member]
Class of Stock [Line Items]
Warrant measurement input	4.33
Series C-2 Preferred Stock [Member]
Class of Stock [Line Items]
Stock sold during peirod	1,276
Preferred stock dividend percentage	10.00%
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Stock sold during peirod	17,364
Preferred stock dividend percentage	10.00%
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Stock sold during peirod	24,172
Preferred stock dividend percentage	10.00%
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Stock sold during peirod	450
Preferred stock dividend percentage	10.00%
SeriesB-1 and B-2 Preferred Stock [Member]
Class of Stock [Line Items]
Exchange of shares	4,550
Series C-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock dividend percentage	10.00%

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022		$ 1,098	$ 51,169,898	$ (46,519,740)	$ 4,651,256
Balance, shares at Dec. 31, 2022		1,097,843
Net loss				(5,101,960)	(5,101,960)
Issuance of common stock from ATM		$ 3	16,647		16,650
Issuance of common stock from ATM, shares		2,725
Issuance of common stock - compensation		$ 9	47,373		47,382
Issuance of common stock - compensation, shares		8,767
Share based compensation, net			27,702		27,702
Balance at Jun. 30, 2023		$ 1,110	51,261,620	(51,621,700)	(358,970)
Balance, shares at Jun. 30, 2023		1,109,335
Balance at Mar. 31, 2023		$ 1,101	51,214,247	(50,218,393)	996,955
Balance, shares at Mar. 31, 2023		1,100,568
Net loss				(1,403,307)	(1,403,307)
Issuance of common stock		$ 9	47,373		47,382
Issuance of common stock, shares		8,767
Balance at Jun. 30, 2023		$ 1,110	51,261,620	(51,621,700)	(358,970)
Balance, shares at Jun. 30, 2023		1,109,335
Balance at Dec. 31, 2023	$ 5	$ 1,149	55,184,524	(55,938,325)	(752,647)
Balance, shares at Dec. 31, 2023	4,550	1,148,321
Issuance of preferred stock net of issuance costs	$ 43		975,909		975,952
Issuance of preferred stock net of issuance costs, shares	43,462
Dividends declared			(727,481)		(727,481)
Conversion of preferred stock into common shares	$ (1)	$ 1
Conversion of preferred stock into common shares, shares	(886)	345,951
Net loss				(1,790,623)	(1,790,623)
Balance at Jun. 30, 2024	$ 47	$ 1,150	55,432,952	(57,728,948)	(2,294,799)
Balance, shares at Jun. 30, 2024	47,126	1,494,272
Balance at Mar. 31, 2024	$ 5	$ 1,149	55,105,159	(56,345,544)	(1,239,231)
Balance, shares at Mar. 31, 2024	4,550	1,148,321
Issuance of preferred stock net of issuance costs	$ 43		975,909		975,952
Issuance of preferred stock net of issuance costs, shares	43,462
Dividends declared			(648,116)		(648,116)
Conversion of preferred stock into common shares	$ (1)	$ 1
Conversion of preferred stock into common shares, shares	(886)	345,951
Net loss				(1,383,404)	(1,383,404)
Balance at Jun. 30, 2024	$ 47	$ 1,150	$ 55,432,952	$ (57,728,948)	$ (2,294,799)
Balance, shares at Jun. 30, 2024	47,126	1,494,272

Schedule of Net Loss Per Share (Details) - shares	6 Months Ended
Schedule of Net Loss Per Share (Details) - shares	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	16,166,773	402,950
Common Stock Purchase Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	2,928,231	398,582
Series C-1 Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	1,043,388
Series C-2 Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	509,318
Series D Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	4,828,637
Series E Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	6,721,844
Series F Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	134,043
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	1,312	4,368

Preferred Stock

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Preferred Stock

Note 7 – Preferred Stock

Preferred Stock sold for cash

During the six months ended June 30, 2024, the Company sold 1,276, 17,364, 24,172 and 450 shares of Series C-2, Series D, Series E and Series F respectively for gross proceeds of $1.35 million.

Series C-2, Series D, Series E and Series F have dividends equal to 10% per annum.

In connection with the sale of Preferred Stock, the Company issued common stock purchase warrants of 2.8 million with a weighted average exercise price of $2.60. The warrants were accounted for in equity and have a value of $8.4 million.

Inputs associated with the value of those warrants is Contractual term of 5 years, Volatility of 157%, Dividend Yield of 0% and risk free rate of 4.33%.

Preferred stock exchanged

During the six months ended June 30, 2024, certain investors exchanged 4,550 shares of Series B-1 and B-2 for shares of Series C-1. The share exchange was accounted for as a modification; however, the difference in fair value was de minimis. The Series C-1 have dividends equal to 10% per annum.

Liquidation preference

Liquidation Value

	Total Value
Series C & F	$	6,269,000
Series D & E		46,209,000
Total	$	52,478,000

Discontinued operations

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued operations

Note 10 – Discontinued operations

	June 30,		December 31,
	2024		2023

Assets
Accounts receivable, net	$	-	$	-
Other current assets		-		1,028
Property and equipment, net		-		762
Other assets		95,041		95,040
Net assets from discontinued operations	$	95,041	$	96,830

Liabilities
Accounts payable and accrued expenses	$	868,040	$	860,221
Other current liabilities		163,792		108,088
Other liabilities		286,974		344,402
Net liabilities from discontinued operations	$	1,318,806	$	1,312,711

The following table shows the unaudited results of income (loss) from discontinued operations:

	2024 (unaudited)			2023 (unaudited)
	June 30,
	2024			2023
Patient revenues, net	$	-		$	3,437,338

Operating expenses (recovery)		(83,412	)		4,687,372
Other expenses		12,030			1,396,166
Total (recovery) costs and expenses		(71,382	)		6,083,538

Income (loss) from discontinued operations, net of income taxes	$	71,382		$	(2,646,200	)

Revenue and Accounts Receivable

As of June 30, 2024 and December 31, 2023, the Company had discontinued operations revenue and accounts receivable concentrations:

Schedule of Concentration Risk

	June 30, 2024						December 31, 2023
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable

Medicare payment		0	%		0	%		24	%		0	%

Common stock purchase warrants

6 Months Ended

Jun. 30, 2024

Common Stock Purchase Warrants

Common stock purchase warrants

Note 8 – Common stock purchase warrants

Schedule of Number of Warrants

	Number of Warrants			Weighted Average Exercise Price Per Share

January 1, 2024		2,474,284		$	8.80
Granted		2,756,084			2.60
Expired		(2,302,137	)		8.62
June 30, 2024		2,928,231		$	4.12

Commitments and Contingencies (Details Narrative) - Covent Bridge Group [Member] - USD ($)				1 Months Ended
	May 27, 2022	May 17, 2022	Oct. 21, 2021	Oct. 04, 2022	Dec. 31, 2021	Dec. 31, 2023	Jun. 30, 2023
Overpaid amount				$ 8,284.51
Accounts receivable						$ 90,000
Contractor [Member]
Overpaid amount		$ 10,420.22	$ 2,716,056.33
Statistical extrapolation			$ 6,791.33
Accounts payable	$ 481,666.00				$ 2,709,265
Accounts receivable						$ 138,000	$ 100,000
Contractor [Member] \| Advantage Therapy [Member]
Overpaid amount		$ 492,086.22

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Net Loss Per Share

	2024		2023
	June 30,
	2024		2023

Common Stock Purchase Warrants		2,928,231		398,582
Preferred shares C-1		1,043,388		-
Preferred shares C-2		509,318		-
Preferred shares D		4,828,637		-
Preferred shares E		6,721,844		-
Preferred shares F		134,043		-
Stock options		1,312		4,368
Anti-dilutive shares		16,166,773		402,950

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation – Interim Financial Statements

The unaudited consolidated financial statements for the three and six months ended June 30, 2024 and 2023 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments necessary to present fairly our consolidated financial position, results of operations, and cash flows as of June 30, 2024 and 2023, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Accordingly, the unaudited consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of our financial position and results of operations and should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2023 included in our Annual Report on Form 10-K/A filed with the SEC on May 2, 2024.

Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

Revenue Recognition

The Company’s continuing revenues are from individual patient protein analysis and collaborations with biopharmaceutical companies. The fees for individual patient services are billed either to the patient or a third-party payor, including Medicare. The fees for the biopharmaceutical collaborations are billed directly to the company.

Recently Issued Accounting Standards

On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The new standard is effective for the Company for its fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The new standard is effective for the Company for its fiscal year ending December 31,2024, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.