FAIR VALUE MEASUREMENT |
NOTE
4. FAIR VALUE MEASUREMENT
In
accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”), the Company utilizes the
market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information
generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a
business.
ASC
820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.
The following is a brief description of those three levels:
●
|
Level
1 — Quoted prices in active markets for identical assets and liabilities |
|
|
●
|
Level
2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) |
|
|
●
|
Level
3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value) |
The
following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring
basis as of September 30, 2022 and December 31, 2021:
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| |
September 30, 2022 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Liabilities: | |
| | |
| | |
| | |
| |
Warrant derivative liabilities | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Contingent consideration promissory notes and
contingent consideration earn-out agreement | |
| — | | |
| — | | |
| 1,091,821 | | |
| 1,091,821 | |
Liabilities, fair value | |
$ | — | | |
$ | — | | |
$ | 1,091,821 | | |
$ | 1,091,821 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| |
December 31, 2021 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Liabilities: | |
| | |
| | |
| | |
| |
Warrant derivative liabilities | |
$ | — | | |
$ | — | | |
$ | 14,846,932 | | |
$ | 14,846,932 | |
Contingent consideration promissory notes and contingent consideration earn-out agreement | |
| — | | |
| — | | |
| 967,212 | | |
| 967,212 | |
Liabilities, fair value | |
$ | — | | |
$ | — | | |
$ | 15,814,144 | | |
$ | 15,814,144 | |
The
following table represents the change in Level 3 tier value measurements for the periods ended September 30, 2022:
SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS
| |
Contingent
Consideration
Promissory Notes | | |
Warrant Derivative
Liabilities | |
| |
| | | |
| | |
Balance, December 31, 2021 | |
$ | 967,212 | | |
$ | 14,846,932 | |
| |
| | | |
| | |
Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Acquisition | |
| 750,000 | | |
| — | |
| |
| | | |
| | |
Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Acquisition | |
| 105,000 | | |
| — | |
| |
| | | |
| | |
Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions | |
| (116,198 | ) | |
| — | |
| |
| | | |
| | |
Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions | |
| 56,050 | | |
| — | |
| |
| | | |
| | |
Change in fair value of warrant derivative liabilities | |
| — | | |
| (148,171 | ) |
| |
| | | |
| | |
Balance, March 31, 2022 | |
$ | 1,762,064 | | |
$ | 14,698,761 | |
| |
| | | |
| | |
Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions | |
| (100,624 | ) | |
| — | |
| |
| | | |
| | |
Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions | |
| (542,096 | ) | |
| — | |
| |
| | | |
| | |
Change in fair value of warrant derivative liabilities | |
| — | | |
| (5,413,618 | ) |
| |
| | | |
| | |
Balance, June 30, 2022 | |
$ | 1,119,344 | | |
$ | 9,285,143 | |
| |
| | | |
| | |
Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions | |
| (166,400 | ) | |
| — | |
| |
| | | |
| | |
Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions | |
| 138,877 | | |
| — | |
| |
| | | |
| | |
Change in fair value of warrant derivative liabilities | |
| — | | |
| (1,164,849 | ) |
| |
| | | |
| | |
Gain on extinguishment of warrant derivative liabilities | |
| — | | |
| (3,624,794 | ) |
| |
| | | |
| | |
Issuance of common stock through warrant exchange agreement | |
| — | | |
| (4,495,500 | ) |
| |
| | | |
| | |
Balance, September 30, 2022 | |
$ | 1,091,821 | | |
$ | — | |
|