Nutex Health Inc 10-Q, filed Aug 19, 2020
Nutex Health Inc. (NUTX)
About this 10-Q
Nutex Health Inc filed this 10-Q on August 19, 2020, covering the quarter ended June 30, 2020.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 2020
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission file number 000-53862
Clinigence Holdings, Inc.
(Exact name of small business issuer as specified in its charter)
| Delaware | 11-3363609 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
501 1st Avenue North, Suite 901
St. Petersburg, FL 33701
(Address of Principal Executive Offices) (Zip Code)
(678)
607-6393
(Issuer’s Telephone Number, Including Area
Code)
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 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☒ |
| (Do not check if a smaller reporting company) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | CLNH |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The Registrant had 5,274,186 (not including 20 thousand shares held in treasury) shares of the Registrant’s $0.001 par value common stock outstanding.
| 1 |
Clinigence
Holdings, Inc.
Form 10-Q
| Part I — Financial Information | ||
| Item 1. | Financial Statements: | |
| Unaudited Condensed Consolidated Balance Sheets | 3 | |
| Unaudited Condensed Consolidated Statements of Operations | 4 | |
| Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity | 5 | |
| Unaudited Condensed Consolidated Statements of Cash Flows | 6 | |
| Unaudited Condensed Notes to Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
| Item 4. | Controls and Procedures | 35 |
| Part II — Other Information | ||
| Item 1. | Legal Proceedings | 36 |
| Item 1A. | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 54 |
| Item 3. | Defaults upon Senior Securities | 54 |
| Item 4. | Removed and Reserved | 54 |
| Item 5. | Other Information | 54 |
| Item 6. | Exhibits | 54 |
| 2 |
PART I — FINANCIAL INFORMATION
Item 1 — Financial Statements
| CLINIGENCE HOLDINGS, INC. | ||||||||
| (FORMERLY KNOWN AS IGAMBIT INC.) | ||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| (UNAUDITED) | ||||||||
| JUNE 30, | DECEMBER 31, | |||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 63,622 | $ | 1,065,434 | ||||
| Accounts receivable | 126,084 | 100,183 | ||||||
| Inventory | — | 26,988 | ||||||
| Prepaid expenses and other current assets | 175,288 | 50,747 | ||||||
| Total current assets | 364,994 | 1,243,352 | ||||||
| Long-term assets | ||||||||
| Property and equipment, net | 73,143 | 83,353 | ||||||
| Right of use asset, net | 223,576 | 247,196 | ||||||
| Investment in AHA | 6,402,278 | — | ||||||
| Intangible assets, net | — | 1,535,974 | ||||||
| Goodwill | — | 3,471,508 | ||||||
| Deposits and other assets | 11,231 | 11,121 | ||||||
| Restricted cash | 100,000 | 100,000 | ||||||
| Total assets | $ | 7,175,222 | $ | 6,692,504 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 585,799 | $ | 1,752,659 | ||||
| Accrued interest on notes payable | 57,831 | 34,358 | ||||||
| Due to related parties | — | 128,477 | ||||||
| Lease liability - current | 53,151 | 50,406 | ||||||
| Deferred revenue | 35,412 | 165,560 | ||||||
| Current portion of convertible notes payable | — | 2,112,060 | ||||||
| Current portion of notes payable | 332,300 | 366,933 | ||||||
| Total current liabilities | 1,064,493 | 4,610,453 | ||||||
| Long-term liabilities | ||||||||
| Notes payable | 150,000 | — | ||||||
| Lease liability - long term | 196,260 | 223,618 | ||||||
| Total liabilities | 1,410,753 | 4,834,071 | ||||||
| Stockholders' equity | ||||||||
| Preferred stock, $.001 par value; authorized - 100,000,000 shares; issued and outstanding - 0 shares in 2020 and 2019, respectively | — | — | ||||||
| Common stock, $.001 par value; authorized - 800,000,000 shares; 4,874,999 and 4,649,179 shares issued and 4,854,999 and 4,649,179 shares outstanding as of June 30, 2020 and December 31, 2019, respectively | 4,875 | 4,649 | ||||||
| Additional paid-in capital | 16,689,042 | 14,422,579 | ||||||
| Accumulated deficit | (10,928,278 | ) | (12,568,795 | ) | ||||
| 5,765,639 | 1,858,433 | |||||||
| Less: Treasury stock; 1,000 shares, at cost | (1,170 | ) | — | |||||
| Total stockholders' equity | 5,764,469 | 1,858,433 | ||||||
| Total liabilities and stockholders' equity | $ | 7,175,222 | $ | 6,692,504 | ||||
| See accompanying notes to the consolidated financial statements. | ||||||||
| 3 |
| CLINIGENCE HOLDINGS, INC. | ||||||||||||||||
| (FORMERLY KNOWN AS IGAMBIT INC.) | ||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
| (UNAUDITED) | ||||||||||||||||
| THREE MONTHS | SIX MONTHS | |||||||||||||||
| ENDED | ENDED | |||||||||||||||
| JUNE 30, | JUNE 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Sales | $ | 378,588 | $ | 445,279 | $ | 844,218 | $ | 657,414 | ||||||||
| Cost of sales | 264,859 | 327,056 | 463,987 | 495,509 | ||||||||||||
| Gross profit | 113,729 | 118,223 | 380,231 | 161,905 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | 314,255 | 282,462 | 429,134 | 463,710 | ||||||||||||
| Sales and marketing | 52,668 | 94,689 | 173,848 | 161,552 | ||||||||||||
| General and administrative expenses | 1,341,701 | 1,179,503 | 2,177,753 | 1,900,985 | ||||||||||||
| Amortization | 87,726 | 47,211 | 222,032 | 47,211 | ||||||||||||
| Total operating expenses | 1,796,350 | 1,603,865 | 3,002,767 | 2,573,458 | ||||||||||||
| Loss from operations | (1,682,621 | ) | (1,485,642 | ) | (2,622,536 | ) | (2,411,553 | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Loss on sale of subsidiary | — | — | (157,574 | ) | — | |||||||||||
| Gain on sale of assets | 4,862,948 | — | 4,862,948 | — | ||||||||||||
| Loss on extinguishment of debt | (167,797 | ) | (130,140 | ) | (167,797 | ) | (130,140 | ) | ||||||||
| Interest expense | (249,283 | ) | (14,774 | ) | (314,276 | ) | (57,024 | ) | ||||||||
| Total other income (expenses) | 4,445,868 | (144,914 | ) | 4,223,301 | (187,164 | ) | ||||||||||
| Income (loss) from continuing operations | 2,763,247 | (1,630,556 | ) | 1,600,765 | (2,598,717 | ) | ||||||||||
| Income from discontinued operations (including gain on disposal of $142,027 for the six months ended June 30, 2020) | — | — | 39,752 | — | ||||||||||||
| Net income (loss) | $ | 2,763,247 | $ | (1,630,556 | ) | $ | 1,640,517 | $ | (2,598,717 | ) | ||||||
| Basic and fully diluted income (loss) per common share: | ||||||||||||||||
| Continuing operations | $ | .59 | $ | (.44 | ) | $ | .34 | (.83 | ) | |||||||
| Discontinued operations | $ | — | $ | — | $ | .01 | — | |||||||||
| Net income (loss) per common share | $ | .59 | $ | (.44 | ) | $ | .35 | (.83 | ) | |||||||
| Weighted average common shares outstanding - basic and fully diluted | 4,651,661 | 3,733,206 | 4,650,420 | 3,132,936 | ||||||||||||
| See accompanying notes to the consolidated financial statements. | ||||||||||||||||
| 4 |
| CLINIGENCE HOLDINGS, INC. | ||||||||||||||||||||||||
| (FORMERLY KNOWN AS IGAMBIT INC.) | ||||||||||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | ||||||||||||||||||||||||
| SIX MONTHS ENDED JUNE 30, 2020 AND 2019 | ||||||||||||||||||||||||
| (UNAUDITED) | ||||||||||||||||||||||||
| Common stock | ||||||||||||||||||||||||
| Shares | Amount | Paid-in Capital | Accumulated Deficit | Treasury Stock | Totals | |||||||||||||||||||
| Balances, December 31, 2019 | 4,649,179 | $ | 4,649 | $ | 14,422,579 | $ | (12,568,795 | ) | $ | — | $ | 1,858,433 | ||||||||||||
| Options issued for services | — | — | 848,778 | — | — | 848,778 | ||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | (1,170 | ) | (1,170 | ) | ||||||||||||||||
| Net loss | (1,122,730 | ) | (1,122,730 | ) | ||||||||||||||||||||
| Balances, March 31, 2020 | 4,649,179 | $ | 4,649 | $ | 15,271,357 | $ | (13,691,525 | ) | $ | (1,170 | ) | $ | 1,583,311 | |||||||||||
| Options issued for services | — | — | 1,056,599 | — | — | 1,056,599 | ||||||||||||||||||
| Common stock issued for services | 225,820 | 226 | 361,086 | — | — | 361,312 | ||||||||||||||||||
| Net income | 2,763,247 | 2,763,247 | ||||||||||||||||||||||
| Balances, June 30, 2020 | 4,874,999 | $ | 4,875 | $ | 16,689,042 | $ | (10,928,278 | ) | $ | (1,170 | ) | $ | 5,764,469 | |||||||||||
| Balances, December 31, 2018 | 1,775,064 | $ | 1,775 | $ | 3,953,147 | $ | (5,452,275 | ) | $ | — | $ | (1,497,353 | ) | |||||||||||
| Common stock issued for cash | 479,468 | 479 | 2,664,521 | — | — | 2,665,000 | ||||||||||||||||||
| Common stock issued for services | 212,522 | 212 | 449,842 | — | — | 450,054 | ||||||||||||||||||
| Common stock issued in Qualmetrix acquisition | 1,124,594 | 1,125 | 4,167,094 | — | — | 4,168,219 | ||||||||||||||||||
| Net loss | (968,161 | ) | — | (968,161 | ) | |||||||||||||||||||
| Balances, March 31, 2019 | 3,591,648 | $ | 3,591 | $ | 11,234,604 | $ | (6,420,436 | ) | $ | — | $ | 4,817,759 | ||||||||||||
| Common stock issued for cash | 233,886 | 234 | 1,299,766 | — | — | 1,300,000 | ||||||||||||||||||
| Common shares cancelled | (143,642 | ) | (144 | ) | 144 | — | — | — | ||||||||||||||||
| Notes payable converted to common stock | 143,642 | 144 | 530,248 | — | — | 530,392 | ||||||||||||||||||
| Net loss | (1,630,556 | ) | — | (1,630,556 | ) | |||||||||||||||||||
| Balances, June 30, 2019 | 3,825,534 | $ | 3,825 | $ | 13,064,762 | $ | (8,050,992 | ) | $ | — | $ | 5,017,595 | ||||||||||||
| See accompanying notes to the consolidated financial statements. | ||||||||||||||||||||||||
| 5 |
| CLINIGENCE HOLDINGS, INC. | ||||||||
| (FORMERLY KNOWN AS IGAMBIT INC.) | ||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| SIX MONTHS ENDED JUNE 30, | ||||||||
| (UNAUDITED) | ||||||||
| 2020 | 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | 1,640,517 | $ | (2,598,717 | ) | |||
| (Income) loss from discontinued operations | (39,752 | ) | — | |||||
| Net income (loss) from continuing operations | 1,600,765 | (2,598,717 | ) | |||||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation | 9,081 | 5,356 | ||||||
| Amortization | 82,633 | 58,315 | ||||||
| Non cash interest expense | 474,344 | — | ||||||
| Gain on sale of assets | (4,862,948 | ) | ||||||
| Loss on extinguishment of debt | 167,797 | 130,140 | ||||||
| Stock-based compensation expense | 2,266,689 | 541,934 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (35,901 | ) | (96,803 | ) | ||||
| Prepaid expenses and other current assets | (128,913 | ) | 48,876 | |||||
| Deposits and other assets | (410 | ) | — | |||||
| Accounts payable and accrued expenses | (758,100 | ) | 49,620 | |||||
| Accrued interest on notes payable | (27,335 | ) | — | |||||
| Lease liability | (24,613 | ) | — | |||||
| Deferred revenue | (130,148 | ) | 172,682 | |||||
| Net cash used in continuing operating activities | (1,367,059 | ) | (1,688,597 | ) | ||||
| Net cash provided by discontinued operating activities | — | — | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | (1,367,059 | ) | (1,688,597 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash acquired in Qualmetrix, Inc. | — | 22,918 | ||||||
| Purchases of property and equipment | — | (84,220 | ) | |||||
| Net cash used in continuing investing activities | — | (61,302 | ) | |||||
| Net cash used in discontinued investing activities | (2,656 | ) | — | |||||
| NET CASH USED IN INVESTING ACTIVITIES | (2,656 | ) | (61,302 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of common stock | — | 3,687,450 | ||||||
| Payments on note receivable - related party | — | (393,093 | ) | |||||
| Proceeds from notes payable | 461,125 | — | ||||||
| Payments on notes payable | (92,052 | ) | (636,033 | ) | ||||
| Payments on convertible notes payable | — | (200,000 | ) | |||||
| Net cash provided by continuing financing activities | 369,073 | 2,458,324 | ||||||
| Net cash used in discontinued financing activities | (1,170 | ) | — | |||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 367,903 | 2,458,324 | ||||||
| NET INCREASE (DECREASE) IN CASH | (1,001,812 | ) | 708,425 | |||||
| CASH - BEGINNING OF PERIOD | 1,065,434 | 119,267 | ||||||
| CASH - END OF PERIOD | $ | 63,622 | $ | 827,692 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 9,130 | $ | 45,920 | ||||
| Non-cash investing and financing activities: | ||||||||
| Treasury stock acquired in sale of discontinued operations | $ | 1,170 | $ | — | ||||
| Investment in AHA in exchange of assets sold and liabilities assumed | $ | 6,402,278 | $ | — | ||||
| Common stock issued for acquisition of Qualmetrix, Inc. | $ | — | $ | 937,395 | ||||
| Common stock issued for convertible debt | $ | — | $ | 89,956 | ||||
| See accompanying notes to the consolidated financial statements. | ||||||||
| 6 |
CLINIGENCE HOLDINGS, INC.
(FORMERLY KNOWN AS IGAMBIT INC.)
Notes to Condensed Consolidated Financial Statements
Six Months Ended June 30, 2020 and 2019
Note 1 - Organization and Basis of Presentation
The consolidated financial statements presented are those of Clinigence Holdings, Inc., formerly known as iGambit Inc., (the “Company”) and its wholly-owned subsidiaries, Clinigence Health, Inc. (“Clinigence”) and HealthDatix, Inc. (“HealthDatix”). The Company’s name was changed to Clinigence Holdings, Inc. on October 29, 2019 in connection with a reverse merger. In October 2018, Clinigence was incorporated as a wholly-owned subsidiary of Clinigence LLC. The Company is a population health analytics company that provides turnkey SaaS solutions that enable connected intelligence across the care continuum by transforming massive amounts of data into actionable insights. The Company’s solutions help healthcare organizations throughout the United States improve the quality and cost-effectiveness of care, enhance population health management and optimize provider networks. The Company enables risk-bearing healthcare organizations achieve their objectives on the path to value-based care. The Company’s platform automatically extracts and delivers targeted data insights from its cloud-based analytics engine directly to the workflows and technologies of its customers. This enhances end-user workflows with actionable analytics, seamlessly delivers data from disparate sources to the point of engagement, automates the delivery of data to ensure on-time access, and reduces dependency on non-essential applications from the end-user’s workflow. All of this allows the healthcare organization to enable population health management, manage cost and utilization, improve quality, identify gaps in care, risk stratify and target patients, increase collaboration among providers and to optimize network provider performance.
Interim Financial Statements
The following (a) condensed consolidated balance sheet as of December 31, 2019, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on May 14, 2020.
Sale of Intellectual Property
On May 27, 2020, Clinigence Holdings Inc. entered into an Intellectual Property Asset Purchase Agreement (the “IP APA Agreement”) by and among Clinigence Health, Inc., a Delaware corporation (“Clinigence Health” or “Seller”), Clinigence Holdings, Inc., a Delaware corporation (“CLNH” or “Shareholder”), AHA Analytics, Inc., a Delaware corporation (“Purchaser”) and Accountable Healthcare America Inc., a Delaware corporation (“AHA”). The transactions contemplated by the IP APA Agreement were consummated on May 29, 2020 (the “Closing”).
| 7 |
The IP APA Agreement provided for the sale of certain intellectual property and rights, including but not limited to copyrights, patents, pending patents, and continuation in part, (the “Transferred Assets”) to Purchaser from the Seller, hereafter referred to as the “Asset Sale.”
Subject to the provisions of the IP APA Agreement, the Asset Sale provided for an aggregate purchase price (“Purchase Price”) to Seller and Shareholder equal to the sum of the Series E Preferred Stock, (the “Preferred Stock”), the Assumed Liabilities, and an adjustment to the Stated Value.
The Preferred Stock shall have an initial stated value of $15,000,000 in the aggregate, unless there is an adjustment to the Stated Value, as mentioned below. The Stated Value, however, shall be reduced by the Assumed Liabilities as set forth herein which includes the Hold Back amount as set forth in Article 9 of the IP APA Agreement, and shall automatically convert upon either of the following events:
| (1) | Immediately before (A) the Purchaser’s consummation of a merger with or an acquisition by a Publicly Traded Company listed on NASDAQ all of the Preferred Shares shall be automatically converted into shares of Common Stock of Purchaser or (B) upon Purchaser’s consummation of the Merger into Common Shares of the Publicly Traded Company (“Pubco Shares”) equal to the Stated Value (as may be adjusted in accordance with the terms of the Certificate of Designation), which Pubco Shares shall be valued at the Fair Market Value of those shares; |
| (2) | After two hundred and forty (240) days from the date of Closing, if the merger with or an acquisition by a Publicly Traded Company has not occurred, the Preferred Stock shall automatically convert into 3,750,000 of Common Shares of Stock of the Purchaser, based upon a $4 per share valuation on the date of Conversion. |
The investment in AHA was recorded at $6,402,278 based on 1,252,892 shares outstanding at a fair value of $5.11 per share from a fair market value opinion on the Preferred Stock outstanding on the Closing date.
The Assumed Liabilities consist of the following:
| Convertible notes payable | $ | 2,442,875 | ||
| Related party loan payable | 128,477 | |||
| Note payable - Jerrold Young | 15,000 | |||
| Note payable - Lighter Capital | 489,770 | |||
| Accounts payable | 323,563 | |||
| Accrued interest on notes payable | 9,454 | |||
| $ | 3,409,139 |
The initial Stated Value of $15,000,000 (less the Assumed Liabilities) in the aggregate upon the Purchaser’s consummation of a merger with or an acquisition by a Publicly Traded Company listed on NASDAQ (the “Merger”) shall be based upon a minimum valuation of Purchaser equal to twelve (12) times the Audited EBITDA of Purchaser upon the closing of the Merger (the “Valuation”). Should the Purchaser’s Valuation in a Merger be adjusted downward due to market conditions, as reflected in and governed by the terms of, the definitive agreements relating to such Merger between Purchaser and the Publicly Traded Company, the Stated Value shall be adjusted downward proportionally.
| 8 |
Gain on sale of assets reported in the statements of operations consists of the following:
| Investment in AHA Series E Preferred Stock | $ | 6,402,278 | ||
| Assumed liabilities | 3,409,139 | |||
| Less assets sold: | ||||
| Intangible assets | (1,476,981 | ) | ||
| Goodwill | (3,471,508 | ) | ||
| Gain on sale of assets | $ | 4,862,928 |
Business Acquisitions
A) Reverse Merger
On August 8, 2019, iGambit, Inc. entered into an Agreement and Plan of Merger (the “Reverse Merger Agreement”) by and among Clinigence Health, Inc., a Delaware corporation (“Clinigence”), iGambit, Inc., a Delaware corporation (“iGambit” or the “Company”), HealthDatix, Inc., a Delaware corporation and wholly owned subsidiary of iGambit (“Merger Sub”), and John Salerno, an individual and holder of shares of iGambit capital stock constituting a majority of the votes eligible to be cast by all of the stockholders of iGambit (the “Signing Stockholder”). The transactions contemplated by the Reverse Merger Agreement were consummated on October 29, 2019 (the “Closing”).
The Reverse Merger Agreement provided for the merger of Merger Sub with and into Clinigence, hereafter referred to as the “Acquisition.” As a result of the Acquisition, Merger Sub ceased to exist, and Clinigence became the surviving corporation and a direct wholly owned subsidiary of iGambit, and the former stockholders of Clinigence (the “Clinigence Stockholders”) have a direct equity ownership and controlling interest in iGambit. Merger Sub was renamed Clinigence Health Inc. iGambit was renamed Clinigence Holdings, Inc. Merger Sub was originally incorporated in Delaware on October 17, 2013 and had no operating activity prior to the reported transaction.
At the Closing, all of the outstanding shares of Clinigence common stock (the “Clinigence Shares”) were converted solely into the right to receive a number of shares of iGambit common stock (the “Company Shares”) such that the holders of outstanding equity of Clinigence immediately prior to the Closing own 85%, on a fully-diluted basis, of the outstanding equity of iGambit immediately following the Closing, and holders of outstanding equity of iGambit immediately prior to the Closing own 15%, on a fully-diluted basis, of the outstanding equity of iGambit. For each share of Clinigence Shares, each former Clinigence Stockholder received 0.22489093 shares of Company Shares after giving effect to the reverse stock split.
The Business Combination was treated as a “reverse acquisition” for accounting purposes, whereby Clinigence is considered the acquirer for accounting purposes, and the historical financial statements before the Business Combination have been replaced with the historical financial statements of Clinigence and its subsidiaries before the Business Combination.
In connection with the Acquisition, the Company amended its certificate of incorporation to (i) effect a reverse stock split of the Company Shares at a ratio of 1 for 500 (the “Reverse Split Certificate of Amendment”), and (ii) change its name to Clinigence Holdings, Inc. (the “Name Change Certificate of Amendment”).
| 9 |
The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the reverse merger:
| Consideration: | ||||
| Issuance of 797,108 shares of common stock | $ | 836,963 | ||
| Net liabilities assumed | 1,467,897 | |||
| Total consideration | $ | 2,304,860 | ||
| Assets Acquired: | ||||
| Current assets | $ | 46,209 | ||
| Property, equipment, and other non-current assets | 1,593 | |||
| Goodwill | 2,257,058 | |||
| Total assets acquired | $ | 2,304,860 | ||
B) QualMetrix Acquisition
On March 1, 2019, prior to the reverse merger referred to above, the Company entered into a Contribution Agreement by and among Clinigence Holdings, Inc. (“Holdings”), Qualmetrix, Inc. (“QMX”), and the Members of Clinigence, LLC (“Agreement”) whereby Clinigence Holdings, Inc. acquired all of the assets and operations and assumed all of the liabilities of Qualmetrix, Inc. The Company acquired QMX to further its SAAS-based offerings to its customers and expand into new markets. The goodwill is derived largely from the expected growth of the Company, as well as synergies and economies of scale expected from combining the operations of QMX with the Company. Pursuant to the Agreement, all of the outstanding Series A and Series B Preferred Stock and Common Stock of Qualmetrix, Inc. totaling 34,726,659 shares were exchanged for 5,021,950 common shares of Clinigence Holdings, Inc. All outstanding shares of Qualmetrix, Inc. immediately preceding the exchange were treated as one class. On the date of the transaction, the shares of common stock issued to Qualmetrix, Inc. had an estimated fair value of $0.83 per share based on an independent valuation.
The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the Qualmetrix, Inc. business combination:
| Consideration: | ||||
| Issuance of 5,021,950 shares of common stock | $ | 4,168,219 | ||
| Net liabilities assumed | 989,805 | |||
| Total consideration | $ | 5,158,024 | ||
| Assets Acquired: | ||||
| Current assets | $ | 24,698 | ||
| Property, equipment, and other non-current assets | 7,818 | |||
| Identifiable intangible assets | 1,654,000 | |||
| Goodwill | 3,471,508 | |||
| Total assets acquired | $ | 5,158,024 | ||
| 10 |
Note 2 – Discontinued Operations
Sale of Business
On April 21, 2020 (effective March 1, 2020) the Company completed the sale of HealthDatix, Inc., a Florida corporation (“HDX FL”) to Jerry Robinson, Mary-Jo Robinson and Kathleen Shepherd (“HDX Management”) in accordance with a Stock Purchase Agreement (the “Purchase Agreement”) by and between the Company and HDX Management. Pursuant to the Purchase Agreement, the total consideration paid for the outstanding capital stock of HDX FL was the execution of Settlement and Release Agreements by HDX Management, releasing the Company from all obligations pursuant to certain HDX Management Employment Agreements dated April 1, 2017, and remittance of 1,000 shares of Clinigence common stock previously issued to HDX Management. As per the Purchase Agreement, the Company’s operations of HDX FL ended February 29, 2020 and HDX Management’s operation of the business is effective as of March 1, 2020.
The components of income from discontinued operations presented in the consolidated statements of operations for the six months ended June 30, 2020 are presented as follows:
| Sales | $ | 5,958 | ||
| Cost of sales | (6,795 | ) | ||
| General and administrative expenses | (101,100 | ) | ||
| Depreciation and amortization | (75 | ) | ||
| Interest expense | (263 | ) | ||
| Loss from operations | (102,275 | ) | ||
| Gain on disposal of HealthDatix | 142,027 | |||
| Income from discontinued operations | $ | 39,752 |
Note 3 – Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Clinigence Health, Inc., HealthDatix Inc. All intercompany accounts and transactions have been eliminated.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
| 11 |
Fair Value Measurements
The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 – quoted prices in active markets for identical assets or liabilities
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.
Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.
| 12 |
The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.
Revenue Recognition
Revenue is generated primarily by software licenses, training, and consulting. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis.
Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months.
SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis.
On January 1, 2019, the Company adopted the new revenue recognition standard Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit. Revenue from substantially all the Company’s contracts with customers continues to be recognized over time as performance obligations are satisfied.
The Company provides its customers with software licensing, training, and consulting through SaaS-based subscriptions. This subscription revenue represents revenue earned under contracts in which the Company bills and collects the charges for licensing and related services. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles:
1. Identifying the contract with a customer;
2. Identifying the performance obligations in the contract;
3. Determining the transaction price;
4. Allocating the transaction price to the performance obligations in the contract; and
5. Recognizing revenue when (or as) the Company satisfies its performance obligations.
Revenues from subscriptions are deferred and recorded as deferred revenue when cash payments are received in advance of the satisfaction of the Company’s performance obligations and recognized over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. The Company primarily invoices its customers on a monthly basis and does not provide any refunds, rights of return, or warranties to its customers.
| 13 |
Advertising Costs
The Company expenses advertising costs as incurred. Advertising costs of $33,791 and $26,217 were charged to operations for the six months ended June 30, 2020 and 2019, respectively. Advertising costs of $7,002 and $22,467 were charged to operations for the three months ended June 30, 2020 and 2019, respectively.
Cash and Cash Equivalents
Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does not have any cash equivalents as of June 30, 2020 and December 31, 2019. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured.
Accounts Receivable
The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment.
Inventory
Inventory consisting of finished products is stated at the lower of cost or net realizable value.
Property and equipment and depreciation
Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows:
| Office equipment and fixtures | 5-7 years |
| Computer hardware | 5 years |
| Computer software | 3 years |
| Development equipment | 5 years |
| 14 |
Amortization
Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows:
| Developed technology | 13 years | |||
| Customer relationships | 10 years |
Long-Lived Assets
The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows.
Deferred Revenue
Deposits from customers are not recognized as revenues, but as liabilities, until the following conditions are met: revenues are realized when cash or claims to cash (receivable) are received in exchange for goods or services or when assets received in such exchange are readily convertible to cash or claim to cash or when such goods/services are transferred. When such income item is earned, the related revenue item is recognized, and the deferred revenue is reduced. To the extent revenues are generated from the Company’s support and maintenance services, the Company recognizes such revenues when services are completed and billed. The Company has received deposits from its various customers that have been recorded as deferred revenue and presented as current liabilities in the amount of $35,412 and $165,560 as of June 30, 2020 and December 31, 2019, respectively.
Stock-Based Compensation
The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, which requires the measurement of compensation expense for all share-based compensation granted to employees and non-employee directors at fair value on the date of grant and recognition of compensation expense over the related service period for awards expected to vest. The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants. Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants.
| 15 |
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.
The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements. In accordance with this provision, tax positions must meet a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position.
Recent Accounting Pronouncements
We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption.
Note 4 – Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $10,928,278, and a working capital deficit of $699,499 at June 30, 2020. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to obtain necessary equity financing and ultimately from generating revenues from its newly acquired subsidiary to continue operations.
As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which are likely to negatively impact operations. Other financial impact could occur though such potential impact is unknown at this time. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.
The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next twelve months. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of a private placement of equity and debt instruments. In connection with the Company’s business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations.
| 16 |
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 5 – Property and Equipment
Property and equipment are carried at cost and consist of the following at June 30, 2020 and December 31, 2019:
| 2020 | 2019 | |||||||
| Office equipment and fixtures | $ | 109,468 | $ | 109,468 | ||||
| Computer hardware | 41,066 | 44,866 | ||||||
| Computer software | 16,121 | 16,121 | ||||||
| Less: Accumulated depreciation | 93,512 | 87,102 | ||||||
| $ | 73,143 | $ | 83,353 | |||||
Depreciation expense of $9,081 and $5,356 was charged to operations for the six months ended June 30, 2020 and 2019, respectively.
Note 6 – Investment in AHA
The Company recorded an investment in Accountable Healthcare America, Inc. (“AHA”) of $6,402,278, at cost at June 30, 2020 in exchange for 1,252,892 shares of AHA’s Series E Convertible Preferred Stock in connection with the Asset Purchase Agreement, discussed in Note 1. AHA is authorized to issue up to 50,000,000 shares of preferred stock with a par value of $.001 per share in one or more series. The Series E Preferred Stock is convertible into common stock of AHA immediately before or upon AHA’s merger with or an acquisition by a publicly traded company listed on NASDAQ.
Note 7 – Intangible Assets
The following tables provide detail associated with the Company’s acquired identifiable intangible assets:
| As of December 31, 2019 | ||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Useful Life (in years) | |||||||||||||
| Amortized intangible assets: | ||||||||||||||||
| Customer relationships | $ | 624,000 | $ | (52,000 | ) | $ | 572,000 | 10 | ||||||||
| Developed technology | 1,030,000 | (66,026 | ) | 963,974 | 13 | |||||||||||
| Total | $ | 1,654,000 | $ | (118,026 | ) | $ | 1,535,974 | |||||||||
| Aggregate Amortization Expense: | ||||
| For the six months ended June 30, 2020 | $ | 59,013 | ||
In connection with the sale of intellectual property as discussed in Note 1, the Company sold its intangible assets of $1,476,961, net of accumulated amortization of $177,039 to AHA pursuant to the Asset Purchase Agreement on May 29, 2020.
| 17 |
Note 8 – Operating Lease
The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company's consolidated balance sheets. Finance leases are included in property and equipment, current portion of finance lease obligations and finance lease obligations, net of current portion in the Company's unaudited consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. The Company used the implicit rate in the lease in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are generally not included in ROU assets and liabilities.
Operating lease ROU assets and operating lease liabilities are recorded on the consolidated balance sheet as follows:
| June 30, | ||||
| 2020 | ||||
| Operating Lease: | ||||
| Operating lease right-of-use assets, net | $ | 223,576 | ||
| Current portion of operating lease liabilities | 53,151 | |||
| Operating lease liabilities, net of current portion | 196,260 | |||
| 18 |
As of June 30, 2020, the weighted-average remaining lease term of the operating lease was 4.0 years. The weighted-average discount rate for the operating lease was 6.75%.
The following table summarizes maturities of operating lease liabilities based on lease term as of June 30, 2020:
| 2020 | $ | 33,850 | ||
| 2021 | 69,393 | |||
| 2022 | 71,474 | |||
| 2023 | 73,619 | |||
| 2024 | 37,729 | |||
| Total lease payments | 286,065 | |||
| Less: Imputed interest | 36,654 | |||
| Present value of lease liabilities | $ | 249,411 |
At June 30, 2020, the Company had the following future minimum payments due under the non-cancelable lease:
| 2020 | $ | 33,850 | ||
| 2021 | 69,393 | |||
| 2022 | 71,474 | |||
| 2023 | 73,619 | |||
| 2024 | 37,729 | |||
| Total minimum lease payments | $ | 286,065 |
Consolidated rental expense from continuing operations for all operating leases was $49,617 and $44,177 for the six months ended June 30, 2020 and 2019, respectively. Rental expense from discontinued operations for all operating leases was $2,519 for the six months ended June 30, 2020.
The following table summarizes the cash paid and related right-of-use operating lease recognized for the six months ended June 30, 2020.
| Six Months Ended | ||||
| June 30, 2020 | ||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows from operating leases | $ | 33,521 | ||
| Right-of-use lease assets obtained in the exchange for lease liabilities: | ||||
| Operating leases | 24,613 | |||
Note 9 - Earnings (Loss) Per Common Share
The Company calculates net income (loss) per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net earnings (loss) per common share was determined by dividing net earnings (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the six months ended June 30, 2020 and 2019 as the result would be anti-dilutive.
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2020 | 2019 | |||||||
| Stock options | 1,174,814 | — | ||||||
| Stock warrants | 557,873 | 529,685 | ||||||
| Total shares excluded from calculation | 1,732,687 | 529,685 | ||||||
| 19 |
Note 10 – Stock Based Compensation
Options
In 2019, the Company adopted the 2019 Omnibus Equity Incentive Plan (the "2019 Plan"). Awards granted under the 2019 Plan have a ten-year term and may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a four year period.
Stock option activity during the six months ended June 30, 2020 and 2019 follows:
| Options Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Options outstanding at December 31, 2018 | — | — | — | |||||||||
| No option activity | — | — | ||||||||||
| Options outstanding at June 30, 2019 | — | — | — | |||||||||
| Options outstanding at December 31, 2019 | 48,854 | 5.11 | 8.05 | |||||||||
| Options granted | 1,130,734 | 1.49 | ||||||||||
| Options expired | (400 | ) | 0.01 | |||||||||
| Options cancelled | (4,374 | ) | 5.56 | |||||||||
| Options outstanding at June 30, 2020 | 1,174,814 | 1.61 | 8.61 | |||||||||
| 20 |
Options outstanding at June 30, 2020 consist of:
| Date Issued | Number Outstanding | Number Exercisable | Exercise Price | Expiration Date | ||||||||||
| August 5, 2019 | 40,480 | 40,480 | $ | 5.56 | August 5, 2029 | |||||||||
| October 29, 2019 | 3,600 | 3,600 | $ | 0.0725 | June 6, 2027 | |||||||||
| January 27, 2020 | 307,884 | 307,884 | $ | 1.50 | January 27, 2030 | |||||||||
| January 27, 2020 | 225,000 | 225,000 | $ | 1.50 | January 27, 2027 | |||||||||
| February 29, 2020 | 95,794 | 95,794 | $ | 1.25 | February 28, 2030 | |||||||||
| May 11, 2020 | 380,000 | 380,000 | $ | 1.50 | May 11, 2027 | |||||||||
| June 30, 2020 | 122,056 | 122,056 | $ | 1.45 | June 30, 2030 | |||||||||
| Total | 1,174,814 | 1,174,814 | ||||||||||||
Warrants
In 2018, the Company issued fully vested warrants to investors as part of a private placement offering. Each unit offered in the private placement consisted of one share of common stock, and a warrant convertible into 0.4 shares of common stock at an exercise of $1.50 per whole share. The warrants are exercisable for a period of five years from the date of issuance. The warrants were cancelled on March 1, 2019 and reissued upon the Qualmetrix acquisition and are each convertible into one share of common stock at an exercise price of $6.67 per share until December 31, 2024.
In November 2019, the Company issued fully vested warrants to investors as part of private placement subscription agreements pursuant to which the Company issued convertible promissory notes. Each noteholder received warrants to purchase common stock of 50% of the principal at an exercise price of $5.56 per share with an expiration date of October 31, 2025.
Warrant activity during the six months ended June 30, 2020 and 2019 follows:
Warrants Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Warrants outstanding at December 31, 2018 | 138,997 | $ | 0.81 | 5.55 | ||||||||
| Warrants granted | 529,685 | 6.67 | ||||||||||
| Warrants cancelled | (138,997 | ) | 0.81 | |||||||||
| Warrants outstanding at June 30, 2019 | 529,685 | $ | 6.67 | 4.76 | ||||||||
| Warrants outstanding at December 31, 2019 | 1,065,251 | $ | 6.04 | |||||||||
| Warrants canceled | (507,378 | ) | — | |||||||||
| Warrants outstanding at June 30, 2020 | 557,873 | $ | 6.77 | 4.29 | ||||||||
Warrants outstanding at June 30, 2020 consist of:
| Date Issued | Number Outstanding | Number Exercisable | Exercise Price | Expiration Date | ||||||||||
| March 21, 2019 | 96,433 | 96,433 | $ | 6.67 | December 31, 2024 | |||||||||
| April 30, 2019 | 3,598 | 3,598 | $ | 6.67 | December 31, 2024 | |||||||||
| May 13, 2019 | 14,393 | 14,393 | $ | 6.67 | December 31, 2024 | |||||||||
| May 28, 2019 | 199,703 | 199,703 | $ | 6.67 | December 31, 2024 | |||||||||
| June 5, 2019 | 7,197 | 7,197 | $ | 6.67 | December 31, 2024 | |||||||||
| June 25, 2019 | 208,361 | 208,361 | $ | 6.67 | December 31, 2024 | |||||||||
| September 6, 2019 | 25,188 | 25,188 | $ | 6.67 | December 31, 2024 | |||||||||
| October 29, 2019 | 1,500 | 1,500 | $ | 25.00 | February 5, 2023 | |||||||||
| October 29, 2019 | 1,500 | 1,500 | $ | 25.00 | April 27, 2023 | |||||||||
| Total | 557,873 | 557,873 | ||||||||||||
| 21 |
Note 11 – Convertible Notes Payable
Convertible notes payable consisted of the following at June 30, 2020 and December 31, 2019:
| 2020 | 2019 | |||||||
| Notes payable convertible into Clinigence common shares at $5.56 per share; bearing interest at a rate of 10%; net of debt discount of $166,697 and $328,652, respectively; maturing in October 2020 | $ | — | $ | 2,016,723 | ||||
| Notes payable convertible into Clinigence common shares at $1.25 per share; bearing interest at a rate of 10%; net of debt discount of $1,100 and $2,163, respectively; maturing in October 2020 | — | 95,337 | ||||||
| Total convertible notes payable | — | 2,112,060 | ||||||
| Current portion | — | (2,112,060 | ) | |||||
| Total convertible notes payable, net | $ | — | $ | — | ||||
In March 2019, the Company made a cash payment totaling $200,000 to settle a previously outstanding convertible note payable. In conjunction with the payment, approximately 400,000 underlying warrants to purchase units of CLI expired unexercised.
During the six months ended June 30, 2020 and 2019 the Company recognized total interest expense of $314,276 and $57,024, respectively.
Under a subscription agreement dated November 19, 2019, the Company issued convertible promissory notes to various individuals totaling $2,345,375 at December 31, 2019. The notes are convertible at any time through the maturity date of October 31, 2020. In connection with the issuance of the convertible promissory notes, the Company issued 263,727 warrants to purchase shares of the Company’s common stock. The Company allocated the proceeds between the fair value of the notes and warrants. The Company allocated $370,714 to the warrants which has been recorded as a debt discount to be amortized over the life of the notes. Notes payable is presented net of debt discount of $0 and $328,652 at June 30, 2020 and December 31, 2019, respectively.
| 22 |
The Company issued convertible debentures in the amount of $75,000 to three individuals in 2016 and 2017. The Company restated the convertible debentures on November 15, 2019 to comply with the terms of the November 19, 2019 promissory notes previously mentioned and added $22,500 of accrued interest to the principal balances. Notes payable is presented net of debt discount of $0 and $2,163 at June 30, 2020 and December 31, 2019, respectively.
The principal balances of the November 19, 2019 convertible notes and the 2016 and 2017 convertible debentures totaling $2,442,875 were included in the Assumed Liabilities of the AHA Asset Purchase Agreement, as discussed in Note 1. Loss on extinguishment of debt of $167,797 was recorded for the debt discount balance on May 29, 2020.
Note 12 – Notes Payable
Notes payable consisted of the following at June 30, 2020 and December 31, 2019:
| 2020 | 2019 | |||||||
| Notes payable with maturities between six months and twelve months from the date of issuance with annual percentage interest rates between 24% and 31% | $ | 21,175 | $ | 63,226 | ||||
| SBA Paycheck Protection Program note payable issued in April 2020 with a maturity date of October 2022 and interest rate of 1% | 311,125 | — | ||||||
| SBA Economic Injury Disaster Loan note payable issued in May 2020 with a maturity date of May 2051 and interest rate of 3.75% | 150,000 | — | ||||||
| Demand note payable issued to former officers of Qualmetrix, Inc. with an annual percentage interest rate of 8% | — | 16,200 | ||||||
| Note payable issued in June 2017 with a maturity date of June 2022 and effective interest rate of 10.66% | — | 287,507 | ||||||
| Total notes payable | 482,300 | 366,933 | ||||||
| Current portion | (332,300 | ) | (366,933 | ) | ||||
| Total notes payable, net | $ | 150,000 | $ | — | ||||
Beginning in April 2018, the Company entered into a series of short-term notes with interest rates ranging from 24% to 31% per annum. Throughout the six months ended June 30, 2020 the Company made average monthly principal and interest payments approximating $8,200 per month. The outstanding balance on the short-term notes at June 30, 2020 and December 31, 2019 was $21,175 and $63,226, respectively.
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In October 2017, Qualmetrix entered into demand notes with its former Chief Executive Officer totaling $100,000. In January through April 2018, the Company issued additional notes to its former Chief Executive Officer totaling $92,000 maturing one year from the date of issuance. In April 2019, one of the notes was settled via a cash payment of interest and principal totaling $195,789. The outstanding balance of the note issued in January 2018 was $0 and $16,200 at June 30, 2020 and December 31, 2019, respectively and includes accrued interest of $1,200.
In June 2017, the Company entered into a Revenue Loan Investment for net working capital proceeds of $500,000. The Company is required to make monthly principal and interest payment on the Revenue Loan based on its net cash receipts from operations in the following 3 tiers:
| • | Tier 1 – Payments at a rate of 6.0% of the net cash receipts from the immediate month prior until cumulative loan payments are based on $2,500,000 of net cash receipts. |
| • | Tier 2 – After achieving loan payments based on $2,500,000 of net cash receipts in a loan year, additional payments are based on 3.0% of amounts in excess of the Tier 1 Cap. |
| • | Tier 3 – Payments at a rate of 0.5% of net cash receipts in excess of $3,200,000 in a loan year. |
From the inception of the Revenue Loan in June 2017 through May 29, 2020 the Company has paid its monthly principal and interest payments based on the Tier 1 net cash receipts.
The principal balances of the Revenue Loan of $489,770, consisting of default interest recorded of $252,263 and net of a $50,000 principal payment and the demand note payable of $15,000 and accrued interest of $1,600 were included in the Assumed Liabilities of the AHA Asset Purchase Agreement, as discussed in Note 1.
On May 22, 2020, the Company received loan proceeds of $150,000 pursuant to the U.S. Small Business Administration (“SBA”) COVID-19 Economic Injury Disaster Loan (EIDL) program. Under the terms of the loan, Borrower must pay principal and interest payments of $731.00 every month beginning Twelve (12) months from the date of the Note. The SBA will apply each installment payment first to pay interest accrued to the day the SBA receives the payment and will then apply any remaining balance to reduce principal. All remaining principal and accrued interest is due and payable Thirty (30) years from the date of the Note. Borrower may prepay this Note in part or in full at any time, without notice or penalty.
On April 21, 2020, the Company received loan proceeds of $333,125 pursuant to the U.S. Small Business Administration (“SBA”) COVID-19 Paycheck Protection Program (PPP). Under the terms of this program, loan proceeds may be forgiven if used for payroll costs, rent, and utilities within 24 weeks of receipt.
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Note 13 – Stock Transactions
Designation of Preferred Stock
On August 2, 2018, the Company filed a Certificate of Designation with the Delaware Division of Corporations whereby the Company designated a Series A Preferred Stock and issued 1,000 shares to the Company’s CEO. The holders of Series A Preferred Stock will have voting rights, when combined with their existing holdings of the Company’s common stock, that entitle them to have an aggregate of 51% of the votes eligible to be cast by all stockholders with respect to all matters brought before a vote of the stockholders of the Company. In connection with the Clinigence reverse merger on October 29, 2019, the Company filed a Certificate of Withdrawal of the Certificates of Designation, Preferences and Rights of the Series A Preferred Stock with the Delaware Secretary of State and returned all previously designated shares to their status as authorized preferred stock available for issuance.
Reverse Stock Split
On October 25, 2019, prior to the Clinigence reverse merger agreement, the Company effected a 1-for-500 reverse stock split of its common stock. On the effective date of the reverse stock split, each 500 shares of outstanding common stock were reduced to one share of common stock. All share and per share information presented have been adjusted on a retrospective basis to reflect this 1-for-500 reverse stock split.
Common Stock Issued
On August 8, 2018, the Board unanimously approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue from Four hundred million (400,000,000) to Eight Hundred Million (800,000,000) shares of Common Stock, $0.001 par value per share.
In connection with the acquisition of Qualmetrix the Company issued 1,124,594 common shares valued at $3.71 per share to the shareholders of Qualmetrix on March 1, 2019.
The Company sold 479,468 shares of common stock to various investors valued at $5.56 per share in the first quarter of 2019 for proceeds of $2,665,000.
The Company issued 212,522 restricted common shares for services in connection with the Qualmetrix acquisition on March 1, 2019, valued at $308,157.
The Company issued 225,820 restricted common shares to employees for salaries on June 30, 2020, valued at $361,312.
Treasury Stock
In connection with the sale of HealthDatix, the HealthDatix Management remitted 1,000 shares of Clinigence common stock previously issued to them, valued at $1.17 per share on February 29, 2020.
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Note 14 - Income Taxes
A full valuation allowance was recorded against the Company’s net deferred tax assets. A valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets has been established as Management believes that the Company will not realize the benefit of those deferred tax assets.
Note 15 – Concentrations and Credit Risk
Sales and Accounts Receivable
The Company had sales to one customer which accounted for approximately 12% of total sales for the six months ended June 30, 2020. The customer accounted for 14% of accounts receivable at June 30, 2020.
The Company had sales to three customers which accounted for approximately 16%, 15%, and 10%, respectively of total sales for the six months ended June 30, 2019. One of the three customers accounted for 15% of accounts receivable at June 30, 2019.
Cash
Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time, however, the Company has not experienced any such losses. The Company did not have any interest-bearing accounts at June 30, 2020 and December 31, 2019, respectively.
Note 16 - Related Party Transactions
Due to Related Parties
Due to related parties with a balance of $0 and $128,477 at June 30, 2020 and December 31, 2019, respectively, does not bear interest and is payable on demand. The Company’s former subsidiary, Arcmail owed amounts on a credit card that is guaranteed by the husband of the Company’s Chief Financial Officer, who was held personally responsible by the credit card company for the unpaid balance. The balance of $128,477 was included in the Assumed Liabilities of the AHA Asset Purchase Agreement.
During the first quarter of 2019, the Chairman Warren Hosseinion made a $300,000 equity investment and was issued 21,590 warrants pursuant to the Equity Private Placement Memorandum.
During the first quarter of 2019, Director Mark Fawcett made a $50,000 equity investment and was issued 3,598 warrants pursuant to the Equity Private Placement Memorandum.
Note 17 – Commitments and Contingencies
Employment Arrangements With Executive Officers
Effective October 29, 2019, in connection with the merger with Clinigence Health, the Company entered into employment agreements with Jacob Margolin, Lawrence Schimmel, and Elisa Luqman each under a three-year term at a base salary of $180,000, $180,000 and $150,000, respectively plus customary employee benefits.
Effective April 1, 2017, in connection with the acquisition of HealthDatix Inc., the Company entered into employment agreements with Jerry Robinson, MaryJo Robinson, and Kathleen Shepherd each under a three-year term at a base salary of $75,000 per year, bonuses based upon objectives set by the Company, and participation in all benefit programs generally made available to HealthDatix employees. The employment agreements restrict the executive officers from engaging in certain competitive activities for the greater of 60 months from the date of the agreements or two years following the termination of their respective employment. The employment agreements were terminated in connection with the sale of HealthDatix effective March 1, 2020.
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Note 18 – Subsequent Events
The Company evaluated events and transactions subsequent to June 30, 2020 through the date the consolidated financial statements were issued.
Separation Agreement
The Company’s CEO, Jacob Margolin resigned from his employment effective July 11, 2020 and entered into a separation agreement with the Company. Under the terms of the separation agreement, Mr. Margolin is to receive a one-time cash severance payment of $20,000 payable on the separation date and a cash payment of $72,000 payable in 12 equal monthly payments of $6,000 beginning on August 15, 2020, and 228,346 shares of the Company’s common stock, valued at $290,000.
Lawrence Schimmel was appointed as interim CEO subsequent to his resignation from the board of directors on May 16, 2020.
Equity Transaction
On August 12, 2020, the Company sold 190,476 restricted shares of common stock valued at $.63 per share to 5 directors and an investor for proceeds of $120,000.
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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company’s business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances.
Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Factors that could adversely affect actual results and performance include, among others, potential fluctuations in quarterly operating results and expenses, government regulation, technology change and competition. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
Discontinued Operations
On April 21, 2020 (effective March 1, 2020) we completed the sale of our subsidiary HealthDatix Inc., a Florida corporation (HDX FL) to Jerry Robinson, Mary-Jo Robinson and Kathleen Shepherd (“HDX Management”) in accordance with a Stock Purchase Agreement (the “Purchase Agreement”) by and between the Company and HDX Management. Pursuant to the Purchase Agreement, the total consideration paid for the outstanding capital stock of HDX FL was the execution of Settlement and Release Agreements by HDX Management, releasing the Company from all obligations pursuant to certain HDX Management Employment Agreements dated April 1, 2017. As per the Purchase Agreement, the Company’s operations of HDX FL ended February 29, 2020 and HDX Management’s operation of the business became effective as of March 1, 2020. HDX FL had nominal revenue and its expenses were insignificant for the period ended December 31, 2019.
Asset Purchase Agreement
On May 27, 2020, we. entered into an Intellectual Property Asset Purchase Agreement (the “IP APA Agreement”) by and among Clinigence Health, the Company, AHA Analytics, Inc., a Delaware corporation (“Purchaser”) and Accountable Healthcare America Inc., a Delaware corporation (“AHA”). The transactions contemplated by the IP APA Agreement were consummated on May 29, 2020.
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The IP APA Agreement provided for the sale of certain intellectual property and rights, including but not limited to copyrights, patents, pending patents, and continuation in part, to Purchaser from Clinigence Health, in exchange for AHA Series E Preferred Stock (the “Asset Sale”).
The Series E Preferred Stock as more fully described and stated in the Series E Preferred Stock Certificate of Designation (the “Certificate of Designation”), shall have an initial stated value of $15,000,000 in the aggregate, unless adjusted as set forth in the IP APA Agreement. The Stated Value, however, shall be reduced by the Assumed Liabilities as set forth in the IP APA Agreement which includes the Hold Back amount as set forth in Article 9 of the IP APA Agreement, and shall automatically convert upon either of the following events:
| (1) | Immediately before (A) AHA’s consummation of a merger with or an acquisition by a Publicly Traded Company listed on NASDAQ all of the Preferred Shares shall be automatically converted into shares of Common Stock of Purchaser or (B) upon AHA’s consummation of the Merger into Common Shares of the Publicly Traded Company (“Pubco Shares”) equal to the Stated Value (as may be adjusted in accordance with the terms of the Certificate of Designation), which Pubco Shares shall be valued at the Fair Market Value of those shares; |
| (2) | After two hundred and forty (240) days from the date of Closing, if the event described in (i)(1) above has not occurred, the Preferred Stock shall automatically convert into 3,750,000 of Common Shares of Stock of the AHA, based upon a $4 per share valuation on the date of Conversion. |
The Asset Purchase was disclosed on the Company’s current report on Form 8-K filed on June 3, 2020.
License Agreement
In connection with the Asset Purchase, the Company’s subsidiary Clinigence Health, Inc. (“Clinigence Health”) entered into an Intellectual Property License Agreement (the “License Agreement”) with AHA Analytics Inc. (“Licensor”), a Delaware corporation.
Pursuant to the License Agreement Licensor granted Clinigence Health a worldwide, irrevocable, royalty-free, non-transferable (other than as set forth herein), non-exclusive license to use, solely for Clinigence Health’s ongoing Analytics Business Customers, the Licensor Intellectual Property to make, have made, use, offer to sell, sell and import, copy, reproduce, modify, publish, display, publicly perform and make derivative works on the Licensed Products and to incorporate the Licensor Intellectual Property and Licensed Products, in whole or in part, into the Analytics Business platform maintained by Licensee, within the Territory, and subject to the License Agreement, to develop improvements based on the Licensor Intellectual Property.
Licensor also granted Clinigence Health the right to grant limited sub-licenses to customers as a non-exclusive license to use the Licensed Material, for the Term of the License Agreement. It is understood that the use of the licensed material will be offered to Clinigence Health ‘s customers as part of its ongoing Analytics Business.
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Managed Services Agreement
In connection with the Asset Purchase, Clinigence Health entered into a Managed Services Agreement (the “Managed Services Agreement”) by and between AHA Analytics, Inc. (“AHA Analytics”), a Delaware corporation and Clinigence Health, Inc., a Delaware corporation.
Pursuant to the Managed Services Agreement Clinigence Health provide, supply and render management and operational support services as are necessary to continue to maintain and keep the AHA Analytics technology up to date, in keeping with the ordinary course of business as it has customarily been used in the Clinigence Health Analytics Business.
Overview
The Company is focused on the medical technology markets. Our primary focus is the expansion of our subsidiary Clinigence Health Inc. (“Clinigence Health”).
Clinigence Health is a healthcare information technology company providing a cloud-based platform that enables healthcare organizations to provide value-based care and population health management (PHM). The Clinigence Health platform provides turnkey SaaS solutions that enable connected intelligence across the care continuum by transforming massive amounts of data into actionable insights. Clinigence Health’s solutions help healthcare organizations improve the quality and cost effectiveness of care, enhance population health management and optimize provider networks.
Assets. At June 30, 2020, we had $364,994 in current assets and $7,175,222 in total assets, compared to $1,243,352 in current assets and $6,692,504 in total assets as of December 31, 2019. There was an increase in total assets primarily from the investment in Accountable Healthcare America Inc.
Liabilities. At June 30, 2020, we had total liabilities of $1,410,753 compared to $4,834,071 at December 31, 2019. Our total liabilities at June 30, 2020 consisted of current liabilities including accounts payable and accrued expenses of $585,799, accrued interest on notes payable of $57,831, lease liability of $53,151, deferred revenue of $35,412, and current portion of notes payable of $332,300, whereas our total liabilities at December 31, 2019 consisted of current liabilities including accounts payable and accrued expenses of $1,752,659, accrued interest on notes payable of $34,358, amounts due to related parties of $128,477, lease liability of $50,406, deferred revenue of $165,560, current portion of convertible notes payable of $2,112,060 and current portion of notes payable of $366,933. We had long-term liabilities consisting of Notes payable of $150,000 and lease liability of $196,260 for six months ended June 30, 2020 and lease liability of $223,618 for the year ended December 31, 2019. The decrease in liabilities was primarily due to the assumption of certain liabilities by Accountable Healthcare America Inc. pursuant to the IP Asset Purchase Agreement.
Stockholders’ Equity. Our Stockholders’ Equity was $5,764,469 at June 30, 2020 compared to Stockholders’ Equity of $1,858,433 at December 31, 2019. This increase was primarily due to an increase in assets from the sale of certain assets to Accountable Healthcare America Inc.
THREE Months Ended JUNE 30, 2020 as Compared to Three Months Ended JUNE 30, 2019
Revenues and Net Income (Loss). We had revenue of $378,588 for the three months ended June 30, 2020, compared to $445,279 for the three months ended June 30, 2019. The decrease in revenues was the result of the loss of revenue from customers adversely affected by the Covid-19 pandemic. We had net income of $2,763,247 for the three months ended June 30, 2020 compared to a net loss $(1,630,556) for the three months ended June 30, 2019. We had a loss from operations of $(1,682,621) for the three months ended June 30, 2020, compared to a loss from operations $(1,485,642) for the three months ended June 30, 2019.
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Costs and Expenses
Cost of Sales. We had cost of sales of $264,859 for the three months ended June 30, 2020, compared to $327,056 for the three months ended June 30, 2019. Our cost of sales for three months ended June 30, 2020 consisted of direct labor costs of $137,422 and service hosting and third-party software costs of $127,437. Whereas our cost of sales for three months ended June 30, 2019 consisted of direct labor costs of $88,109, service hosting costs of $222,147, and third-party software costs of $16,800. The increase in cost of sales was due to our efforts to continue to integrate the technology of QualMetrix into our platform.
Operating Expenses.
General and Administrative expense was $1,341,701 for the three months ended June 30, 2020, compared to $1,179,503 for the three months ended June 30, 2019. Our General and Administrative expense for three months ended June 30, 2020 consisted of general corporate overheard of $91,395, payroll and related costs of $332,197, rent costs of $29,365, board stock based compensation expense of $861,339, and general overhead including travel and insurance of $27,405. Our General and Administrative expense for the three months ended June 30, 2019 consisted of general corporate overheard of $622,825 payroll and related costs of $249,858 professional fees of $241,848, rent and other facility costs of $15,972 and financing costs of $49,000. The increase in general and administrative expenses was primarily due to the acquisition of QMX in 2019
We expect our overall corporate overhead to remain flat and we do not expect to incur professional fees at these levels within the ordinary course of business unless we pursue additional merger and acquisitions activity. Currently, we are not under contract to acquire any companies.
Sales and Marketing expense for the three months ended June 30, 2020 was $52,669, compared to $94,689 for the three months ended June 30, 2019. Sales and Marketing expense for the for the three months ended June 30, 2020, primarily consisted of payroll for marketing personnel expense of $45,667 and advertising and marketing costs of $7,002. Sales and Marketing expense for the for the three months ended June 30, 2019, primarily consisted of payroll for marketing personnel expense of $77,949 and advertising and marketing costs of $16,740.
Research and Development expense for the three months ended June 30, 2020 was $314,255 compared to $282,462 for the three months ended June 30, 2019 and consisted of internal payroll and external consultants continuing to develop and improve our platform.
Amortization expense of $87,726 was charged to continuing operations for the three months ended June 30, 2020, compared to $47,211 for the three months ended June 30, 2019.
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The COVID-19 pandemic has resulted in social distancing, travel bans and quarantine, and this has limited access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, have had an impact on our operations, financial condition and demand for our goods and services as well as our overall ability to react timely to mitigate the impact of this event. Also, it has hampered our efforts to comply with our filing obligations with the Securities and Exchange Commission. While we have learned from the COVID-19 pandemic and its result on our operations and financial condition, because of the nature of these events, we cannot assure you that we will be well-prepared for similar unforeseen and uncontrollable events that may occur in the future.
Other Income (Expense). For the three months ended June 30, 2020 we had other income of $4,445,868 primarily due to the gain on the sale of assets of $4,862,948, offset by a loss on extinguishment of debt of $167,797 and interest expense of $249,283. For the three months ended June 30, 2019 we had a loss on extinguishment of debt of $130,140 and we had interest expense of $14,774.
SIX Months Ended JUNE 30, 2020 as Compared to SIX Months Ended JUNE 30, 2019
Revenues and Net Loss. We had revenue of $844,218 for the six months ended June 30, 2020, compared to $657,414 for the six months ended June 30, 2019. The increase in revenues was due to the acquisition of QMX in March 2019. We had net income of $1,640,517 for the six months ended June 30, 2020 compared to a net loss $(2,598,717) for the six months ended June 30, 2019. We had a loss from operations of $(6,094,045) for the six months ended June 30, 2020, compared to a loss from operations $(2,411,553) for the six months ended June 30, 2019. For the six months ended June 30, 2020 we had income from discontinued operations of $39,752.
Costs and Expenses
Cost of Sales. We had cost of sales of $463,987 for the six months ended June 30, 2020, compared to $495,509 for the six months ended June 30, 2019. Our cost of sales for six months ended June 30, 2020 consisted of direct labor costs of $213,479 and service hosting and third-party software costs of $250,508. Whereas our cost of sales for six months ended June 30, 2019 consisted of direct labor costs of $126,460 service hosting costs of $304,236, and third-party software costs of $64,813 The increase in cost of sales was due to our efforts to continue to integrate the technology of QualMetrix into our platform.
Operating Expenses.
General and Administrative expense was $2,177,753 for the six months ended June 30, 2020, compared to $1,900,985 for the six months ended June 30, 2019. Our General and Administrative expense for six months ended June 30, 2020 consisted of general corporate overheard of $111,362, payroll and related costs of $518,916, rent costs of $49,647, board stock based compensation expense of $1,364,165, contractor expense of $81,007 and general overhead including travel and insurance of $52,656. Our General and Administrative expense for the six months ended June 30, 2019 consisted of general corporate overheard of $299,621 payroll and related costs of $430,450 professional fees of $290,206. Consulting and stock-based compensation of $804,766, rent and other facility costs of $59,595 general overhead including travel and insurance of $16,347. The increase in general and administrative expenses was primarily due to an increase in stock-based compensation.
We expect our overall corporate overhead to remain flat and we do not expect to incur professional fees at these levels within the ordinary course of business unless we pursue additional merger and acquisitions activity. Currently, we are not under contract to acquire any companies.
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Sales and Marketing expense for the six months ended June 30, 2020 was $173,849, compared to $161,552 for the six months ended June 30, 2019. Sales and Marketing expense for the for the six months ended June 30, 2020, primarily consisted of payroll for marketing personnel expense of $140,058 and advertising and marketing costs of $33,791. Sales and Marketing expense for the for the six months ended June 30, 2019, primarily consisted of payroll for marketing personnel expense of $106,749 and advertising and marketing costs of $54,773.
Research and Development expense for the six months ended June 30, 2020 was $429,134 compared to $463,710 for the six months ended June 30, 2019 and consisted of internal payroll and external consultants continuing to develop and improve our platform.
Amortization expense of $222,032 was charged to continuing operations for the six months ended June 30, 2020, compared to $47,211 for the six months ended June 30, 2019.
The COVID-19 pandemic has resulted in social distancing, travel bans and quarantine, and this has limited access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, have had an impact on our operations, financial condition and demand for our goods and services as well as our overall ability to react timely to mitigate the impact of this event. Also, it has hampered our efforts to comply with our filing obligations with the Securities and Exchange Commission. While we have learned from the COVID-19 pandemic and its result on our operations and financial condition, because of the nature of these events, we cannot assure you that we will be well-prepared for similar unforeseen and uncontrollable events that may occur in the future.
Other Income (Expense). For the six months ended June 30, 2020 we had other income of $4,223,301 primarily due to the gain on the sale of assets of $4,862,948, offset by a loss on the sale of a subsidiary of $157,574, a of loss on extinguishment of debt of $167,797 and interest expense of $314,276. For the six months ended June 30, 2019 we had a loss on extinguishment of debt of $130,140 and we had interest expense of $57,024
LIQUIDITY AND CAPITAL RESOURCES
General
As reflected in the accompanying consolidated financial statements, we had cash of $63,622 as of June 30, 2020 compared to $1,065,434 as of December 31, 2019. As of June 30, 2020, we had a working capital deficiency and we have operated at a net loss since inception. In order to execute our business plans, including the expansion of operations, our primary capital requirements in 2020 are likely to rise. It is not possible to quantify those costs at this point in time, in that they depend on Clinigence Health’s business opportunities and the state of the overall economy. We anticipate raising capital in the private markets to cover any such costs, though there can be no guaranty we will be able to do so on terms we deem to be acceptable. We do not have any plans at this point in time to obtain a line of credit or other loan facility from a commercial bank.
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Cash Flow Activity
Cash used in operating activities was $1,367,059 for the six months ended June 30, 2020, compared to $1,688,597 for the six months ended June 30, 2019. Net cash used in operating activities primarily consisted of our operating revenues not being sufficient to cover our on-going obligations. Additional contributing factors to the change were from an increase in amortization and depreciation of $91,714, non-cash interest expense of $474,345, a gain on the sale of assets of $4,861,948, loss on extinguishment of debt of $167,797, stock based compensation expense of $2,266,689, an increase in accounts receivable of $35,901, an increase in prepaid expenses of $128,913, an increase in deposits and other assets of $410, a decrease in accounts payable and accrued expenses of $758,100, a decrease in accrued interest on notes payable of $27,335, a decrease in lease liability of $24,613 and a decrease in deferred revenue of $130,148.
Cash used in discontinued investing activities was $2,656 for the six months ended June 30, 2020. Cash used in continuing investing activities was $61,302 for the six months ended June 30, 2019 and primarily consisted of the acquisition of property and equipment.
Cash provided by continuing financing activities was $369,073 for the six months ending June 30, 2020 and consisted of proceeds from notes payable of $461,125 offset by payments on notes payable of $92,052 and cash used in discontinued financing activities was $1,170 for the six months ending June 30, 2020. Cash provided by financing activities was $2,458,324 for the six months ending June 30, 2019. For the six months ending June 30, 2019 we issued shares of common stock for net cash proceeds of $3,687,450 and made principal payments on previously outstanding notes and convertible notes payable totaling $1,229,126.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. Existing working capital, further advances and debt instruments, and anticipated cash flow are anticipated to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock that may have a greater dilutive impact to our current shareholders. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
The notes accompanying our financial statements for the six months ending June 30, 2020 contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that the Company will continue as a going concern.” Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders may be materially and adversely affected.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Required.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2020, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the six months ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During the six months ended June 30, 2020 we began the process of updating and refining our procedures and policies on internal control over financial reporting disclosure controls and procedures as a result of our management’s findings pursuant to their evaluation of the effectiveness of our internal control over financial reporting conducted as of December 31, 2019 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework and as reported on the Company’s current Annual Report on Form -10 for the year ending December 31, 2019.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
From time-to-time, the Company is involved in various civil actions as part of its normal course of business. The Company is not a party to any litigation that is material to ongoing operations as defined in Item 103 of Regulation S-K as of the period ended June 30, 2020.
Item 1A. Risk Factors.
Our operations and financial results are subject to various risks and uncertainties, including but not limited to those described below, which could harm our business, reputation, financial condition, and operating results.
We may not be able to obtain adequate financing to continue our operations.
As of June 30, 2020 we had a working capital deficiency and we have operated at a net loss since inception. In order to execute our business plans, including the expansion of operations, our primary capital requirements in 2020 are likely to rise. It is not possible to quantify those costs at this point in time, in that they depend on Clinigence Health’s business opportunities and the state of the overall economy. We anticipate raising capital in the private markets to cover any such costs, though there can be no guaranty we will be able to do so on terms we deem to be acceptable. We do not have any plans at this point in time to obtain a line of credit or other loan facility from a commercial bank. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock that may have a greater dilutive impact to our current shareholders. Additional financing may not be available upon acceptable terms, or at all.
Clinigence Health has a limited prior operating history and it is impossible to reliably predict future growth and operating results.
The Company was incorporated in April 2000 and consummated a reverse merger with Clinigence Holdings Inc. on October 29, 2019. Clinigence Health is the Company’s wholly owned subsidiary and was the result of the combination of Clinigence LLC (founded in 2010) and QualMetrix, Inc. (founded in 2013), on March 1, 2019. Accordingly, the Company has a limited prior operating history upon which you can evaluate its business prospects, and it is difficult to forecast the Company’s future operating results. The evolving nature of the PHM industry increases these uncertainties. You must consider the Company’s business prospects in light of the risks, uncertainties, and problems frequently encountered by companies with limited operating histories.
The Company has an unproven business model with no assurance of significant revenues or operating profit.
The current business model is unproven and the profit potential, if any, is unknown at this time. The Company is subject to all of the risks inherent in the creation of a new business. The Company’s ability to achieve profitability is dependent, among other things, on its initial marketing to generate sufficient operating cash flow to fund future expansion. There can be no assurance that the Company’s results of operations or business strategy will achieve significant revenue or profitability.
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The PHM market is fairly new and unproven, and it may decline or experience limited growth, which would adversely affect our ability to fully realize the potential of our platform.
The PHM market is relatively new and evaluating the size and scope of the market is subject to a number of risks and uncertainties. We believe that our future success will depend in large part on the growth of this market. The utilization of our platform is still relatively new, and customers may not recognize the need for, or benefits of, our platform, which may prompt them to cease use of our platform or decide to adopt alternative products and services to satisfy their healthcare requirements. In order to expand our business and extend our market position, we intend to focus our marketing and sales efforts on educating customers about the benefits and technological capabilities of our platform and the application of our platform to specific needs of customers in different market verticals. Our ability to access and expand the market that our platform is designed to address depends upon a number of factors, including the cost, performance and perceived value of our platform. Assessing the market for our solutions in each of the vertical markets we are competing in, or planning to compete in, is particularly difficult due to a number of factors, including limited available information and rapid evolution of the market. The market for our platform, or for PHM applications, may fail to grow significantly or be unable to meet the level of growth we expect. As a result, we may experience lower-than-expected demand for our products and services due to lack of customer acceptance, technological challenges, competing products and services, decreases in spending by current and prospective customers, weakening economic conditions and other causes. If our market does not experience significant growth, or if demand for our platform does not increase, then our business, results of operations and financial condition will be adversely affected.
We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and results of operations.
The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services and collect reimbursement from governmental programs and private payors, our contractual relationships with our providers, vendors and clients, our marketing activities and other aspects of our operations. Of particular importance are:
| • | the federal physician self-referral law, commonly referred to as the Stark Law; |
| • | the federal Anti-Kickback Act; |
| • | the criminal healthcare fraud provisions of HIPAA; |
| • | the federal False Claims Act; |
| • | reassignment of payment rules that prohibit certain types of billing and collection; |
| • | similar state law provisions pertaining to anti-kickback, self-referral and false claims issues; |
| • | state laws that prohibit general business corporations, such as us, from practicing medicine; |
| • | laws that regulate debt collection practices as applied to our debt collection practices; |
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Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment status and exclusion from the Medicare and Medicaid programs. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Our failure to accurately anticipate the application of these laws and regulations to our business or any other failure to comply with regulatory requirements could create liability for us and negatively affect our business. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and result in adverse publicity.
To enforce compliance with the federal laws, the U.S. Department of Justice and the OIG, have recently increased their scrutiny of healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time- and resource-consuming and can divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. In addition, because of the potential for large monetary exposure under the federal False Claims Act, which provides for treble damages and mandatory minimum penalties of $5,500 to $11,000 per false claim or statement, healthcare providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings. Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity agreement. Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.
The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assure you that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect our operations.
The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending in the US is currently unknown, but may adversely affect our business, financial condition and results of operations.
Our revenue will be dependent on the healthcare industry and could be affected by changes in healthcare spending and policy. The healthcare industry is subject to changing political, regulatory and other influences. The Patient Protection and Affordable Care Act or PPACA made major changes in how healthcare is delivered and reimbursed and increased access to health insurance benefits to the uninsured and underinsured population of the United States.
The PPACA, among other things, increased the number of individuals with Medicaid and private insurance coverage, implemented reimbursement policies that tie payment to quality, facilitated the creation of accountable care organizations that may use capitation and other alternative payment methodologies, strengthened enforcement of fraud and abuse laws and encouraged the use of information technology. Several of these changes require implementing regulations which have not yet been drafted or have been released only as proposed rules.
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Such changes in the regulatory environment may also result in changes to our payor mix that may affect our operations and revenue.
In addition, certain provisions of the PPACA authorize voluntary demonstration projects, which include the development of bundling payments for acute, inpatient hospital services, physician services and post-acute services for episodes of hospital care. Further, the PPACA may adversely affect payors by increasing medical costs generally, which could have an effect on the industry and potentially impact our business and revenue as payors seek to offset these increases by reducing costs in other areas. The full impact of these changes on us cannot be determined at this time.
We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments and other third-party payors will pay for healthcare products and services, which could adversely affect our business, financial condition and results of operations.
Any future litigation against us could be costly and time-consuming to defend.
We may become subject, from time to time, to legal proceedings and claims that arise in the ordinary course of business such as claims brought by our clients in connection with commercial disputes or employment claims made by our current or former associates. Litigation may result in substantial costs and may divert management’s attention and resources, which may substantially harm our business, financial condition and results of operations. Insurance may not cover such claims, may not provide sufficient payments to cover all of the costs to resolve one or more such claims and may not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our revenue and potential profits.
Our use and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, membership base and revenue.
Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of personally identifiable information, or PII, including protected health information. These laws and regulations include HIPAA. HIPAA establishes a set of basic national privacy and security standards for the protection of protected health information, or PHI, by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services, which includes us.
HIPAA requires healthcare providers like us to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.
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HIPAA imposes mandatory penalties for certain violations. Penalties for violations of HIPAA and its implementing regulations start at $100 per violation and are not to exceed $50,000 per violation, subject to a cap of $1.5 million for violations of the same standard in a single calendar year. However, a single breach incident can result in violations of multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts are able to award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.
In addition, HIPAA mandates that the Secretary of Health and Human Services, or HHS conduct periodic compliance audits of HIPAA covered entities or business associates for compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.
HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.
Numerous other federal and state laws protect the confidentiality, privacy, availability, integrity and security of PII, including PHI. These laws in many cases are more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our Clients and potentially exposing us to additional expense, adverse publicity and liability.
New health information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect on the manner in which we must handle healthcare related data, and the cost of complying with standards could be significant. If we do not comply with existing or new laws and regulations related to PHI, we could be subject to criminal or civil sanctions.
Because of the extreme sensitivity of the PII we store and transmit, the security features of our technology platform are very important. If our security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive client and patient data, including HIPAA-regulated PHI. As a result, our reputation could be severely damaged, adversely affecting client and patient confidence. Members may curtail their use of or stop using our services or our client base could decrease, which would cause our business to suffer. In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to clients or other business partners in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claim expenses in the amount of at least $3.0 million, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.
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We outsource important aspects of the storage and transmission of Client and Member information, and thus rely on third parties to manage functions that have material cyber-security risks. We attempt to address these risks by requiring outsourcing subcontractors who handle client and patient information to sign business associate agreements contractually requiring those subcontractors to adequately safeguard personal health data to the same extent that applies to us and in some cases by requiring such outsourcing subcontractors to undergo third-party security examinations. In addition, we periodically hire third-party security experts to assess and test our security posture. However, we cannot assure you that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of client and patient’s proprietary and protected health information.
In addition, various states have enacted laws governing the privacy of personal information collected and used by businesses online. For example, California has recently adopted the California Consumer Privacy Act of 2018, which went into effect on January 1, 2020. This law, in part, requires that companies make certain disclosures to consumers via their privacy policies, or otherwise at the time the personal data is collected. The Company will have to determine what personal data it is collecting from individuals and for what purposes, and to update its privacy policy every 12 months to make the required disclosures, among other things. Since this law is newly enacted and has not yet gone into effect, it is unclear whether it will have any material impact on the Company’s business and operations.
The success of our business depends on our ability to expand into new vertical markets and attract new customers in a cost-effective manner.
In order to grow our business, we plan to drive greater awareness and adoption of our platform from enterprises across new vertical markets. We intend to increase our investment in sales and marketing, as well as in technological development, to meet evolving customer needs in these and other markets. There is no guarantee, however, that we will be successful in gaining new customers from any or all of these markets. We have limited experience in marketing and selling our products and services generally, and in particular in these new markets, which may present unique and unexpected challenges and difficulties.
If the costs of the new marketing channels we use increase dramatically, then we may choose to use alternative and less expensive channels, which may not be as effective as the channels we currently use. As we add to or change the mix of our marketing strategies, we may need to expand into more expensive channels than those we are currently in, which could adversely affect our business, results of operations and financial condition. In addition, we have limited experience marketing our products and platform and we may not be successful in selecting the marketing channels that will provide us with exposure to customers in a cost-effective manner. As part of our strategy to penetrate the new vertical markets, we will incur marketing expenses before we are able to recognize any revenue in such markets, and these expenses may not result in increased revenue or brand awareness. We have made in the past, and may make in the future, significant expenditures and investments in new marketing campaigns, and these investments may not lead to the cost-effective acquisition of additional customers. If we are unable to maintain effective marketing programs, then our ability to attract new customers or enter into new vertical markets could be adversely affected.
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We expect to derive a significant portion of our revenues from our largest customers. The loss, termination or renegotiation of any contract could negatively impact our results.
Historically, the Company relied on a limited number of customers for a substantial portion of their total revenue and accounts receivable. In 2019, the largest two customers of the Company represented 30% of revenues during that period.
The sudden loss of any of our customers, or the renegotiation of any of our customer contracts, could adversely affect our operating results. In 2019 our operating results were adversely affected as a result of the loss of several customer contracts, principally due to consolidation in the health care industry. Some customer contracts were lost due to the acquisition of our customer by another organization. Additionally, other smaller customer contracts were lost because these smaller customers were unable to compete against the larger consolidated companies and they subsequently had to discontinue their businesses.
Because we rely on a limited number of customers for a significant portion of our revenues, we depend on the creditworthiness of these customers. Our customers are subject to a number of risks including reductions in payment rates from governmental payers, higher than expected health care costs and lack of predictability of financial results when entering new lines of business, particularly with high-risk populations, such as plans established under the ACA and Aged, Blind and Disabled Medicaid. If the financial condition of our customers declines, our credit risk could increase. Should one or more of our significant customers declare bankruptcy, be declared insolvent or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenues, the collectability of our accounts receivable and affect our bad debt reserves and net income.
Although we have long-term contracts with many customers, these contracts may be terminated before their term expires for various reasons, such as changes in the regulatory landscape and poor performance by us, subject to certain conditions. For example, after a specified period, certain of these contracts are terminable for convenience by our customers after a notice period has passed and the customer has paid a termination fee. Certain of our contracts are terminable immediately upon the occurrence of certain events. For example, some of our contracts may be terminated by the customer if we fail to achieve target performance metrics over a specified period. Certain of the contracts to which the Company or its subsidiaries is a party may be terminated by the customer immediately following repeated failures by us to provide specified levels of service over periods ranging from six months to more than a year. Certain of our contracts may be terminated immediately by the customer if we lose applicable licenses, go bankrupt, lose our liability insurance or receive an exclusion, suspension or debarment from state or federal government authorities. In addition, one of our contracts may be terminated immediately if we become insolvent or file for bankruptcy. If any of our contracts with our customers is terminated, we may not be able to recover all fees due under the terminated contract, which may adversely affect our operating results. We expect that future contracts will contain similar provisions.
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Consolidation in the health care industry could have a material adverse effect on our business, financial condition and results of operations.
Many health care industry participants and payers are consolidating to create larger and more integrated health care delivery systems with greater market power. We expect regulatory and economic conditions to result in additional consolidation in the health care industry in the future. As consolidation accelerates, the economies of scale of our customers’ organizations may grow. If a customer experiences sizable growth following consolidation, it may determine that it no longer needs to rely on us and may reduce its demand for our products and services. In addition, as health care providers consolidate to create larger and more integrated health care delivery systems with greater market power, these providers may try to use their market power to negotiate fee reductions for our products and services. Finally, consolidation may also result in the acquisition or future development by our customers of products and services that compete with our products and services. Any of these potential results of consolidation could have a material adverse effect on our business, financial condition and results of operations.
Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation.
We use open source software in connection with our products and services. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the use of open source software and/or compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code, which could include valuable proprietary code of the user, on unfavorable terms or at no cost. While we monitor the use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose our proprietary source code or pay damages for breach of contract could have a material adverse effect on our business, financial condition and results of operations and could help our competitors develop products and services that are similar to or better than ours.
Our business will depend on customers increasing their use of our services and/or platform, and we may experience loss of customers or decline in their use of our services and/or platform.
Our ability to grow and generate revenue depends, in part, on our ability to maintain and grow our relationships with existing customers and convince them to increase their usage of our platform. If our customers do not increase their use of our platform, then our revenue may not grow and our results of operations may be harmed. It is difficult to accurately predict customers’ usage levels and the loss of customers or reductions in their usage levels may have a negative impact on our business, results of operations and financial condition. If a significant number of customers cease using, or reduce their usage of, our platform, then we may be required to spend significantly more on sales and marketing than we currently plan to spend in order to maintain or increase revenue from customers. These additional expenditures could adversely affect our business, results of operations and financial condition. Most of our customers do not have long-term contractual financial commitments to us and, therefore, most of our customers may reduce or cease their use of our platform at any time without penalty or termination charges.
In 2019 our operating results were adversely affected as a result of the loss of several customer contracts, principally due to consolidation in the health care industry. Some customer contracts were lost due to the acquisition of our customer by another organization. Additionally, other smaller customer contracts were lost because these smaller customers were unable to compete against the larger consolidated companies and they subsequently had to discontinue their businesses.
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Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.
Our continued growth will depend in part on the ability of customers to access our platform at any time and within an acceptable amount of time. We may experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, introductions of new applications and functionality, software errors and defects, capacity constraints due to an increasing number of users accessing our platform simultaneously, or security related incidents. In addition, from time to time we may experience limited periods of server downtime due to server failure or other technical difficulties (as well as maintenance requirements). It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our platform becomes more complex and our user traffic increases. If our platform is unavailable or if our users are unable to access our platform within a reasonable amount of time or at all, our business would be adversely affected and our brand could be harmed. In the event of any of the factors described above, or certain other failures of our infrastructure, customer or consumer data may be permanently lost. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, customers and consumers may cease to use our platform and our business and operating results may be adversely affected.
The security of our platform, networks or computer systems may be breached, and any unauthorized access to our customer data will have an adverse effect on our business and reputation.
The use of our platform will involve the storage, transmission and processing of our clients’ private data, and this data may contain confidential and proprietary information of our clients or other personal or identifying information regarding our clients, their employees or other persons. Individuals or entities may attempt to penetrate our network or platform security, or that of our third-party hosting and storage providers, and could gain access to our clients’ private data, which could result in the destruction, disclosure or misappropriation of proprietary or confidential information of our clients’ or their customers, employees and business partners. If any of our clients’ private data is leaked, obtained by others or destroyed without authorization, it could harm our reputation, we could be exposed to civil and criminal liability, and we may lose our ability to access private data, which will adversely affect the quality and performance of our platform.
In addition, our platform may be subject to computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks, all of which have become more prevalent in our industry. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, they may include the theft or destruction of data owned by us or our customers, and/or damage to our platform. Any failure to maintain the performance, reliability, security and availability of our products or services and technical infrastructure to the satisfaction of our customers may harm our reputation and our ability to retain existing customers and attract new users.
While we will implement procedures and safeguards that are designed to prevent security breaches and cyber-attacks, they may not be able to protect against all attempts to breach our systems, and we may not become aware in a timely manner of any such security breach. Unauthorized access to or security breaches of our platform, network or computer systems, or those of our technology service providers, could result in the loss of business, reputational damage, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, civil and criminal penalties for violation of applicable laws, regulations or contractual obligations, and significant costs, fees and other monetary payments for remediation. If customers believe that our platform does not provide adequate security for the storage of sensitive information or its transmission over the Internet, our business will be harmed. Customers’ concerns about security or privacy may deter them from using our platform for activities that involve personal or other sensitive information.
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Privacy and data security laws and regulations could require us to make changes to our business, impose additional costs on us and reduce the demand for our software solutions.
Our business model contemplates that we will store, process and transmit both public data and our clients’ private data. Our customers may store and/or transmit a significant amount of personal or identifying information through our platform. Privacy and data security have become significant issues in the United States and in other jurisdictions where we may offer our software solutions. The regulatory framework relating to privacy and data security issues worldwide is evolving rapidly and is likely to remain uncertain for the foreseeable future. Federal, state and foreign government bodies and agencies have in the past adopted, or may in the future adopt, laws and regulations regarding the collection, use, processing, storage and disclosure of personal or identifying information obtained from customers and other individuals. In addition to government regulation, privacy advocates and industry groups may propose various self-regulatory standards that may legally or contractually apply to our business. Because the interpretation and application of many privacy and data security laws, regulations and applicable industry standards are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in a manner inconsistent with our existing privacy and data management practices. As we expand into new jurisdictions or verticals, we will need to understand and comply with various new requirements applicable in those jurisdictions or verticals.
To the extent applicable to our business or the businesses of our customers, these laws, regulations and industry standards could have negative effects on our business, including by increasing our costs and operating expenses, and delaying or impeding our deployment of new core functionality and products. Compliance with these laws, regulations and industry standards requires significant management time and attention, and failure to comply could result in negative publicity, subject us to fines or penalties or result in demands that we modify or cease existing business practices. In addition, the costs of compliance with, and other burdens imposed by, such laws, regulations and industry standards may adversely affect our customers’ ability or desire to collect, use, process and store personal information using our software solutions, which could reduce overall demand for them. Even the perception of privacy and data security concerns, whether or not valid, may inhibit market acceptance of our software solutions in certain verticals. Furthermore, privacy and data security concerns may cause our customers’ clients, vendors, employees and other industry participants to resist providing the personal information necessary to allow our customers to use our applications effectively. Any of these outcomes could adversely affect our business and operating results.
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Any failure to offer high-quality customer support may adversely affect our relationships with our customers.
Our ability to retain existing customers and attract new customers will depend in part on our ability to maintain a consistently high level of customer service and technical support. Our customers depend on our service support team to assist them in utilizing our platform effectively and to help them to resolve issues quickly and to provide ongoing support. If we are unable to hire and train sufficient support resources or are otherwise unsuccessful in assisting our customers effectively, it could adversely affect our ability to retain existing customers and could prevent prospective customers from adopting our platform. We may be unable to respond quickly enough to accommodate short-term increases in demand for customer support. We also may be unable to modify the nature, scope and delivery of our customer support to compete with changes in the support services provided by our competitors. Increased demand for customer support, without corresponding revenue, could increase our costs and adversely affect our business, results of operations and financial condition. Our sales are expected to be highly dependent on our business reputation and on positive recommendations from customers. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our reputation, business, results of operations and financial condition.
We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, results of operations and financial condition.
Our success depends, in part, on our ability to protect our brand and the proprietary methods and technologies that we develop under patent and other intellectual property laws of the United States and foreign jurisdictions so that we can prevent others from using our inventions and proprietary information. Clinigence Health Inc. owns U.S. Patent Application No. 15/882,688, which is a utility patent application currently pending before the United States Patent and Trademark Office. Any patents that have been applied for or that may be issued in the future may not provide significant protection for our intellectual property. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology and our business, results of operations and financial condition may be adversely affected.
The particular forms of intellectual property protection that we seek, or our business decisions about when to file patent applications and trademark applications, may not be adequate to protect our business. We could be required to spend significant resources to monitor and protect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights, determine the validity and scope of our proprietary rights or those of others, or defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of significant resources, lead to the narrowing or invalidation of portions of our intellectual property and have an adverse effect on our business, results of operations and financial condition. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights or alleging that we infringe the counterclaimant’s own intellectual property. Any of our patents, patent applications, copyrights, trademarks or other intellectual property rights could be challenged by others or invalidated through administrative process or litigation.
We expect to also rely, in part, on confidentiality agreements with our business partners, employees, consultants, advisors, customers and others in our efforts to protect our proprietary technology, processes and methods. These agreements may not effectively prevent disclosure of our confidential information, and it may be possible for unauthorized parties to copy our software or other proprietary technology or information, or to develop similar software independently without our having an adequate remedy for unauthorized use or disclosure of our confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in these cases we would not be able to assert any trade secret rights against those parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and the failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
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In addition, the laws of some countries do not protect intellectual property and other proprietary rights to the same extent as the laws of the United States. To the extent we expand our international activities, our exposure to unauthorized copying, transfer and use of our proprietary technology or information may increase.
Our means of protecting our intellectual property and proprietary rights may not be adequate or our competitors could independently develop similar technology. If we fail to meaningfully protect our intellectual property and proprietary rights, our business, results of operations and financial condition could be adversely affected.
Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and operating results.
Our success depends upon our ability to refrain from infringing upon the intellectual property rights of others. Some companies, including some of our competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. As we grow and enter new markets, we will face a growing number of competitors. As the number of competitors in our industry grows and the functionality of products in different industry segments overlaps, we expect that software and other solutions in our industry may be subject to such claims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. We cannot assure you that infringement claims will not be asserted against us in the future, or that, if asserted, any infringement claim will be successfully defended. A successful claim against us could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.
The information that we expect to provide to our clients could be inaccurate or incomplete, which could harm our business reputation, financial condition, and results of operations.
We expect to aggregate, process, and analyze healthcare-related data and information for use by our clients. Because data in the healthcare industry is fragmented in origin, inconsistent in format, and often incomplete, the overall quality of data received or accessed in the healthcare industry is often poor, the degree or amount of data which is knowingly or unknowingly absent or omitted can be material, and we frequently discover data issues and errors during our data integrity checks. If the analytical data that we expect to provide to our clients are based on incorrect or incomplete data or if we make mistakes in the capture, input, or analysis of these data, our reputation may suffer and our ability to attract and retain clients may be materially harmed.
In addition, we expect to assist our clients with the management and submission of data to governmental entities, including CMS. These processes and submissions are governed by complex data processing and validation policies and regulations. If we fail to abide by such policies or submit incorrect or incomplete data, we may be exposed to liability to a client, court, or government agency that concludes that our storage, handling, submission, delivery, or display of health information or other data was wrongful or erroneous.
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Our proprietary applications may not operate properly, which could damage our reputation, give rise to a variety of claims against us, or divert our resources from other purposes, any of which could harm our business and operating results.
Proprietary software and application development is time-consuming, expensive, and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we discover additional problems that prevent our proprietary applications from operating properly. If our applications and services do not function reliably or fail to achieve client expectations in terms of performance, clients could assert liability claims against us and attempt to cancel their contracts with us. Moreover, material performance problems, defects, or errors in our existing or new applications and services may arise in the future and may result from, among other things, the lack of interoperability of our applications with systems and data that we did not develop and the function of which is outside of our control or undetected in our testing. Defects or errors in our applications might discourage existing or potential clients from purchasing services from us. Correction of defects or errors could prove to be time consuming, costly, impossible, or impracticable. The existence of errors or defects in our applications and the correction of such errors could divert our resources from other matters relating to our business, damage our reputation, increase our costs, and have a material adverse effect on our business, financial condition, and results of operations.
As a result of variable sales and implementation cycles, we might not be able to recognize revenue to offset expenditures, which could result in fluctuations in our quarterly results of operations or otherwise adversely affect our future operating results.
The sales cycle for our services is expected to be typically four to six months from initial contact to contract execution, but can vary depending on the particular client, product under consideration, and time of year, among other factors. Some clients, for instance, undertake a more prolonged evaluation process, which has in the past resulted in extended sales cycles. Our sales efforts are expected to involve educating potential clients about the use, technical capabilities, and benefits of our services, and gaining an understanding of their needs and budgets. During the sales cycle, we expect to expend significant time and resources, and we do not recognize any revenue to offset such expenditures, which could result in fluctuations in our quarterly results of operations and adversely affect our future operating results. In addition, we may be unable to enter into definitive contracts at the end of a sales cycle on terms that are favorable to us or at all, in some cases for reasons outside our control, which may materially adversely affect our business and prospects.
After a client contract is signed, we expect to provide an implementation process for the client during which we load, test, and integrate data into our system and train client personnel. Our implementation cycle generally ranges from 20 to 90 days from contract execution to completion of implementation but can vary depending on the amount and quality of the client’s data and how quickly the client facilitates access to data. In addition, for certain clients, our third-party vendors must go through delegation processes in order to become authorized to provide certain services to those clients, which could delay our ability to provide such services to those clients. During the implementation cycle, we expect to expend time, effort, and financial resources implementing our services, but accounting principles do not allow us to recognize the resulting revenue until implementation is complete and the services are available for use by our clients. If implementation periods are extended, revenue recognition will be delayed, which could adversely affect our results of operations in certain periods.
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In addition, because most of our revenue in each quarter is expected to be derived from agreements entered into with our clients during previous quarters, the negative impacts resulting from a decline in new or renewed agreements in any one quarter may not be fully reflected in our revenue for that quarter. Such declines, however, would negatively affect our revenue in future periods and the effect of significant downturns in sales of and market demand for our services, and potential changes in our renewal rates or renewal terms may not be fully reflected in our results of operations until future periods. Our sales and implementation cycles are expected to also make it difficult for us to rapidly increase our total revenue through additional sales in any period. As a result, the effect of changes in the industry impacting our business, or changes we experience in our new sales, may not be reflected in our short-term results of operations.
We could experience losses or liability not covered by insurance.
Our business will expose us to risks that are inherent in the provision of analytics and toolsets that assist clinical decision-making. If clients or individuals assert liability claims against us, any ensuing litigation, regardless of outcome, could result in a substantial cost to us, divert management’s attention from operations, and decrease market acceptance of our toolsets. We expect to attempt to limit our liability to clients by contract; however, the limitations of liability set forth in the contracts may not be enforceable or may not otherwise protect us from liability for damages. Additionally, we may be subject to claims that are not explicitly covered by contract. We also maintain general liability coverage; however, this coverage may not continue to be available on acceptable terms, may not be available in sufficient amounts to cover one or more large claims against us, and may include larger self-insured retentions or exclusions for certain products. In addition, the insurer might disclaim coverage as to any future claim. A successful claim not fully covered by our insurance could have a material adverse impact on our liquidity, financial condition, and results of operations.
If we are unable to hire, retain and motivate qualified personnel, our business will suffer.
Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. We believe that there is, and will continue to be, intense competition for highly skilled management, engineering, data science, sales and other personnel with experience in our industry. We must provide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees. If we are unable to retain and motivate our existing employees and attract qualified personnel to fill key positions, we may be unable to manage our business effectively, including the development, marketing and sale of our products, which could adversely affect our business, results of operations and financial condition. To the extent we hire personnel from competitors, we also may be subject to allegations that they have been improperly solicited or that they have divulged proprietary or other confidential information. If we are unable to retain our employees, our business, results of operations and financial condition could be adversely affected.
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Our Board of Directors may change our strategies, policies, and procedures without stockholder approval, and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
Our investment, financing, leverage, and dividend policies, and our policies with respect to all other activities, including growth, capitalization, and operations, are determined exclusively by our board of directors, and may be amended or revised at any time by our board of directors without notice to or a vote of our stockholders. This could result in us conducting operational matters, making investments, or pursuing different business or growth strategies than those contemplated in this private placement memorandum. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk and liquidity risk. Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations, and cash flow.
The COVID-19 pandemic has impacted our operations and similar unforeseen and uncontrollable events may impact our operations in the future.
The COVID-19 pandemic has resulted in social distancing, travel bans and quarantine, and this has limited access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, have had an impact on our operations, financial condition and demand for our goods and services as well as our overall ability to react timely to mitigate the impact of this event. Also, it has hampered our efforts to comply with our filing obligations with the Securities and Exchange Commission. While we have learned from the COVID-19 pandemic and its result on our operations and financial condition, because of the nature of these events, we cannot assure you that we will be well-prepared for similar unforeseen and uncontrollable events that may occur in the future.
Our business will be subject to the risks of earthquakes, fire, floods and other natural catastrophic events, health epidemics or pandemics, and to interruption by man-made problems such as power disruptions, computer viruses, data security breaches or terrorism.
We expect to have facilities located in the Southeast United States, including Florida, a region known for hurricane activity. A significant natural disaster, such as a hurricane or a flood, occurring at our headquarters, at one of our other facilities or where a business partner is located could adversely affect our business, results of operations and financial condition. Further, if a natural disaster, health epidemics or pandemic, or man-made problem were to affect our network service providers or Internet service providers, this could adversely affect the ability of our customers to use our products and platform. In addition, health epidemics or pandemics, natural disasters and acts of terrorism could cause disruptions in our business, or the businesses of our customers or service providers. We also expect to rely on our network and third-party infrastructure and enterprise applications and internal technology systems for our engineering, sales and marketing and operations activities. Although we maintain incident management and disaster response plans, in the event of a major disruption caused by a health epidemic or pandemic, natural disaster or man-made problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect our business, results of operations and financial condition.
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Our solutions face intense competition in the marketplace. If we are unable to compete effectively, our operating results could be adversely affected.
The market for our solutions is increasingly competitive, rapidly evolving and fragmented, and is subject to changing technology and shifting customer needs. Although we believe that our platform and the solutions that it offers are unique, many vendors develop and market products and services that compete to varying extents with our offerings, and we expect competition in our market to continue to intensify. Moreover, industry consolidation may increase competition.
Many of our existing expected competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical, marketing and other resources than we do. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. We could lose customers if our competitors introduce new competitive products and technologies, add new features, acquire competitive products, reduce prices, form strategic alliances with other companies or are acquired by third parties with greater available resources. We expect to also face competition from a variety of vendors of cloud-based and on-premise software applications that address only a portion of one of our solutions. We may also face increasing competition from open source software initiatives, in which competitors may provide software and intellectual property for free. In addition, if a prospective customer is currently using a competing solution, the customer may be unwilling to switch to our solutions without access to setup support services. If we are unable to provide those services on terms attractive to the customer, the prospective customer may be unwilling to utilize our solutions. If our competitors’ products, services or technologies become more accepted than our solutions, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, then our revenue could be adversely affected. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels, our operating results would be negatively affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which would adversely affect our business.
If we do not keep pace with technological changes, our solutions may become less competitive and our business may suffer.
Our market is expected to be characterized by rapid technological change, frequent product and service innovation and evolving industry standards. If we are unable to provide enhancements and new features for our existing solutions or new solutions that achieve market acceptance or that keep pace with these technological developments, our business could be adversely affected. The success of enhancements, new features and solutions depends on several factors, including the timely completion, introduction and market acceptance of the enhancements or new features or solutions. Failure in this regard may significantly impair our revenue growth. In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, software, communication, browser and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase our research and development expenses. Any failure of our solutions to keep pace with technological changes or operate effectively with future network platforms and technologies could reduce the demand for our solutions, result in customer dissatisfaction and adversely affect our business.
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We may record future intangible asset impairment charges related to one or more of our subsidiaries, which could materially adversely impact our results of operations.
We test our goodwill balances during the fourth quarter of each year for impairment, or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. We assess goodwill for impairment at the reporting unit level and, in evaluating the potential for impairment of goodwill, we make assumptions regarding estimated revenue projections, growth rates, cash flows and discount rates. On a quarterly basis, we monitor the key drivers of fair value to detect events or other changes that would warrant an interim impairment test of our goodwill and other intangible assets. Relatively small declines in the future performance and cash flows of a reporting unit or asset group, changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses, or small changes in other key assumptions, may result in the recognition of significant asset impairment charges, which could have a material adverse impact on our results of operations.
Economic conditions or changing consumer preferences could adversely impact the Company.
A downturn in economic conditions in one or more of its markets, such as the current global pandemic associated with COVID-19, could have a material adverse effect on the results of operations, financial condition, business and prospects. Although the Company attempts to stay informed of customer preferences, any sustained failure to identify and respond to trends could have a material adverse effect on its results of operations, financial condition, business and prospects.
The Company’s success depends upon its ability to adapt to a changing market and its continued development of additional services.
Although the Company believes that it will provide a competitive range of products and services, there can be no assurance of acceptance by the marketplace. The procurement of new contracts by the Company may be dependent upon the continuing results achieved with current clients, upon pricing and operational considerations, as well as the potential need for continuing improvement to existing services. Moreover, the markets for such services may not develop as expected nor can there be any assurance that the Company will be successful in its marketing of any such services.
Legal claims could be filed that would have a material adverse effect on our business, operating results and financial condition. We may in the future face risks of litigation and liability claims on technological liability and other matters, the extent of such exposure can be difficult or impossible to estimate and which can negatively impact our financial condition and results of operations.
From time to time, we may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. We expect that the number and significance of these potential disputes may increase as our business expands and our company grows larger. While our agreements with customers limit our liability for damages arising from our solutions, we cannot assure you that these contractual provisions will protect us from liability for damages in the event we are sued. Although we may carry general liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition, results of operations and prospects.
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Although there is no current pending litigation against the Company or its subsidiaries, in the future, clients or competitors may threaten lawsuits for what they believe to be infractions against themselves.
Our operations are subject to numerous US laws and regulations. Liability under these laws involves inherent uncertainties. Violations of these laws and regulations are subject to civil, and, in some cases, criminal sanctions. Although we are not aware of any compliance related issues, we may not have been, or may not be, at all times, in complete compliance with all requirements, and we may incur costs or liabilities in connection with such requirements. We may also incur unexpected interruptions to our operations, administrative injunctions requiring operation stoppages, fines and other penalties.
There can also be no assurance that any insurance coverage we take will be adequate or that we will prevail in any future cases. We can provide no assurance that we will be able to obtain liability insurance that would protect us from any such lawsuits. We are not currently subject to any claims from our employees or customers; however, we may be subject to such claims in the future. In the event that are not covered by insurance, our management could expend significant time addressing any such issues.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the New York Stock Exchange. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs; make some activities more difficult, time-consuming, and costly; and strain our personnel, systems, and resources.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are also required to make a formal assessment and provide an annual management report on the effectiveness of our internal control over financial reporting, which must be attested to by our independent registered public accounting firm. In order to maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, resources, including accounting-related costs and management oversight.
Additionally, current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, other additional weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to maintain or develop effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting.
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The notes to our financials for the six months ended June 30, 2020 includes an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.
The notes accompanying our June 30, 2020 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that the Company will continue as a going concern.” Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders may be materially and adversely affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Removed and Reserved.
Item 5. Other Information.
None
Item 6. Exhibits
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 19, 2020.
| Clinigence
Holdings, Inc. |
|
| /s/ Lawrence Schimmel | |
| Lawrence Schimmel | |
| Acting Chief Executive Officer | |
| /s/ Elisa Luqman | |
| Elisa Luqman | |
| Chief Financial Officer | |
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Exhibit Index
| 56 |
Exhibit 31.1
I, Lawrence Schimmel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Clinigence Holdings, Inc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| August 19, 2020 | /s/ Lawrence Schimmel |
| Acting Chief Executive Officer |
Exhibit 31.2
I, Elisa Luqman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Clinigence Holdings, Inc..;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| August 19, 2020 | /s/ Elisa Luqman |
| Chief Financial Officer |
Exhibit 32.1
WRITTEN
STATEMENT OF THE CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002
Solely for the purposes of complying with 18 U.S.C. s.1350 as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002, I, the undersigned Acting Chief Executive Officer of Clinigence Holdings, Inc.. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2020, (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| August 19, 2020 | /s/ Lawrence Schimmel |
| Acting Chief Executive Officer |
Exhibit 32.2
WRITTEN
STATEMENT OF THE CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002
Solely for the purposes of complying with 18 U.S.C. s.1350 as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002, I, the undersigned Chief Financial Officer of Clinigence Holdings, Inc.. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2020, (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| August 19, 2020 | /s/ Elisa Luqman |
| Chief Financial Officer |