CAREPICS ACQUISITION (Details Narrative) - Unit Purchase Agreement [Member] |
Apr. 01, 2025
USD ($)
|
|---|---|
| Asset Acquisition [Line Items] | |
| Payments to acquire businesses, gross | $ 1,650,000 |
| Earnout payment description | (A) the period beginning on the CarePICS Closing Date and ending on March 31, 2026 (the “First Earnout Period”) and (B) the period beginning on April 1, 2026 and ending on March 31, 2027 (the “Second Earnout Period”), each Seller is entitled to such Seller’s pro rata share of a value equal to (i) $2,000,000 minus (ii) any funding provided by the Purchaser or its affiliates to the SaaS P&L (as defined in the CarePICS Purchase Agreement) during the First Earnout Period and Second Earnout Period, as applicable, in excess of $110,000 per month, minus (iii) any shortfall in the projected SaaS P&L EBITDA (as defined in the CarePICS Purchase Agreement) for the applicable earnout period, plus (iv) 75% of any SaaS P&L EBITDA generated in excess of the projected SaaS P&L EBITDA for the First Earnout Period and the Second Earnout Period, as applicable. |
| Earnout payable in cash percentage | 30.00% |
| Earnout payable in Purchaser's election percentage | 70.00% |
| Earnout payable price per patient | $ 5.00 |
| Maximum [Member] | |
| Asset Acquisition [Line Items] | |
| Earnout payable | 10,000,000 |
| CarePICS Acquisition [Member] | |
| Asset Acquisition [Line Items] | |
| Cash consideration for asset acquisition | $ 2,000,000.0 |