EX-1.1

Exhibit 1.1

UNDERWRITING AGREEMENT

between

AMERICAN CARESOURCE HOLDINGS, INC.

and

JOSEPH GUNNAR & CO., LLC

as Representative of the Several Underwriters

AMERICAN CARESOURCE HOLDINGS, INC.

UNDERWRITING AGREEMENT

New York, New York

[    ●    ], 2015

Joseph Gunnar & Co., LLC

As Representative of the several Underwriters named on Schedule 1 attached hereto

30 Broad Street, 11^th Floor

New York, New York 10004

Ladies and Gentlemen:

The undersigned, American CareSource Holdings, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”; in the event that only one Underwriter is named on Schedule 1 hereto, then all references to "Underwriters" shall be deemed to mean and refer to such sole Underwriter) as follows:

1.     Purchase and Sale of Shares.

1.1           Firm Shares.

1.1.1    Nature and Purchase of Firm Shares. 

(i)          On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [    ●    ] shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”).

(ii)         The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[    ●    ] per Firm Share (93% of the per Firm Share offering price). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

1.1.2    Firm Shares Payment and Delivery.

(i)          Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the third (3 ^rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the fourth (4^th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Blank Rome LLP, 405 Lexington Avenue, New York, New York 10174 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.”

(ii)         Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”) for the respective accounts of the Underwriters). The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Firm Shares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

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1.2           Over-allotment Option.

1.2.1           Additional Shares. The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase up to an additional [    ●    ] shares of Common Stock, representing 15% of the Firm Shares sold in the Offering (the “Additional Shares”), for the sole purpose of covering over-allotment of such securities, if any. The purchase price to be paid per Additional Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Additional Shares are hereinafter referred to together as the “Public Securities”. The offering and sale of the Public Securities is herein referred to as the “Offering”.

1.2.2            Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Shares from the date hereof until 45 days after the date of the Prospectus (as defined below)(the “Option Period”). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional Shares then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

1.2.3           Payment and Delivery. Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Shares (or through the facilities of DTC for the accounts of the Underwriters). The Additional Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Additional Shares except upon tender of payment by the Representative for applicable Additional Shares. The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “ Closing Date ” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.

2.     Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined below), as of the Closing Date and as of the Option Closing Date, if any, as follows:

2.1           Filing of Registration Statement.

2.1.1           Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and amendments thereto, on Form S-1 (File No. 333-201947), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof.

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Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated June 13, 2014, that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

“Applicable Time” means [•] [a.m.]/[p.m.], Eastern time, on the date of this Agreement.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Public Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“Pricing Disclosure Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.

2.1.2           Pursuant to the Exchange Act. The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the shares of Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.

2.2           Stock Exchange Listing. The Common Stock is listed on The Nasdaq Capital Market (the “NasdaqCM”), and the Company has taken no action designed to, or likely to have the effect of, delisting the Common Stock from the NasdaqCM, nor has the Company received any notification that the NasdaqCM is contemplating terminating such listing, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. After giving effect to the Offer and the other adjustments described under the caption “Capitalization” in the Registration Statement, Pricing Disclosure Package and Prospectus, the Company and will have stockholders’ equity as such stockholder’s equity would be calculated on such date by NasdaqCM of at least $2,500,000.

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2.3           No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any) from the Commission for additional information.

2.4           Disclosures in Registration Statement.

2.4.1    Compliance with Securities Act and 10b-5 Representation.

(i)          Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii)         Neither the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(iii)        The Pricing Disclosure Package, as of the Applicable Time, as of the date of this Agreement, at the Closing Date or at any Option Closing Date (if any), did not, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus hereto does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the following disclosure contained in the “Underwriting” section of the Prospectus: (a) the second sentence of the second paragraph under the heading “Discounts,” (b) the first sentence under the heading “Stabilization” and (c) the second sentence of the third bullet under the heading “Stabilization;” and (ii) includes any other information about the Underwriter furnished by the Underwriter in writing for use in the Registration Statement or Issuer Free Writing Prospectus (collectively, the “Underwriters’ Information”).

(iv)        Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Underwriters’ Information.

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2.4.2    Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which either the Company or any Subsidiary (as defined below) is a party or by which it is or may be bound or affected and (i) that is filed as an exhibit to the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably be expected to result in a Material Adverse Change. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental or regulatory agency, body or court, domestic or foreign, having jurisdiction over the Company or any of its assets or business (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any violation which would not reasonably be expected to result in a Material Adverse Change, except as may be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

2.4.3      Prior Securities Transactions. Since August 6, 2015, no securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or under common control with the Company, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Preliminary Prospectus.

2.4.4    Regulations. The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state, local and all foreign laws, rules and regulations relating to the Company’s business as currently conducted or contemplated are correct and complete in all material respects and no other such laws, rules or regulations are required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus which are not so disclosed.

2.4.5    No Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the Offering other than any Preliminary Prospectus, the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.

2.5           Changes After Dates in Registration Statement.

2.5.1    No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as disclosed therein: (i) there has been no material adverse change in the financial position or results of operations of the Company and the Subsidiaries, taken as a whole, nor any change or development that, singularly or in the aggregate, would involve a material adverse change, in or affecting the condition (financial or otherwise), results of operations, business or assets of the Company and the Subsidiaries, taken as a whole (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company or any Subsidiary, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company or any Subsidiary has resigned from any position with the Company or any Subsidiary which would reasonably be expected to cause a Material Adverse Change.

2.5.2    Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities, other than shares of Common Stock issuable upon the exercise of then outstanding options, warrants and convertible securities; (ii) incurred any liability or obligation, direct or contingent, for borrowed money; or (iii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

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2.6           Independent Accountants. To the knowledge of the Company, McGladrey LLP (the “Auditor”), whose report is filed with the Commission as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

2.7           Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not include certain information and footnote disclosure required by GAAP). Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The pro forma financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been prepared in accordance with applicable rules and guidelines of the Commission with respect to pro forma financial information. The pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and the Company believes that the assumptions underlying the pro forma adjustments are reasonable. No other pro forma financial information is required to be included in the Registration, the Prospectus or the Pricing Disclosure Package. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company, (d) other than in the ordinary course of business and consistent with the Company’s prior policies, made any grants under any stock compensation plan, and (e) there has not been any Material Adverse Change in the Company’s long-term or short-term debt.

2.8           Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date , as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.

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2.9            Valid Issuance of Securities, etc.

2.9.1    Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no contractual rights of rescission or put rights with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights, rights of first refusal or rights of participation of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding shares of Common Stock, options, warrants and other rights to purchase or exchange such securities for shares of the Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties of the purchasers of such shares of Common Stock, exempt from such registration requirements.

2.9.2    Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized for issuance and sale and, when issued and paid for as set forth herein, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

2.10          Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holders of any securities of the Company or any options, warrants, rights or other securities exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in the Registration Statement or any other registration statement to be filed by the Company.

2.11          Validity and Binding Effect of Agreements. This Agreement has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

2.12          No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company or any Subsidiary is a party or as to which any property of the Company or any Subsidiary is a party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the by-laws of the Company or the formation documents of any Subsidiary (as the same may be amended or restated from time to time); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof (including, without limitation, those promulgated by the U.S. Department of Health and Human Services (the “HHS”) or by any foreign, state or local Governmental Entity performing functions similar to those performed by the HHS), except in the cases of clauses (i) and (iii) for such breaches, conflicts or violations which would not reasonably be expected to cause a Material Adverse Change.

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2.13          No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject. Neither the Company nor any Subsidiary is (i) in violation of any term or provision of its Charter or by-laws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except in the cases of clause (ii) for such violations which would not reasonably be expected to cause a Material Adverse Change.

2.14          Corporate Power; Licenses; Consents.

2.14.1  Conduct of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each of the Company and each Subsidiary has all requisite corporate power and authority, and has all necessary consents, authorizations, approvals, orders, licenses, certificates, qualifications, registrations and permits (collectively, the “Authorizations”) of and from all Governmental Entities that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess such Authorizations would not reasonably be expected to cause a Material Adverse Change.

2.14.2  Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all Authorizations required in connection therewith have been obtained. No Authorization of, and no filing with, Governmental Entity is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

2.15          D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”) as supplemented by all information concerning the Company’s directors and officers as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided to the Underwriters is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires to become inaccurate and incorrect in any material respect.

2.16          Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or any Subsidiary or, to the Company’s knowledge, any executive officer or director of the Company which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus which is required to be disclosed.

2.17          Good Standing. Each of the Company and each Subsidiary has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

2.18          Insurance. Each of the Company and each Subsidiary carries or is entitled to the benefits of insurance (including, without limitation, as to directors and officers insurance coverage), with, to the Company’s knowledge, reputable insurers, in such amounts and covering such risks which the Company believes are adequate, and all such insurance is in full force and effect. Neither the Company nor any Subsidiary has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.

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2.19         Transactions Affecting Disclosure to FINRA.

2.19.1   Finder’s Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider or Subsidiary with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as determined by FINRA.

2.19.2   Payments Within Six (6) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii)  any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the six (6) months prior to the initial filing of the Registration Statement, other than the payment to the Underwriters as provided hereunder in connection with the Offering.

2.19.3   Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically disclosed therein.

2.19.4   FINRA Affiliation. To the knowledge of the Company, there is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company’s securities or (iii) beneficial owner of the Company’s unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).

2.19.5   Information. All information provided by the Company in its FINRA questionnaire to Representative Counsel specifically for use by Representative Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all material respects.

2.20          Foreign Corrupt Practices Act. Neither the Company, any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company nor any other person acting on behalf of the Company, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company or any Subsidiary (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company or any Subsidiary to any material damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company or any Subsidiary. Each of the Company and each Subsidiary has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company and each Subsidiary to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

2.21          Compliance with OFAC. Neither the Company, any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company nor any other person acting on behalf of the Company, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and neither the Company nor any Subsidiary will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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2.22          Money Laundering Laws. The operations of the Company and each Subsidiary are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

2.23          Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in either the Registration Statement, Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

2.24          Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

2.25          Lock-Up Agreements.  Schedule 3 hereto contains a complete and accurate list of each of the Company’s officers, directors and 5% or greater holders of the Company’s securities (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit A (the “Lock-Up Agreement”), prior to the execution of this Agreement.   

2.26          Subsidiaries. The Company owns the membership interests in the following corporations and limited liability companies: Ancillary Care Services, Inc., a Delaware corporation, ACSH Urgent Care Holdings, LLC, a Delaware limited liability company, and ACSH Primary Care Holdings, LLC, a Delaware limited liability company (each a “Subsidiary” and collectively, the “Subsidiaries”). The Company has no other interest, nominal or beneficial, direct or indirect, in any other corporation, partnership, limited liability company, joint venture or other business entity that would be a “significant subsidiary,” as that term is defined in Rule 1-02 of Regulation S-X. All of the outstanding membership interests of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and, except to the extent set forth in the Registration Statement or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party. Except as disclosed in the Registration Statement or the Prospectus, no director, officer, or key employee of the Company named in the Prospectus holds any direct equity, debt or other pecuniary interest in any Subsidiary or, to the best of the Company’s knowledge, any Person with whom the Company or any Subsidiary does business or is in privity of contract with, other than, in each case, indirectly through the ownership by such individuals of shares of Common Stock.

2.27         Related Party Transactions.

2.27.1  Business Relationships. There are no business relationships or related party transactions involving the Company or any Subsidiary or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

2.27.2  No Unconsolidated Entities. There are no transactions, arrangements or other relationships between and/or among the Company, any of its Subsidiaries or affiliates (as such term is defined in Rule 405 of the Securities Act) and any unconsolidated entity, including, but not limited to, any structure finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s or any Subsidiary’s liquidity or the availability of or requirements for its capital resources required to be described in the Pricing Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described as required.

2.27.3  No Loans or Advances to Affiliates. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company or any Subsidiary to or for the benefit of any of the officers or directors of the Company or any Subsidiary or any of their respective family members, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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2.28          Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”), the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Nasdaq Stock Market LLC. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Nasdaq Stock Market LLC. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Nasdaq Stock Market LLC.

2.29          Sarbanes-Oxley Compliance.

2.29.1   Disclosure Controls. The Company has developed and currently maintains disclosure controls and procedures that comply with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.

2.29.2   Compliance. The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act.

2.30          Accounting Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations ) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

2.31          No Investment Company Status. Neither the Company nor any Subsidiary is and, after giving effect to the Offering and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any Subsidiary will be, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.

2.32          No Labor Disputes. No labor dispute with the employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is imminent. The Company is not aware that any key employee or significant group of employees of the Company or any Subsidiary plans to terminate employment with the Company or any Subsidiary.

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2.33          Intellectual Property Rights. The Company owns or possesses or has valid rights in certain patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets, software, databases, know-how, internet domain names, other unpatented and/or unpatentable proprietary confidential information systems, processes or procedures and similar rights (“Intellectual Property Rights”) relating to the conduct of the business of the Company as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. We have no reason to believe that the Intellectual Property described in the Registration Statement, Pricing Disclosure Package and the Prospectus is not valid, binding upon and enforceable against the parties thereto in accordance with its terms. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of any Intellectual Property Rights of others, where such infringement would cause a Material Adverse Change. Neither the Company nor any Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change, to the knowledge of the Company (A) there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any Subsidiary; (B) there is no pending or threatened action, suit, proceeding or claim by others challenging the rights of the Company or any Subsidiary in or to any such Intellectual Property Rights, and the Company is unaware of any facts that would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and each Subsidiary and the Intellectual Property Rights licensed to the Company and each Subsidiary have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts that would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or threatened action, suit, proceeding or claim by others that the Company or any Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company nor any Subsidiary has received any written notice of such claim and the Company is unaware of any other facts that would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; and (E) no employee of the Company or any Subsidiary is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any Subsidiary, or actions undertaken by the employee while employed with the Company or any Subsidiary and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company or any Subsidiary that has not been patented or published has been kept confidential. To the Company’s knowledge, neither the Company nor any Subsidiary is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. To the Company’s knowledge, none of the technology employed by the Company or any Subsidiary has been obtained or is being used by the Company or any Subsidiary in violation of any contractual obligation binding on the Company or any of its Subsidiaries, officers, directors or employees, or otherwise in violation of the rights of any persons, where such violation would cause a Material Adverse Change.

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2.34          Taxes. Each of the Company and each Subsidiary has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change and except as set forth in or disclosed in the Registration Statement, Pricing Disclosure Package or Prospectus. Each of the Company and each Subsidiary has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change and except as set forth in or disclosed in the Registration Statement, Pricing Disclosure Package or Prospectus. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or any Subsidiary, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or any Subsidiary. There are no material tax liens against the assets, properties or business of the Company or of any Subsidiary. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

2.35          Compliance with Environmental Laws. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) neither the Company nor any Subsidiary is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws ), (ii) each of the Company and each Subsidiary has all material permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with their requirements, (iii) there are no pending or, to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any Subsidiary and (iv) to the Company’s knowledge, there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any Subsidiary relating to Hazardous Materials or any Environmental Laws, except where such non-compliance with Environmental Laws, failure to receive or comply with required permits, authorizations or approvals, liability or status as a potentially responsible party would not reasonably be expected to cause a Material Adverse Change and except as set forth in or disclosed in the Registration Statement, Pricing Disclosure Package or Prospectus.

2.36         ERISA Compliance. Except in each case as would not reasonably be expected to cause a Material Adverse Change: (A) The Company, each Subsidiary and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, any Subsidiary or any of their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any Subsidiary, any member of any group of organizations described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or any Subsidiary is a member. (B) No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company or any of its Subsidiaries or ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any of its Subsidiaries or ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). (C) Neither the Company nor any of its Subsidiaries or ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. (D) Each “employee benefit plan” established or maintained by the Company or any of its Subsidiaries or ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification. The execution of this Agreement, or consummation of the Offering does not constitute a triggering event under any employee benefit plan or any other employment contract, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay or otherwise), acceleration, increase in vesting, or increase in benefits to any current or former participant, employee or director of the Company or any Subsidiary other than an event that is not material to the financial condition or business of the Company and the Subsidiaries, taken as a whole.

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2.37          Compliance with Laws. Except as otherwise disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus and as could not, individually or in the aggregate, be expected to result in a Material Adverse Change, each of the Company and each Subsidiary: (A) has operated and currently operates its business in substantial compliance with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company or any Subsidiary (“Applicable Laws”); (B) has not received any written notices, statements or other correspondence or notice from the HHS or any foreign, state or local Governmental Entity performing functions similar to the HHS or any other Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations; (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (D) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is threatening any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received written notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority is threatening such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission).

2.38          Smaller Reporting Company.  As of the time of filing of the Registration Statement, the Company was a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act Regulations.

2.39          Industry Data.  The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.

2.40          Margin Securities. Neither the Company nor any Subsidiary owns any “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of the Offering will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the shares of Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

2.41         Integration. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under the Securities Act.

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2.42         Title to Real and Personal Property. Each of the Company and each Subsidiary has good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and each Subsidiary, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, materially affect the business of the Company and the Subsidiaries, taken as a whole, and do not interfere with the use made of such property by the Company or such Subsidiary; and all of the leases and subleases material to the business of the Company and each Subsidiary, and under which the Company or any Subsidiary holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are, to the Company’s knowledge, in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that have been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

2.43         Confidentiality and Non-Competitions. To the Company’s knowledge, no director, officer, key employee or consultant of the Company or any Subsidiary is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect his ability to be and act in his respective capacity of the Company or such Subsidiary or be expected to result in a Material Adverse Change.

2.44         Corporate Records. The minute books of the Company have been made available to the Underwriters and counsel for the Underwriters, and such books (i) contain a complete and accurate summary of all material meetings and actions of the board of directors (including each board committee) and stockholders of the Company, and (ii) reflect all material transactions referred to in such minutes.

2.45         Testing-the-Waters Communications. Neither the Company nor any Subsidiary has (i) alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the written consent of the Representative and with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company confirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. Neither the Company nor any Subsidiary has distributed any Written Testing-the-Waters Communications. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

2.46         Electronic Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the Securities Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations) is required in connection with the Offering.

3.     Covenants of the Company. The Company covenants and agrees as follows:

3.1            Amendments to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representative shall reasonably object in writing.

3.2            Federal Securities Laws.

3.2.1      Compliance. The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations, and will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the receipt of any comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement; and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the Offering of the Public Securities. The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall use its best efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.

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3.2.2     Continued Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative or counsel for the Underwriters shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Date and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object.

3.2.3    Exchange Act Registration. For a period of three (3) years after the date of this Agreement, the Company shall use commercially reasonable efforts to maintain the registration of the Common Stock under the Exchange Act, provided that such provision shall not prevent a sale, merger or similar transaction involving the Company.

3.2.4    Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

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3.3            Delivery to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available to the Representative and counsel for the Representative, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

3.4            Delivery to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

3.5           Effectiveness and Events Requiring Notice to the Representative. The Company shall use commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.

3.6           Financial Public Relations Firm. As of the Effective Date, the Company shall have retained a financial public relations firm reasonably acceptable to the Representative and the Company.

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3.7           Payment of Expenses.

3.7.1     General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of Public Securities to be issued and sold in the Offering with the Commission; (b) all filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities on the NasdaqCM and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited as follows: (i) if the Offering is commenced on the Nasdaq Global Market, Nasdaq Global Select Market or NYSE AMEX, the Company will make a payment of $5,000 to such counsel at Closing or (ii) if the Offering is commenced on the NasdaqCM or Over-the-Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the shares of the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones not to exceed $5,000, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $40,000; (q) the $25,000 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the offering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof) provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. All expenses to be reimbursed shall be so requested in writing, with evidence of incurrence of same.

3.7.2     Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.10.1, on the Closing Date it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Firm Shares.

3.8           Application of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

3.9           Delivery of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon as practicable, but not later than the first day of the fifteenth (15th) full calendar month following the Effective Date, an earnings statement (which need not be certified by an independent registered public accounting firm unless required by the Securities Act or the Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering a period of at least twelve (12) consecutive months beginning after the Effective Date, to the extent required by the Securities Act and/or the Exchange Act.

3.10         Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative) has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Public Securities.

3.11         Internal Controls. Except to the extent disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, the Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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3.12          Accountants. As of the Effective Date, the Company shall retain an independent registered public accounting firm, as required by the Securities Act and the Regulations and the Public Company Accounting Oversight Board, reasonably acceptable to the Representative, and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least three (3) years after the Effective Date; provided that such provision shall not prevent a sale, merger or similar transaction involving the Company. The Representative acknowledges that the Auditor is acceptable to the Representative.

3.13          FINRA. For a period of 90 days from the later of the Closing Date or the Option Closing Date, the Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company’s securities or (iii) any beneficial owner of the Company’s unregistered equity securities which were acquired during the 180 days immediately preceding the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).

3.14          No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.

3.15          Company Lock-Up Agreements.

3.15.1   Restriction on Sales of Capital Stock. The Company, on behalf of itself and any Subsidiary or successor entity of the Company, agrees that, without the prior written consent of the Representative, it will not, during the period commencing on the date of this Agreement and ending on the 90^th day thereafter (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.

 The restrictions contained in this Section 3.18.1 shall not apply to (i) the Public Securities to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, (iii) the issuance by the Company of any security under any equity compensation plan of the Company, (iv) the issuance by the Company of shares of Common Stock, or securities exercisable or convertible into shares of Common Stock, in the connection with mergers, acquisitions or joint ventures, (v) the issuance by the Company of shares of Common Stock to consultants in the Company’s ordinary course of business and not for capital raising transactions and (vi) any issuance of securities disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, .

3.15.2   Restriction on Continuous Offerings. Notwithstanding the restrictions contained in Section 3.19.1, the Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 12 months after the date of this Agreement, directly or indirectly in any “at-the-market” or continuous equity transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.

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3.16          Release of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreement described in Section 2.26 hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.

3.17         Blue Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

3.18         Reporting Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Company shall report the use of proceeds from the issuance of the Public Securities as may be required under Rule 463 under the Securities Act Regulations.

3.19         Press Releases. During the Option Period, the Company shall not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Representative is notified), without the prior written consent of the Representative, which consent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the Representative, such press release or communication is required by law.

3.20         Sarbanes-Oxley. The Company shall at all times comply with all applicable provisions of the Sarbanes-Oxley Act in effect from time to time, provided that such provision shall not prevent a sale, merger or similar transaction involving the Company.

3.21         IRS Forms. If requested by the Representative, the Company shall deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

3.22         Form 8-K. On or prior to (a) the earlier of November 17, 2015 and the fourth (4^th) business day following the Closing Date, the Company shall file a Form 8-K containing the information required by the Nasdaq Stock Market for the Company to regain certification with the Nasdaq Stock Market Listing Rule 5550(b) and (b) on or prior to the fourth (4^th) business day following the closing thereof, the Company shall file a Form 8-K containing the disclosures required by Form 8-K relating to the Medac Asset Acquisition (as defined in the Registration Statement, Pricing Disclosure Package and Prospectus).

4.     Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Public Securities, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the following conditions:

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4.1            Regulatory Matters.

4.1.1     Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement shall have become effective not later than 5:30 p.m., Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes shall have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under the Securities Act Regulations.

4.1.2    FINRA Clearance. On or before the Effective Date, the Representative shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

4.1.3    NasdaqCM Stock Market Clearance. On or before the Closing Date, the Firm Shares shall have been approved for listing on the NasdaqCM, subject only to official notice of issuance. On the any Option Closing Date, such Additional Shares shall have been approved for listing on the NasdaqCM, subject only to official notice of issuance.

4.2            Company Counsel Matters.

4.2.1    Closing Date Opinion of Counsel to the Company. On the Closing Date, the Representative shall have received:

(i)          the favorable opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, and (ii) a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in a form reasonably acceptable to the Representative; and

(ii)         Adam S. Winger, General Counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in a form reasonably acceptable to the Representative.

4.2.2     Option Closing Date Opinions of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable opinions of each counsel listed in Sections 4.2.1 and 4.2.2, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsels in their respective opinions delivered on the Closing Date.

4.2.3    Opinion of Representative Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall have received from Representative counsel, such opinion or opinions and negative assurances statement, dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date) addressed to the Underwriters, with respect to such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

4.2.4    Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative Counsel if requested.

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4.3            Comfort Letters.

4.3.1     Cold Comfort Letter. At the time this Agreement is executed you shall have received a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, addressed to the Representative and in form and substance satisfactory in all respects to you and to Representative Counsel from the Auditor, dated as of the date of this Agreement.

4.3.2    Bring-down Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date not more than three (3) Business Days prior to the Closing Date or the Option Closing Date, as applicable.

4.4            Officers’ Certificates.

4.4.1    Officers’ Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), of its Chief Executive Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable Time and as of the date of this Agreement and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), any Issuer Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the representations and warranties of the Company in this Agreement are true and correct in all material respects (except for those representations and warranties qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of such date) and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing Date if such date is other than the Closing Date), and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Pricing Disclosure Package, a Material Adverse Change, except as set forth in the Prospectus.

4.4.2    Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and by-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

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4.5           No Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no Material Adverse Change in the business activities, financial or otherwise, of the Company and the Subsidiaries, taken as a whole, from the latest dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and no material change in the capital stock or debt of the Company; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company, any Subsidiary or any Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public Securities or may reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Public Securities or materially or may reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (vi) the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package, the Prospectus nor any Issuer Free Writing Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4.6           No Material Misstatement or Omission. The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration Statement, Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

4.7           Corporate Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Public Securities, the Registration Statement, the Pricing Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

4.8           Delivery of Agreements. On or before the Effective Date, the Company shall have delivered to the Representative executed copies of the Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.

4.9           Additional Documents. At the Closing Date and at each Option Closing Date (if any), Representative Counsel shall have been furnished with such documents and opinions as they may require for the purpose of enabling Representative Counsel to deliver an opinion to the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities as herein contemplated shall be satisfactory in form and substance to the Representative and Representative Counsel.

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5.     Indemnification.

5.1           Indemnification of the Underwriters.

5.1.1     General. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”), against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in, (i) the Registration Statement, the Pricing Disclosure Package, the Preliminary Prospectus, the Prospectus, or in any Issuer Free Writing Prospectus or in any Written Testing-the-Waters Communication (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 5, collectively called “application”) executed by the Company or approved in writing by the Company in any jurisdiction in order to qualify the Public Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, the Exchange or any other national securities exchange; unless such statement or omission was made in reliance upon, and in conformity with, the Underwriters’ Information. With respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, Pricing Disclosure Package or Prospectus, the indemnity agreement contained in this Section 5.1.1 shall not inure to the benefit of any Underwriter Indemnified Party to the extent that any loss, liability, claim, damage or expense of such Underwriter Indemnified Party results from the fact that a copy of the Prospectus was not given or sent to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Public Securities to such person as required by the Securities Act and the Securities Act Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section 3.3 hereof.

5.1.2     Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and reasonable fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party) and payment of actual and reasonable expenses. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action, or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the actual and reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if any Underwriter Indemnified Party shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action, which approval shall not be unreasonably withheld.

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5.2           Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in conformity with, the Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

5.3           Contribution.

5.3.1     Contribution Rights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other, from the Offering of the Public Securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall be deemed to be in the same proportion as the total net proceeds from the Offering of the Public Securities purchased under this Agreement (before deducting expenses) received by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the shares of the Common Stock purchased under this Agreement, as set forth in the table on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.3.1 in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Offering of the Public Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

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5.3.2     Contribution Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencement thereof within the aforesaid 15 days, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent of such contributing party. The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available. Each Underwriter’s obligations to contribute pursuant to this Section 5.3 are several and not joint.

6.     Default by an Underwriter.

6.1            Default Not Exceeding 10% of Firm Shares or Additional Shares. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Additional Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Additional Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Additional Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

6.2            Default Exceeding 10% of Firm Shares or Additional Shares. In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Additional Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Additional Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Additional Shares, you do not arrange for the purchase of such Firm Shares or Additional Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Additional Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Additional Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.10 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Additional Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

6.3            Postponement of Closing Date. In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such shares of Common Stock.

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7.     Additional Covenants.

7.1            Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sarbanes-Oxley Act, the Exchange Act and the listing rules of the NasdaqCM or any other national securities exchange, as the case may be, in the event the Company seeks to have its Common Stock listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the NasdaqCM.

7.2            Right of First Refusal. Provided that the Public Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “ Right of First Refusal”), for a period of twelve (12) months from the Effective Date to act as sole book-runner and/or sole placement agent, at the Representative’s sole discretion, on the Representative’s customary terms and conditions, for each and every public and private equity offering, including all equity-linked financings (each, a “Subject Transaction”). The Representative shall have the sole right to determine whether any broker-dealer shall have the right to participate in any such offering and the economic terms of such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative.  If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction.   The terms and conditions of any such engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

8.     Effectiveness of this Agreement and Termination Thereof.

8.1            Effectiveness of the Agreement. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party.

8.2            Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Additional Shares; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of such a Material Adverse Change, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.

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8.3            Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $125,000, inclusive of the $10,000 advance previously paid by the Company to the Representative (the “Advance”), for out-of-pocket accountable expenses, and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).

8.4            Survival of Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

8.5            Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.

9.     Miscellaneous.

9.1            Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or certified mail, return receipt requested), personally delivered or sent by facsimile transmission and confirmed and shall be deemed given when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing.

If to the Representative:

Joseph Gunnar & Co., LLC

30 Broad Street, 11^th Floor

New York, New York 10004

Attn: Mr. Eric Lord, Head of Investment Banking/Underwritings

Fax No.: (646) 461-2729

with a copy (which shall not constitute notice) to:

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

Attn: Brad L. Shiffman, Esq.

Fax No.:  (917) 332-3725

sIf to the Company:

American CareSource Holdings, Inc.

1170 Peachtree Street – Suite 2350

Atlanta, Georgia 30309

Attention: General Counsel

Fax No: (205) 488-3857

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with a copy (which shall not constitute notice) to:

Baker, Donelson, Bearman, Caldwell, Berkowitz, P.C.

1400 Wells Tower

420 20^th Street North

Birmingham, Alabama 35203

Attention: B. G. Minisman, Jr.

Fax No: (205) 488-3705

9.2           Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

9.3           Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

(i)          each Underwriter’s responsibility to the Company is solely contractual in nature, each Underwriter has been retained solely to act as an underwriter in connection with the Offering and no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether either the Representative has advised or is advising the Company on other matters;

(ii)         the price of the Public Securities set forth in this Agreement was established by the Company following discussions and arm’s-length negotiations with the Representative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; and

(iii)        it has been advised that the Representative and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship.

9.4           Research Analyst Independence. The Company acknowledges that each Underwriter’s research analysts and research departments are required to be independent from its investment banking division and are subject to certain regulations and internal policies, and that such Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their investment banking division. The Company acknowledges that each Underwriter is a full service securities firm and as such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the Company; provided, however, that nothing in this Section 9.4 shall relieve the Underwriter of any responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws, rules or regulations.

9.5           Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.

9.6           Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.7           Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the control persons, directors and officers referred to in Section 5.2 hereof, and their respective successors, legal representatives, heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.

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9.8           Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.9           Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.

9.10          Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

[Signature Page Follows]

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If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Very truly yours,

AMERICAN CARESOURCE HOLDINGS, INC.

By:

Name:

Title:

Confirmed as of the date first written

above, on behalf of itself and as

Representative of the several Underwriters

named on Schedule 1 hereto:

JOSEPH GUNNAR & CO., LLC

By:

Name:

Title:

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SCHEDULE 1

Underwriter	Total Number of Firm Shares to be Purchased	Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised
Joseph Gunnar & Co., LLC

S-1

SCHEDULE 2-A

Pricing Information

Number of Firm Shares:

Number of Additional Shares:

Public Offering Price per Share:

Underwriting Discount per Share: $

Proceeds to Company per Share (before expenses): $

Underwriting Non-accountable expense allowance per Share:  $

S-2A

SCHEDULE 2-B

Issuer General Use Free Writing Prospectuses

Free writing prospectuses filed with the SEC on [    ●    ], 2015

S-2B

SCHEDULE 2-C

Written Testing-the-Waters Communications

None

S-2C

SCHEDULE 3

List of Lock-Up Parties

John Pappajohn

Norman Winland

James A. Honn

Adam S. Winger

Edward B. Berger

Mark C. Oman

Matthew P. Kinley

Geoffrey E. Harris

S-3

EXHIBIT A

Form of Lock-Up Agreement

[_________]

Joseph Gunnar & Co., LLC

30 Broad Street, 11th Floor

New York, New York 10004

Ladies and Gentlemen:

The undersigned understands that Joseph Gunnar & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with American CareSource Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the effective date of the registration statement (the “Registration Statement”) relating to the Public Offering and ending one hundred eighty days (180) [ninety (90) days for 5% or greater holders] after such date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) the receipt by the undersigned from the Company of shares of Common Stock (the “Plan Shares”) upon the vesting of any securities or the exercise of any options to purchase the Company’s securities issued pursuant to the Company’s equity incentive plans or the transfer of shares of Common Stock or any securities convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities including on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, provided that no filing under the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period and provided further, that the Plan Shares shall be subject to the terms of this letter; (e) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to such corporation, partnership, limited liability company or other business entity or to any shareholder, partner, member, or owner thereof; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.

Exhibit A

No provision in this lock-up agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period), or a sale of 100% of the Company’s outstanding Shares, a merger or other similar transaction involving the Company.

The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned understands that, if the Underwriting Agreement is not executed by November 11, 2015, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares and warrants to purchase Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.

Exhibit A

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.

Very truly yours,

(Name - Please Print)

(Signature)

(Name of Signatory, in the case of entities - Please Print)

(Title of Signatory, in the case of entities - Please Print)

Address:

EX-4.8

Exhibit 4.8

STOCK PURCHASE WARRANT

To Purchase Common Stock of

AMERICAN CARESOURCE HOLDINGS, INC.

NEITHER THIS WARRANT NOR THE SHARES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

Void after 5:00 p.m. Eastern Standard Time, on August 12, 2020.

Warrant to Purchase 150,000 Shares of Common Stock.

WARRANT TO PURCHASE COMMON STOCK

OF

AMERICAN CARESOURCE HOLDINGS, INC.

Warrant No. 8.003

This is to Certify That, FOR VALUE RECEIVED, John Pappajohn (Holder) is entitled to purchase, subject to the provisions of this Warrant, from AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (Company), One Hundred Fifty Thousand (150,000) fully paid, validly issued and nonassessable shares of common stock, par value $0.01 per share, of the Company (Common Stock) at a price of One Dollar and Seventy Cents ($1.70) per share (the “Exercise Price”) at any time or from time to time during the period from the date hereof to 5:00 p.m. Eastern Standard Time, on August 12, 2020. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of this Warrant will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as Warrant Shares and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the Exercise Price.

(a) EXERCISE OF WARRANT.

(1) This Warrant may be exercised in whole or in part at any time or from time to time on or after the date hereof and until 5:00 p.m. Eastern Standard Time on August 12, 2020; provided, however, that if either such day is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent if any, with the Purchase Form, annexed hereto, duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of this Warrant, but not later than fourteen (14) days from the date of such exercise, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt by the Company of this Warrant at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise and with proper payment, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be physically delivered to the Holder.

(2) In lieu of delivering the Exercise Price in cash or check the Holder may elect to receive shares of Common Stock equal to the value of the Warrant or portion thereof being exercised (Net Issue Exercise). If the Holder wishes to elect the Net Issue Exercise, the Holder shall notify the Company of its election in writing at the time it delivers to the Company the Purchase Form. In the event the Holder shall elect Net Issue Exercise, the Holder shall receive the number of shares of Common Stock equal to the product of (a) the number of shares of Common Stock purchasable under the Warrant, or portion thereof being exercised, and (b) the current market value, as defined in paragraph (c), of one share of Common Stock minus the Exercise Price, divided by (c) the current market value, as defined below, of one share of Common Stock.

(3) Notwithstanding anything herein to the contrary, if Holder has not otherwise exercised this Warrant in total, on the expiration date of this Warrant, the Warrant shall be automatically exercised via Net Issue Exercise pursuant to Section (a)(2) above.

(b) RESERVATION OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance and delivery upon exercise of this Warrant.

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(c) FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share of Common Stock called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of a share of Common Stock, determined as follows:

(1) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ Capital Market, the current market value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange; or

(2) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current market value shall be the mean of the last reported bid and asked prices reported by the OTC Markets Group on the last business day prior to the date of the exercise of this Warrant; or

(3) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than the book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.

(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company at its principal office or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term Warrant as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

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(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

(f) ANTI-DILUTION PROVISIONS AND PRICE ADJUSTMENT. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows:

(1) In case the Company shall (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price shall be proportionately increased (as in the case of (iii), above) or decreased (as in the case of (i) or (ii), above). Such adjustment shall be made successively whenever any event listed above shall occur.

(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the Subscription Price) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal such lower price. Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered, if any.

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(3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), the Company shall reserve and the holder of this Warrant shall thereafter, upon exercise hereof, be entitled to receive with respect to each share of Common Stock purchased hereunder, without any change in, or payment in addition to, the Exercise Price, the amount of any property or other securities which would have been distributed to such holder had such holder been a holder of one share of Common Stock on the record date of such distribution (or, if no record date was established by the Company, the date such distribution was paid).

(4) Intentionally Omitted.

(5) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to Subsections (1) or (2) above, the number of shares of Common Stock purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of shares of Common Stock initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. No other adjustment of the Exercise Price in this section (f) shall cause an adjustment of the number of shares purchasable upon exercise of this Warrant.

(6) The following paragraphs shall terminate immediately after the closing (and after adjustment of the Exercise Price, if required by this section) of an offering of shares of Common Stock which offering is registered pursuant to the Act with gross proceeds to the Company of $10 million or more.

(a) In case the Company shall issue shares of its Common Stock, excluding shares issued (i) in any of the transactions described in Subsection (1) above, (ii) in connection with equity grants (including grants of restricted shares of Common Stock) to the Company’s employees under, or upon exercise of options granted to the Company’s employees, officers or directors under, a plan or plans adopted by the Company’s Board of Directors and approved by its stockholders, if such shares would otherwise be included in this Subsection (6), (iii) upon exercise of any warrant outstanding on the date hereof, (iv) upon conversion of any securities convertible into or exchangeable for its Common Stock, excluding securities issued in transactions described in Subsections (2) and (3) above, outstanding as of the date hereof, or (v) to stockholders of any corporation which merges into the Company, in proportion to their stock holdings of such corporation immediately prior to such merger, upon the consummation of such merger; but only if no adjustment is required pursuant to any other specific subsection of this Section (f) (without regard to Subsection (7) below) with respect to the transaction giving rise to such right, for a consideration per share (the “Offering Price”) less than the Exercise Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal such Offering Price. Such adjustment shall be made successively whenever such an issuance is made.

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(b) In case the Company shall issue any securities convertible into or exchangeable for its Common Stock, excluding securities issued (i) in transactions described in Subsections (2) and (3) above, and (ii) in connection with equity grants (including grants of restricted stock units) to the Company’s employees, officers or directors under a plan or plans adopted by the Company’s Board of Directors and approved by its stockholders; for a consideration per share of Common Stock (the “Conversion Price”) initially deliverable upon conversion or exchange of such securities, determined as provided in subsection (6)(c) below, less than the Exercise Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal such Conversion Price; and to the extent that shares of Common Stock are not delivered after the expiration of such securities, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such securities been made upon the basis of delivery of only the number of shares of Common Stock actually delivered, if any. Such adjustment shall be made successively whenever such an issuance is made.

(c) For purposes of any computation respecting consideration received pursuant to Subsections (6)(a) and (b) above, the following apply:

(A) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith;

(B) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof), whose determination shall be conclusive; and

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(C) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefore shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof, the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (6).

(d) Notwithstanding anything in this Warrant to the contrary, no adjustment in the Exercise Price shall be made pursuant to Subsection (6) unless and until the provisions of Subsection (6) are duly approved by the stockholders of the Company.

(7) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any Federal income tax liability to the holders of Common Stock or securities convertible into Common Stock (including the Warrant); provided, however, that no such adjustment shall cause an increase to the Exercise Price then in effect.

(8) Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly but no later than 30 days after any request for such an adjustment by the Holder, cause a notice setting forth the adjusted Exercise Price and, if applicable under paragraph (f)(5) above, the adjusted number of shares of Common Stock issuable upon exercise of each Warrant, and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to the Holder at his last address appearing in the Warrant Register to be maintained by the Company, and shall cause a certified copy thereof to be mailed to its transfer agent, if any.

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(9) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) to (8), inclusive above.

(10) Notwithstanding the foregoing, any increase in the number of shares issuable upon the exercise of this Warrant, when combined with (i) the shares issuable upon exercise of the other warrants issued on the date hereof and (ii) the shares issuable in connection with the warrants issued by the Company on July 30, 2014 and December 4, 2014, shall not be made to the extent the aggregate amount of such issuances would require stockholder approval pursuant to the NASDAQ listing rules and any increase shall be capped, on a pro rata basis, at the maximum number of shares allowed which would not require stockholder approval unless and until such stockholder approval is obtained. The Holder hereof agrees that this Warrant may be amended or modified by the Company (without the consent of the Holder) to include any language required or reasonably requested by NASDAQ to effectuate the intent of the this provision.

(g) OFFICER’S CERTIFICATE. Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer’s certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer’s certificate shall be made available at all reasonable times for inspection by the Holder or any holder of a Warrant executed and delivered pursuant to Section (a) hereof and the Company shall, forthwith after each such adjustment, mail a copy by certified mail of such certificate to the Holder or any such holder.

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(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be outstanding if the Company shall offer to the holders of Common Stock for subscription or purchase by them any share of any class or any other rights or if any capital reorganization of the Company, reclassification of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then in any such case, the Company shall cause to be mailed by certified mail to the Holder, at least fifteen days prior to the date specified in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.

(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (1) of Section (f) hereof.

(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933. This Warrant is issued without registration rights.

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(k) RESTRICTIVE LEGEND. Each Warrant Share, when issued, shall include a legend in substantially the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

(l) REPRESENTATIONS OF HOLDER. By acceptance of this Warrant, Holder hereby represents and warrants to the Company that

(1) Holder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act. Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(2) Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances.

(3) Holder has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

(m) The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

Dated:  September 2, 2015	AMERICAN CARESOURCE HOLDINGS, INC.
	By:	/s/ Adam S. Winger
	Name:	Adam S. Winger
	Title:	Interim Chief Financial Officer

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PURCHASE FORM

Dated _____________ 20__

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing ___________ shares of Common Stock and hereby makes payment of ___________ in payment of the actual exercise price thereof.

________________

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name ___________________________________________________________

(Please typewrite or print in block letters)

Address _________________________________________________________

Signature __________________________________________________

________________

ASSIGNMENT FORM

FOR VALUE RECEIVED, ________________________________ hereby sells, assigns and transfers unto

Name ____________________________________________________________

(Please typewrite or print in block letters)

Address __________________________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of _______ shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the same on the books of the Company with full power of substitution in the premises.

Date ______________, 20__

Signature __________________________

EX-4.9

Exhibit 4.9

STOCK PURCHASE WARRANT

To Purchase Common Stock of

AMERICAN CARESOURCE HOLDINGS, INC.

NEITHER THIS WARRANT NOR THE SHARES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

Void after 5:00 p.m. Eastern Standard Time, on August 12, 2020.

Warrant to Purchase 99,990 Shares of Common Stock.

WARRANT TO PURCHASE COMMON STOCK

OF

AMERICAN CARESOURCE HOLDINGS, INC.

Warrant No. 8.002

This is to Certify That, FOR VALUE RECEIVED, Mark Oman (Holder) is entitled to purchase, subject to the provisions of this Warrant, from AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (Company), Ninety-Nine Thousand Nine Hundred Ninety (99,990) fully paid, validly issued and nonassessable shares of common stock, par value $0.01 per share, of the Company (Common Stock) at a price One Dollar and Seventy Cents ($1.70) per share (the “Exercise Price”) at any time or from time to time during the period from the date hereof to 5:00 p.m. Eastern Standard Time, on August 12, 2020. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of this Warrant will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as Warrant Shares and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the Exercise Price.

(a) EXERCISE OF WARRANT.

(1) This Warrant may be exercised in whole or in part at any time or from time to time on or after the date hereof and until 5:00 p.m. Eastern Standard Time on August 12, 2020; provided, however, that if either such day is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent if any, with the Purchase Form, annexed hereto, duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of this Warrant, but not later than fourteen (14) days from the date of such exercise, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt by the Company of this Warrant at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise and with proper payment, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be physically delivered to the Holder.

(2) In lieu of delivering the Exercise Price in cash or check the Holder may elect to receive shares of Common Stock equal to the value of the Warrant or portion thereof being exercised (Net Issue Exercise). If the Holder wishes to elect the Net Issue Exercise, the Holder shall notify the Company of its election in writing at the time it delivers to the Company the Purchase Form. In the event the Holder shall elect Net Issue Exercise, the Holder shall receive the number of shares of Common Stock equal to the product of (a) the number of shares of Common Stock purchasable under the Warrant, or portion thereof being exercised, and (b) the current market value, as defined in paragraph (c), of one share of Common Stock minus the Exercise Price, divided by (c) the current market value, as defined below, of one share of Common Stock.

(3) Notwithstanding anything herein to the contrary, if Holder has not otherwise exercised this Warrant in total, on the expiration date of this Warrant, the Warrant shall be automatically exercised via Net Issue Exercise pursuant to Section (a)(2) above.

(b) RESERVATION OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance and delivery upon exercise of this Warrant.

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(c) FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share of Common Stock called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of a share of Common Stock, determined as follows:

(1) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ Capital Market, the current market value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange; or

(2) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current market value shall be the mean of the last reported bid and asked prices reported by the OTC Markets Group on the last business day prior to the date of the exercise of this Warrant; or

(3) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than the book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.

(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company at its principal office or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term Warrant as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

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(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

(f) ANTI-DILUTION PROVISIONS AND PRICE ADJUSTMENT. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows:

(1) In case the Company shall (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price shall be proportionately increased (as in the case of (iii), above) or decreased (as in the case of (i) or (ii), above). Such adjustment shall be made successively whenever any event listed above shall occur.

(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the Subscription Price) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal such lower price. Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered, if any.

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(3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), the Company shall reserve and the holder of this Warrant shall thereafter, upon exercise hereof, be entitled to receive with respect to each share of Common Stock purchased hereunder, without any change in, or payment in addition to, the Exercise Price, the amount of any property or other securities which would have been distributed to such holder had such holder been a holder of one share of Common Stock on the record date of such distribution (or, if no record date was established by the Company, the date such distribution was paid).

(4) Intentionally Omitted.

(5) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to Subsections (1) or (2) above, the number of shares of Common Stock purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of shares of Common Stock initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. No other adjustment of the Exercise Price in this section (f) shall cause an adjustment of the number of shares purchasable upon exercise of this Warrant.

(6) The following paragraphs shall terminate immediately after the closing (and after adjustment of the Exercise Price, if required by this section) of an offering of shares of Common Stock which offering is registered pursuant to the Act with gross proceeds to the Company of $10 million or more.

(a) In case the Company shall issue shares of its Common Stock, excluding shares issued (i) in any of the transactions described in Subsection (1) above, (ii) in connection with equity grants (including grants of restricted shares of Common Stock) to the Company’s employees under, or upon exercise of options granted to the Company’s employees, officers or directors under, a plan or plans adopted by the Company’s Board of Directors and approved by its stockholders, if such shares would otherwise be included in this Subsection (6), (iii) upon exercise of any warrant outstanding on the date hereof, (iv) upon conversion of any securities convertible into or exchangeable for its Common Stock, excluding securities issued in transactions described in Subsections (2) and (3) above, outstanding as of the date hereof, or (v) to stockholders of any corporation which merges into the Company, in proportion to their stock holdings of such corporation immediately prior to such merger, upon the consummation of such merger; but only if no adjustment is required pursuant to any other specific subsection of this Section (f) (without regard to Subsection (7) below) with respect to the transaction giving rise to such right, for a consideration per share (the “Offering Price”) less than the Exercise Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal such Offering Price. Such adjustment shall be made successively whenever such an issuance is made.

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(b) In case the Company shall issue any securities convertible into or exchangeable for its Common Stock, excluding securities issued (i) in transactions described in Subsections (2) and (3) above, and (ii) in connection with equity grants (including grants of restricted stock units) to the Company’s employees, officers or directors under a plan or plans adopted by the Company’s Board of Directors and approved by its stockholders; for a consideration per share of Common Stock (the “Conversion Price”) initially deliverable upon conversion or exchange of such securities, determined as provided in subsection (6)(c) below, less than the Exercise Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal such Conversion Price; and to the extent that shares of Common Stock are not delivered after the expiration of such securities, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such securities been made upon the basis of delivery of only the number of shares of Common Stock actually delivered, if any. Such adjustment shall be made successively whenever such an issuance is made.

(c) For purposes of any computation respecting consideration received pursuant to Subsections (6)(a) and (b) above, the following apply:

(A) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith;

(B) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof), whose determination shall be conclusive; and

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(C) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefore shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof, the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (6).

(d) Notwithstanding anything in this Warrant to the contrary, no adjustment in the Exercise Price shall be made pursuant to Subsection (6) unless and until the provisions of Subsection (6) are duly approved by the stockholders of the Company.

(7) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any Federal income tax liability to the holders of Common Stock or securities convertible into Common Stock (including the Warrant); provided, however, that no such adjustment shall cause an increase to the Exercise Price then in effect.

(8) Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly but no later than 30 days after any request for such an adjustment by the Holder, cause a notice setting forth the adjusted Exercise Price and, if applicable under paragraph (f)(5) above, the adjusted number of shares of Common Stock issuable upon exercise of each Warrant, and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to the Holder at his last address appearing in the Warrant Register to be maintained by the Company, and shall cause a certified copy thereof to be mailed to its transfer agent, if any.

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(9) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) to (8), inclusive above.

(10) Notwithstanding the foregoing, any increase in the number of shares issuable upon the exercise of this Warrant, when combined with (i) the shares issuable upon exercise of the other warrants issued on the date hereof and (ii) the shares issuable in connection with the warrants issued by the Company on July 30, 2014 and December 4, 2014, shall not be made to the extent the aggregate amount of such issuances would require stockholder approval pursuant to the NASDAQ listing rules and any increase shall be capped, on a pro rata basis, at the maximum number of shares allowed which would not require stockholder approval unless and until such stockholder approval is obtained. The Holder hereof agrees that this Warrant may be amended or modified by the Company (without the consent of the Holder) to include any language required or reasonably requested by NASDAQ to effectuate the intent of this provision.

(g) OFFICER’S CERTIFICATE. Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer’s certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer’s certificate shall be made available at all reasonable times for inspection by the Holder or any holder of a Warrant executed and delivered pursuant to Section (a) hereof and the Company shall, forthwith after each such adjustment, mail a copy by certified mail of such certificate to the Holder or any such holder.

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(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be outstanding if the Company shall offer to the holders of Common Stock for subscription or purchase by them any share of any class or any other rights or if any capital reorganization of the Company, reclassification of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then in any such case, the Company shall cause to be mailed by certified mail to the Holder, at least fifteen days prior to the date specified in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.

(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (1) of Section (f) hereof.

(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933. This Warrant is issued without registration rights.

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(k) RESTRICTIVE LEGEND. Each Warrant Share, when issued, shall include a legend in substantially the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

(l) REPRESENTATIONS OF HOLDER. By acceptance of this Warrant, Holder hereby represents and warrants to the Company that

(1) Holder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act. Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(2) Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances.

(3) Holder has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

(m) The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

Dated:  September 2, 2015	AMERICAN CARESOURCE HOLDINGS, INC.
	By:	/s/ Adam S. Winger
	Name:	Adam S. Winger
	Title:	Interim Chief Financial Officer

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PURCHASE FORM

Dated _____________ 20__

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing ___________ shares of Common Stock and hereby makes payment of ___________ in payment of the actual exercise price thereof.

________________

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name ___________________________________________________________

(Please typewrite or print in block letters)

Address _________________________________________________________

Signature __________________________________________________

________________

ASSIGNMENT FORM

FOR VALUE RECEIVED, ________________________________ hereby sells, assigns and transfers unto

Name ____________________________________________________________

(Please typewrite or print in block letters)

Address __________________________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of _______ shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the same on the books of the Company with full power of substitution in the premises.

Date ______________, 20__

Signature __________________________

EX-4.10

Exhibit 4.10

STOCK PURCHASE WARRANT

To Purchase Common Stock of

AMERICAN CARESOURCE HOLDINGS, INC.

NEITHER THIS WARRANT NOR THE SHARES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

Void after 5:00 p.m. Eastern Standard Time, on August 12, 2020.

Warrant to Purchase 50,010 Shares of Common Stock.

WARRANT TO PURCHASE COMMON STOCK

OF

AMERICAN CARESOURCE HOLDINGS, INC.

Warrant No. 8.001

This is to Certify That, FOR VALUE RECEIVED, Bruce Rastetter (Holder) is entitled to purchase, subject to the provisions of this Warrant, from AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (Company), Fifty Thousand and Ten (50,010) fully paid, validly issued and nonassessable shares of common stock, par value $0.01 per share, of the Company (Common Stock) at a price of One Dollar and Seventy Cents ($1.70) per share (the “Exercise Price”) at any time or from time to time during the period from the date hereof to 5:00 p.m. Eastern Standard Time, on August 12, 2020. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of this Warrant will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as Warrant Shares and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the Exercise Price.

(a) EXERCISE OF WARRANT.

(1) This Warrant may be exercised in whole or in part at any time or from time to time on or after the date hereof and until 5:00 p.m. Eastern Standard Time on August 20, 2020; provided, however, that if either such day is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent if any, with the Purchase Form, annexed hereto, duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of this Warrant, but not later than fourteen (14) days from the date of such exercise, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt by the Company of this Warrant at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise and with proper payment, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be physically delivered to the Holder.

(2) In lieu of delivering the Exercise Price in cash or check the Holder may elect to receive shares of Common Stock equal to the value of the Warrant or portion thereof being exercised (Net Issue Exercise). If the Holder wishes to elect the Net Issue Exercise, the Holder shall notify the Company of its election in writing at the time it delivers to the Company the Purchase Form. In the event the Holder shall elect Net Issue Exercise, the Holder shall receive the number of shares of Common Stock equal to the product of (a) the number of shares of Common Stock purchasable under the Warrant, or portion thereof being exercised, and (b) the current market value, as defined in paragraph (c), of one share of Common Stock minus the Exercise Price, divided by (c) the current market value, as defined below, of one share of Common Stock.

(3) Notwithstanding anything herein to the contrary, if Holder has not otherwise exercised this Warrant in total, on the expiration date of this Warrant, the Warrant shall be automatically exercised via Net Issue Exercise pursuant to Section (a)(2) above.

(b) RESERVATION OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance and delivery upon exercise of this Warrant.

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(c) FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share of Common Stock called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of a share of Common Stock, determined as follows:

(1) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ Capital Market, the current market value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange; or

(2) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current market value shall be the mean of the last reported bid and asked prices reported by the OTC Markets Group on the last business day prior to the date of the exercise of this Warrant; or

(3) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than the book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.

(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company at its principal office or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term Warrant as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

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(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

(f) ANTI-DILUTION PROVISIONS AND PRICE ADJUSTMENT. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows:

(1) In case the Company shall (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price shall be proportionately increased (as in the case of (iii), above) or decreased (as in the case of (i) or (ii), above). Such adjustment shall be made successively whenever any event listed above shall occur.

(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the Subscription Price) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal such lower price. Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered, if any.

-4- 

(3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), the Company shall reserve and the holder of this Warrant shall thereafter, upon exercise hereof, be entitled to receive with respect to each share of Common Stock purchased hereunder, without any change in, or payment in addition to, the Exercise Price, the amount of any property or other securities which would have been distributed to such holder had such holder been a holder of one share of Common Stock on the record date of such distribution (or, if no record date was established by the Company, the date such distribution was paid).

(4) Intentionally Omitted.

(5) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to Subsections (1) or (2) above, the number of shares of Common Stock purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of shares of Common Stock initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. No other adjustment of the Exercise Price in this section (f) shall cause an adjustment of the number of shares purchasable upon exercise of this Warrant.

(6) The following paragraphs shall terminate immediately after the closing (and after adjustment of the Exercise Price, if required by this section) of an offering of shares of Common Stock which offering is registered pursuant to the Act with gross proceeds to the Company of $10 million or more.

(a) In case the Company shall issue shares of its Common Stock, excluding shares issued (i) in any of the transactions described in Subsection (1) above, (ii) in connection with equity grants (including grants of restricted shares of Common Stock) to the Company’s employees under, or upon exercise of options granted to the Company’s employees, officers or directors under, a plan or plans adopted by the Company’s Board of Directors and approved by its stockholders, if such shares would otherwise be included in this Subsection (6), (iii) upon exercise of any warrant outstanding on the date hereof, (iv) upon conversion of any securities convertible into or exchangeable for its Common Stock, excluding securities issued in transactions described in Subsections (2) and (3) above, outstanding as of the date hereof, or (v) to stockholders of any corporation which merges into the Company, in proportion to their stock holdings of such corporation immediately prior to such merger, upon the consummation of such merger; but only if no adjustment is required pursuant to any other specific subsection of this Section (f) (without regard to Subsection (7) below) with respect to the transaction giving rise to such right, for a consideration per share (the “Offering Price”) less than the Exercise Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal such Offering Price. Such adjustment shall be made successively whenever such an issuance is made.

-5- 

(b) In case the Company shall issue any securities convertible into or exchangeable for its Common Stock, excluding securities issued (i) in transactions described in Subsections (2) and (3) above, and (ii) in connection with equity grants (including grants of restricted stock units) to the Company’s employees, officers or directors under a plan or plans adopted by the Company’s Board of Directors and approved by its stockholders; for a consideration per share of Common Stock (the “Conversion Price”) initially deliverable upon conversion or exchange of such securities, determined as provided in subsection (6)(c) below, less than the Exercise Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal such Conversion Price; and to the extent that shares of Common Stock are not delivered after the expiration of such securities, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such securities been made upon the basis of delivery of only the number of shares of Common Stock actually delivered, if any. Such adjustment shall be made successively whenever such an issuance is made.

(c) For purposes of any computation respecting consideration received pursuant to Subsections (6)(a) and (b) above, the following apply:

(A) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith;

(B) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof), whose determination shall be conclusive; and

-6- 

(C) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefore shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof, the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (6).

(7) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any Federal income tax liability to the holders of Common Stock or securities convertible into Common Stock (including the Warrant); provided, however, that no such adjustment shall cause an increase to the Exercise Price then in effect.

(8) Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly but no later than 30 days after any request for such an adjustment by the Holder, cause a notice setting forth the adjusted Exercise Price and, if applicable under paragraph (f)(5) above, the adjusted number of shares of Common Stock issuable upon exercise of each Warrant, and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to the Holder at his last address appearing in the Warrant Register to be maintained by the Company, and shall cause a certified copy thereof to be mailed to its transfer agent, if any.

(9) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) to (8), inclusive above.

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(10) Notwithstanding the foregoing, any increase in the number of shares issuable upon the exercise of this Warrant, when combined with (i) the shares issuable upon exercise of the other warrants issued on the date hereof and (ii) the shares issuable in connection with the warrants issued by the Company on July 30, 2014 and December 4, 2014, shall not be made to the extent the aggregate amount of such issuances would require stockholder approval pursuant to the NASDAQ listing rules and any increase shall be capped, on a pro rata basis, at the maximum number of shares allowed which would not require stockholder approval unless and until such stockholder approval is obtained. The Holder hereof agrees that this Warrant may be amended or modified by the Company (without the consent of the Holder) to include any language required or reasonably requested by NASDAQ to effectuate the intent of this provision.

(g) OFFICER’S CERTIFICATE. Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer’s certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer’s certificate shall be made available at all reasonable times for inspection by the Holder or any holder of a Warrant executed and delivered pursuant to Section (a) hereof and the Company shall, forthwith after each such adjustment, mail a copy by certified mail of such certificate to the Holder or any such holder.

(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be outstanding if the Company shall offer to the holders of Common Stock for subscription or purchase by them any share of any class or any other rights or if any capital reorganization of the Company, reclassification of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then in any such case, the Company shall cause to be mailed by certified mail to the Holder, at least fifteen days prior to the date specified in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.

-8- 

(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (1) of Section (f) hereof.

(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933. This Warrant is issued without registration rights.

(k) RESTRICTIVE LEGEND. Each Warrant Share, when issued, shall include a legend in substantially the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

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(l) REPRESENTATIONS OF HOLDER. By acceptance of this Warrant, Holder hereby represents and warrants to the Company that

(1) Holder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act. Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(2) Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances.

(3) Holder has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

(m) The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

Dated:  September 2, 2015	AMERICAN CARESOURCE HOLDINGS, INC.
	By:	/s/ Adam S. Winger
	Name:	Adam S. Winger
	Title:	Interim Chief Financial Officer

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PURCHASE FORM

Dated _____________ 20__

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing ___________ shares of Common Stock and hereby makes payment of ___________ in payment of the actual exercise price thereof.

________________

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name ___________________________________________________________

(Please typewrite or print in block letters)

Address _________________________________________________________

Signature __________________________________________________

________________

ASSIGNMENT FORM

FOR VALUE RECEIVED, ________________________________ hereby sells, assigns and transfers unto

Name ____________________________________________________________

(Please typewrite or print in block letters)

Address __________________________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of _______ shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the same on the books of the Company with full power of substitution in the premises.

Date ______________, 20__

Signature __________________________

EX-5.1

Exhibit 5.1

	WELLS FARGO tower 420 twentieth street north suite 1400 birmingham, alabama 35203 phone:  205.328.0480 fax:  205.322.8007
	www.bakerdonelson.com

October 21, 2015

American CareSource Holdings, Inc.

1170 Peachtree Street, NE

Suite 2350

Atlanta, GA 30309

Ladies and Gentlemen:

We have acted as counsel for American CareSource Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1 (File No. 333-201947) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer, issuance and sale by the Company of up to 10,602,836 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), including Shares for which the Underwriters (defined below) has been granted an over-allotment option. The Shares are to be sold by the Company pursuant to an underwriting agreement between the Company and the representative of the underwriters named therein (the “Underwriters”), the form of which has been filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”). The number of Shares shall include all shares of Common Stock registered in connection with the offering contemplated by the Registration Statement, including any additional shares of Common Stock registered by the Company pursuant to Rule 462(b) under the Securities Act. Unless defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement.

In so acting and as a basis for the opinion hereinafter set forth, we have examined originals or copies (certified or otherwise identified to our satisfaction) of: (i) the Registration Statement; (ii) the prospectus contained within the Registration Statement; (iii) the Certificate of Incorporation of the Company filed with the Secretary of the State of Delaware, incorporated by reference as Exhibit 3.1 to the Registration Statement; (iv) the By-Laws of the Company, incorporated by reference as Exhibit 3.2 to the Registration Statement; (v) the form of Underwriting Agreement; (vi) a certificate of good standing issued by the Office of the Secretary of State of Delaware; (vii) resolutions and actions taken by unanimous written consent of the board of directors of the Company and committees thereof (the “Board Resolutions”); and (viii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In our aforesaid examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as certified, telecopied, photostatic, or reproduced copies. We have also assumed the accuracy, completeness and authenticity of the foregoing certifications of officers and statements of fact, on which we are relying, and have made no independent investigations thereof. This opinion letter is given, and all statements herein are made, in the context of the foregoing. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.

alabama  • georgia  • FLORIDA • louisiana  • mississippi  • tennessee  • TEXAS  • washington, d.c.

Based upon and subject to the foregoing and the other assumptions and qualifications set forth herein, it is our opinion that, as of the date hereof, the Shares to be issued have been duly authorized, and when the Shares shall have been issued by the Company against payment therefor in accordance with the Registration Statement, Underwriting Agreement and Board Resolutions, and any applicable “Blue Sky” laws, and duly registered on the books of the transfer agent and registrar in the name or on behalf of the purchasers, the Shares will be validly issued, fully paid and nonassessable.

This Opinion Letter is subject to the following qualifications:

(a)       Our opinion as set forth herein is limited in all respects to the federal laws of the United States of America and, to the extent applicable, the General Corporation Law of the State of Delaware. No opinion is given regarding the laws of any other jurisdiction.

(b)       We express no opinion with respect to the registration or qualification of the Shares under any state securities or “Blue Sky” laws.

(c)       This letter is strictly limited to those matters expressly addressed herein. We express no opinion as to any matter not specifically stated to be an opinion.

(d)       This letter is rendered as of the date hereof, and we assume no responsibility to update this letter for any changes in applicable law occurring after the date hereof.

This opinion is being delivered by us in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus which is a part of the Registration Statement. This opinion and consent may be incorporated by reference in a subsequent registration statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act with respect to the Shares. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/Baker, Donelson, Bearman, Caldwell

& Berkowitz, PC

2 

EX-10.30

Exhibit 10.30

Wells Forgo Bank,
National Association

AMENDMENT TO LOAN DOCUMENTS

THIS AMENDMENT TO LOAN DOCUMENTS (“Amendment”) is entered into as of the 8^th day of January, 2015, by and between AMERICAN CARESOURCE HOLDINGS, INC. (“Borrower”); ACSH SERVICE CENTER, LLC, ACSH PRIMARY CARE HOLDINGS, LLC, ACSH PRIMARY CARE OF FLORIDA, LLC, ACSH PRIMARY CARE OF GEORGIA, LLC, ACSH PRIMARY CARE OF VIRGINIA, LLC, ACSH URGENT CARE HOLDINGS, LLC, ACSH URGENT CARE OF FLORIDA, LLC, ACSH URGENT CARE OF GEORGIA, LLC, ACSH URGENT CARE OF VIRGINIA, LLC, ACSH URGENT CARE OF ALABAMA, LLC (“Third Party Obligors”); and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of the (a) Revolving Line of Credit Note dated July 30, 2014, from Borrower to Bank, in the amount of Five Million Dollars ($5,000,000), as amended from time to time (“$5,000,000 Note”), which is subject to the terms and conditions of a Credit Agreement dated as of July 30, 2014, as amended from time to time (“$5,000,000 Credit Agreement”); and (b)Revolving Line of Credit Note dated December 4, 2014, from Borrower to Bank, in the amount of Six Million Dollars ($6,000,000), as amended from time to time (“$6,000,000 Note”), which is subject to the terms and conditions of a Credit Agreement dated as of December 4, 2014, as amended from time to time (“$6,000,000 Credit Agreement”) (individually and collectively, the “Loans”).

WHEREAS, as collateral for the Loans, Borrower executed a Security Agreement dated July 30, 2014, in favor of Bank as Secured Party (“Borrower Security Agreement”);

WHEREAS, as collateral of the Loans, (a) ACSH Service Center, LLC, ACSH Primary Care Holdings, LLC, ACSH Primary Care of Florida, LLC, ACSH Primary Care of Georgia, LLC, ACSH Primary Care of Virginia, LLC, ACSH Urgent Care Holdings, LLC, ACSH Urgent Care of Florida, LLC, ACSH Urgent Care of Georgia, LLC, and ACSH Urgent Care of Virginia, LLC each executed Third Party Security Agreements dated July 30, 2014, each in favor of Bank as Secured Party; and (b) ACSH Urgent Care of Alabama, LLC executed a Third Party Security Agreement dated December 4, 2014, in favor of Bank as Secured Party (collectively, “Third Party Security Agreements”) (collectively, the $5,000,000 Note, $5,000,000 Credit Agreement, $6,000,000 Note, $6,000,000 Credit Agreement, Borrower Security Agreement, and Third Party Security Agreements, may hereinafter be referred to as the “Loan Documents”).

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the following:

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1.            All references to the address of the Borrower and the Third Party Obligors in any of the Loan Documents, including but not limited to any address for written notice or any reference to its chief executive office, shall be revised to the following:

1170 Peachtree Street, Ste. 2350

Atlanta, Georgia 30309

2.            Except as expressly set forth herein, all terms and conditions of the Loan Documents remain in full force and effect, without waiver or modification. Capitalized terms that are used but not defined in this Amendment shall have the meaning set forth in the Loan Documents.

3.            The Borrower and Third Party Obligors certify that as of the date of this Modification there exists no Event of Default under the Loan Documents, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

4.            This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Except for instruments which are to be recorded, facsimile signatures shall be valid as original.

5.            By signing below, the undersigned acknowledge receipt of a copy of this Amendment.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

AMERICAN CARESOURCE HOLDINGS, INC.		WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Richard W. Turner	By:	/s/ Rebecca Gibson
	Richard W. Turner, CEO		Rebecca Gibson, Vice President

(SEAL)

- 2 -

ACSH SERVICE CENTER, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO
ACSH PRIMARY CARE HOLDINGS, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO
ACSH PRIMARY CARE OF FLORIDA, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO

ACSH PRIMARY CARE OF GEORGIA, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO
ACSH PRIMARY CARE OF VIRGINIA, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO
ACSH URGENT CARE HOLDINGS, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO

ACSH URGENT CARE OF FLORIDA, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO

- 3 -

ACSH URGENT CARE OF GEORGIA, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO
ACSH URGENT CARE OF VIRGINIA, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO
ACSH URGENT CARE OF ALABAMA, LLC
By:	/s/ Richard W. Turner
	Richard W. Turner, CEO

- 4 -

EX-10.31

Exhibit 10.31

Wells Forgo Bank,
National Association

FIRST MODIFICATION TO PROMISSORY NOTE

THIS FIRST MODIFICATION TO PROMISSORY NOTE (this “Modification”) is entered into as of the 8^th day of January, 2015, by and between AMERICAN CARESOURCE HOLDINGS, INC. (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Revolving Line of Credit Note in the maximum principal amount of $5,000,000.00, executed by Borrower and payable to the order of Bank, dated as of July 30, 2014 (the “Note”), which Note is subject to the terms and conditions of a credit agreement between Borrower and Bank dated as of July 30, 2014, as amended from time to time (the “Credit Agreement”).

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Note, and have agreed to modify the Note to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Note shall be modified as follows:

1.          Paragraph (b) under the heading “BORROWING AND REPAYMENT” is hereby deleted in its entirety, and the following substituted therefor:

“(b) Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of (i) Adam S. Winger or Richard W. Turner, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower.”

2.          The effective date of the changes set forth herein shall be as of the date of this Modification.

3.          Except as expressly set forth herein, all terms and conditions of the Note remain in full force and effect, without waiver or modification. All terms defined in the Note or the Credit Agreement shall have the same meaning when used in this Modification. This Modification and the Note shall be read together, as one document.

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4.          Borrower certifies that as of the date of this Modification there exists no Event of Default under the Note, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

5.          By signing below, Borrower acknowledges receipt of a copy of this Modification.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER.

IN WITNESS WHEREOF, the parties hereto have caused this Modification to be executed as of the day and year first written above.

AMERICAN CARESOURCE HOLDINGS, INC.		WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Richard W. Turner	By:	/s/ Rebecca Gibson
	Richard W. Turner, CEO		Rebecca Gibson, Vice President

Address: 1170 Peachtree Street, Ste. 2350 Atlanta, Georgia 30309

(SEAL)

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EX-10.32

Exhibit 10.32

Wells Fargo Bank,
National Association Second Amendment to Credit Agreement

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 6, 2015, by and between AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of July 30, 2014, as amended from time to time (“Credit Agreement”).

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

1.             Section 1.4 is hereby deleted in its entirety, and the following substituted therefor:

“SECTION 1.4. GUARANTIES. The payment and performance of all indebtedness and other obligations of Borrower to Bank shall be guaranteed jointly and severally by John Pappajohn in the principal amount of Three Million Dollars ($3,000,000.00), Mark C. Oman in the principal amount of One Million Dollars ($1,000,000.00), Edward L. Scanlon in the principal amount of Five Hundred Thousand Dollars ($500,000.00), Matthew P. Kinley in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00), Deidre M. Turner in the principal amount of One Hundred Fifty Thousand Dollars ($150,000.00), Peter J. Unanue in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00), and Matthew D. Thompson in the principal amount of One Hundred Thousand Dollars ($100,000.00), as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank.”

2.            Notwithstanding the execution of the Credit Agreement or any addendum thereto, or the delivery of all documents in furtherance thereof, the obligation of the Bank to make any advance on the Line of Credit and this Amendment becoming effective is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:

a) No event of default or event which will mature into an event of default, shall have occurred and be continuing.

b) The representations and warranties of the Borrower contained in the Loan Documents shall be true and correct as of the date of any advance on the Line of Credit.

c) The Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:

(i)    This Amendment.

(ii)    Third Modification to Promissory Note.

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(iii)    Corporate Resolution: Borrowing for Borrower.

(iv)    Certificate of Incumbency for Borrower.

(v)    Certified copy of Articles/Certificate of Incorporation of Borrower and any amendments.

(vi)    Certified copy of Bylaws of Borrower and any amendments.

(vii)    Certificate of Existence/Good Standing for Borrower recently certified by the Delaware Secretary of State.

(viii)    Guaranty of Deidre M. Turner.

(ix)    Third Party Pledge Agreement of Deidre M. Turner.

(x)    Certificate of Deposit as provided for in the Third Party Pledge Agreement of Deidre M. Turner.

(xi)    Third Party Security Agreement of each of ACSH Urgent Care of Florida, LLC, ACSH Urgent Care of Virginia, LLC, ACSH Primary Care of Alabama, LLC, ACSH Medical Management, LLC, and MedHelp, LLC.

(xii)    Limited Liability Company Certificate: Third Party Collateral for each of ACSH Primary Care of Alabama, LLC, ACSH Medical Management, LLC, and MedHelp, LLC.

(xiii)    Certified copies of Articles of Organization/Certificates of Formation and any amendments for each of ACSH Primary Care of Alabama, LLC, ACSH Medical Management, LLC, and MedHelp, LLC.

(xiv)    Certified copies of Operating Agreement/Limited Liability Company Agreement and any amendments for each of ACSH Primary Care of Alabama, LLC, ACSH Medical Management, LLC, and MedHelp, LLC.

(xv)    Certificate of Existence/Good Standing for each of ACSH Primary Care of Alabama, LLC and ACSH Medical Management, LLC certified by their respective states of organization.

(xvi)    Such other documents as Bank may require under any other Section of this Amendment.

3.          Within a reasonable amount of time after execution of this Amendment, the Bank shall have received, in form and substance satisfactory to Bank, a Certificate of Existence/Good Standing for MedHelp, LLC certified by its state of organization and Borrower agrees to cooperate with the Bank to obtain such Certificate of Existence/Good Standing.

4.          Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

5.          Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

6.          General Release. In consideration of the benefits provided to Borrower under the terms and provisions hereof, Borrower and each guarantor hereunder hereby agree as follows (“General Release”):

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(a)          Borrower and each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharge Bank, all of Bank’s predecessors in interest, and all of Bank’s past and present officers, directors, attorneys, affiliates, employees and agents, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a “Released Claim” and collectively, the “Released Claims”), that Borrower or any guarantor hereunder now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, the “Release Date”), including without limitation, those Released Claims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of Bank’s predecessors in interest, to Borrower or any guarantor hereunder, and any agreements, notes or documents of any kind related thereto or the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein.

(b)          Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank that they agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims.

(c)          Each person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release.

(d)          Borrower and each guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of this General Release shall subject Borrower and each guarantor hereunder to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.

7.           Borrower acknowledges receipt of a copy of this Amendment signed by the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

AMERICAN CARESOURCE HOLDINGS, INC.		WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Anthony Levinson	By:	/s/ Rebecca Gibson
	Anthony Levinson, Treasurer and Chief Financial Officer		Rebecca Gibson, Vice President
(SEAL)

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GUARANTORS’ CONSENT, REAFFIRMATION AND GENERAL RELEASE

Each of the undersigned guarantors of all indebtedness of AMERICAN CARESOURCE HOLDINGS, INC. to WELLS FARGO BANK, NATIONAL ASSOCIATION hereby: (i) consents to the foregoing Amendment; (ii) reaffirms its obligations under its respective Continuing Guaranty; (iii) reaffirms its waivers of each and every one of the defenses to such obligations as set forth in its respective Continuing Guaranty; (iv) reaffirms that its obligations under its respective Continuing Guaranty are separate and distinct from the obligations of any other party under said Credit Agreement, as amended, and the other Loan Documents described therein; and (v) agrees to join in and be bound by all of the terms and provisions of the General Release contained in Section 6 herein.

GUARANTORS:
/s/ John Pappajohn	/s/ Deidre M. Turner
John Pappajohn	Deidre M. Turner
/s/ Edward L. Scanlon	/s/ Peter J. Unanue
Edward L. Scanlon	Peter J. Unanue
/s/ Matthew P. Kinley	/s/ Matthew D. Thompson
Matthew P. Kinley	Matthew D. Thompson
/s/ Mark C. Oman
Mark C. Oman

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EX-10.33

Exhibit 10.33

  Wells Fargo Bank, National Association Second Amendment to Credit Agreement

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is effective as of August 12, 2015, by and between AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of December 4, 2014, as amended from time to time (“Credit Agreement”).

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

1.            Section 1.1(a) is hereby amended (a) by deleting “June 1, 2016” as the last day on which Bank will make advances under the Line of Credit, and by substituting for said date “October 1, 2016,” and (b) by deleting “Six Million Dollars ($6,000,000.00)” as the maximum principal amount available under the Line of Credit Note, and by substituting for said amount “Seven Million Dollars ($7,000,000.00),” with such changes to be effective upon the execution and delivery to Bank of a promissory note dated as of August 12, 2015 (which promissory note shall replace and be deemed the Line of Credit Note defined in and made pursuant to the Credit Agreement) and all other contracts, instruments and documents required by Bank to evidence such change.

2.            Section 1.4 is hereby deleted in its entirety, and the following substituted therefor:

“GUARANTIES. The payment and performance of all indebtedness and other obligations of Borrower to Bank shall be guaranteed jointly and severally by John Pappajohn in the principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00), Mark C. Oman in the principal amount of Two Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($2,333,333.00), and Bruce Rastetter in the principal amount of One Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($1,166,667.00), as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank (which guaranties shall replace the guaranties dated December 4, 2014, and be deemed the guaranties made pursuant to the Credit Agreement).”

3.            Notwithstanding the execution of the Credit Agreement or any addendum thereto, or the delivery of all documents in furtherance thereof, the obligation of the Bank to make any advance on the Line of Credit and this Amendment becoming effective is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:

a) No event of default or event which will mature into an event of default, shall have occurred and be continuing.

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b) The representations and warranties of the Borrower contained in the Loan Documents shall be true and correct as of the date of any advance on the Line of Credit.

c) The Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:

(i) This Amendment.

(ii) Revolving Line of Credit Note ($7,000,000.00).

(iii) Certificate of Existence/Good Standing for Borrower recently certified by the Delaware Secretary of State.

(iv) Corporate Resolution: Borrowing for Borrower.

(v) Certificate of Incumbency for Borrower.

(vi) Continuing Guaranty of Bruce Rastetter.

(vii) Continuing Guaranty of Mark C. Oman.

(viii) Continuing Guaranty of John Pappajohn.

(ix) Such other documents as Bank may require under any other Section of this Amendment.

4.          The Bank shall deliver the canceled Line of Credit Note in the principal sum of Six Million Dollars ($6,000,000.00) dated December 4, 2014, to Borrower as soon as possible following the effective date hereof, but in no event later than sixty (60) days after the date hereof.

5.          Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

6.          Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

7.          General Release. In consideration of the benefits provided to Borrower under the terms and provisions hereof, Borrower and each guarantor hereunder hereby agree as follows (“General Release”):

(a)          Borrower and each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharge Bank, all of Bank’s predecessors in interest, and all of Bank’s past and present officers, directors, attorneys, affiliates, employees and agents, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a “Released Claim” and collectively, the “Released Claims”), that Borrower or any guarantor hereunder now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, the “Release Date”), including without limitation, those Released Claims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of Bank’s predecessors in interest, to Borrower or any guarantor hereunder, and any agreements, notes or documents of any kind related thereto or the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein.

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(b)          Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank that they agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims.

(c)          Each person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release.

(d)          Borrower and each guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of this General Release shall subject Borrower and each guarantor hereunder to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.

8.          Borrower acknowledges receipt of a copy of this Amendment signed by the parties hereto.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the dates below.

AMERICAN CARESOURCE HOLDINGS, INC.		Dated: August 12, 2015
By:	/s/ Norman Winland
	Norman Winland, President and Chief Operating Officer	(SEAL)
By:	/s/ Adam Winger
	Adam Winger, Vice President of Acquisitions

WELLS FARGO BANK, NATIONAL ASSOCIATION		Dated: August 12, 2015
By:	/s/ Rebecca Gibson
	Rebecca Gibson, Vice President

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GUARANTORS’ CONSENT, REAFFIRMATION AND GENERAL RELEASE

Each of the undersigned guarantors of all indebtedness of AMERICAN CARESOURCE HOLDINGS, INC. to WELLS FARGO BANK, NATIONAL ASSOCIATION hereby: (i) consents to the foregoing Amendment; (ii) reaffirms its obligations under its respective Continuing Guaranty; (iii) reaffirms its waivers of each and every one of the defenses to such obligations as set forth in its respective Continuing Guaranty; (iv) reaffirms that its obligations under its respective Continuing Guaranty are separate and distinct from the obligations of any other party under said Credit Agreement, as amended, and the other Loan Documents described therein; and (v) agrees to join in and be bound by all of the terms and provisions of the General Release contained in Section 6 herein.

GUARANTORS:

/s/ John Pappajohn	Dated: August 13, 2015
John Pappajohn
/s/ Mark C. Oman	Dated: August 12, 2015
Mark C. Oman
/s/ Bruce Rastetter	Dated: August 17, 2015
Bruce Rastetter

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EX-10.34

Exhibit 10.34

SECURITY AND INTER-CREDITOR

CLARIFICATION AGREEMENT

This SECURITY AND INTER-CREDITOR CLARIFICATION (this “Agreement”) is made as of August, 12, 2015, by and among: (a) American CareSource Holdings, Inc., a Delaware corporation (“Borrower”); (b) the direct or indirect, wholly-owned subsidiaries of Borrower executing below (each individually, a “Subsidiary” and all collectively, the “Subsidiaries”); (c) John Pappajohn, Mark Oman, and Bruce Rastetter (each individually, an “Applicable Guarantor” and collectively, the “Applicable Guarantors”); and (d) Equity Dynamics, Inc., a Iowa corporation (“EDI”), solely as the current Collateral Agent under, and as defined in, that certain Security and Inter-Creditor Agreement, dated December 4, 2014 (the “Inter-Creditor Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed in the Inter-Creditor Agreement.

RECITALS

WHEREAS, Borrower, Subsidiaries, the Applicable Guarantors and EDI (each, a “Party”, and collectively, the “Parties”) have executed the Inter-Creditor Agreement with respect to certain rights and obligations of the Parties in connection with, among other things, the December Note and the December Guaranties;

WHEREAS: (a) Borrower negotiated to increase the maximum principal balance under the December Note from $6,000,000 to $7,000,000; (b) pursuant to the terms of the December Guaranties, the Applicable Guarantors remain obligated to the Bank with respect to Borrower’s obligations under the December Note, including the additional $1,000,000 thereunder; (c) in consideration of the Applicable Guarantors’ guarantee of the additional $1,000,000, each will be issued his Proportionate Share (as described below) of 300,000 warrants to purchase common stock of Borrower, (d) the Inter-Creditor Agreement addresses the rights and obligations of the parties with respect to the December Note, as the same may be amended, restated or modified from time to time; and

WHEREAS, the Parties desire to clarify the intention of the Parties with respect to the increased maximum loan amount under the December Note.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the Parties confirm that the terms of the Inter-Creditor Agreement continue to govern their respective rights and obligations with respect to the December Note, the December Guaranties, the Collateral and all other matters set forth in the Inter-Creditor Agreement, including, without limitation, any such rights and obligations that relate to indebtedness under the December Note in excess of six million dollars. All terms and conditions of the Inter-Creditor Agreement are hereby incorporated by reference as if fully set forth herein, including without limitation, Section 8 (Miscellaneous); provided, however, that upon the increase of the maximum loan amount under the December Note to $7,000,000, the chart on Exhibit A-2 to the Inter-Creditor Agreement shall be interpreted to read as follows:

Guarantor	Guaranty Amount		Proportionate Share %
John Pappajohn	$	3,500,000		50	%
Mark Oman	$	2,333,333		33.33	%
Bruce Rastetter	$	1,166,667		16.67	%
Total	$	7,000,000		100.0	%

[Signature page follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

BORROWER:	Equity Dynamics, Inc., as Collateral Agent
American CareSource Holdings, Inc.,	By:	/s/ Matthew P. Kinley
a Delaware corporation	Name:	Matthew P. Kinley
	Title:	SVP

ACSH Primary Care Holdings, LLC,	APPLICABLE GUARANTORS:
ACSH Urgent Care Holdings, LLC,
	/s/ John Pappajohn
ACSH Service Center, LLC,	John Pappajohn, Guarantor
each a Delaware limited liability company
	/s/ Mark Oman
ACSH Primary Care of Florida, LLC	Mark Oman, Guarantor
ACSH Urgent Care of Florida, LLC,
each, a Florida limited liability company
	/s/ Bruce Rastetter
ACSH Primary Care of Georgia, LLC	Bruce Rastetter, Guarantor
ACSH Urgent Care of Georgia, LLC
each, a Georgia limited liability company
ACSH Primary Care of Virginia, LLC
ACSH Urgent Care of Virginia, LLC
each, a Virginia limited liability company
ACSH Primary Care of Alabama, LLC
ACSH Urgent Care of Alabama, LLC
each, an Alabama limited liability company

By:	/s/ John Pappajohn
Name:	John Pappajohn
Title:	Chairman & Acting CEO

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF AMERICAN CARESOURCE HOLDINGS, INC.

Name	Place of Organization
Ancillary Care Services, Inc.	Delaware
ACSH Urgent Care Holdings, LLC	Delaware
ACSH Primary Care Holdings, LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form S-1 of American CareSource Holdings, Inc. of our report dated March 31, 2015, relating to our audits of the consolidated financial statements of American CareSource Holdings, Inc. as of and for the years ended December 31, 2014 and 2013, and our audit report dated July 16, 2014, relating to our audit of the combined financial statements of CorrectMed Locust Grove, LLC and CorrectMed Scott, LLC as of and for the year ended December 31, 2013, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our firm under the caption "Experts" in such Prospectus.

/s/ McGladrey LLP

Des Moines, Iowa

October 21, 2015

EX-23.2

Exhibit 23.2

Consent of Independent Auditors

We hereby consent to the use in this Amendment No.2 to the Registration Statement on Form S-1 (No. 333-201947) of American CareSource Holdings Inc. of our report dated July 16, 2015, with respect to our audits of the financial statements of Medac Health Services, P.A. for the years ended December 31, 2014 and 2013.

/s/LWBJ, LLP

West Des Moines, Iowa

October 21, 2015

XML

Warrants (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Warrants and Rights Note Disclosure [Abstract]

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

Additional assumptions we used in our valuation calculations were as follows:

	June 30, 2015			December 31, 2014
Stock price		$1.72			$2.90
Volatility		80.0	%		72.5	%
Risk-free interest rate		1.32	%		1.65	%
Exercise price		$3.15			$3.15
Expected life (years)		4.33			4.83
Dividend yield		0	%		0	%
Private stock offering %		25	%		15	%
Public stock offering %		70	%		80	%
Equity raise time period		3rd Quarter 2015			4th Quarter 2015

	June 30, 2015			December 31, 2014
Stock price		$1.72			$2.90
Volatility		80.0	%		72.5	%
Risk-free interest rate		1.32	%		1.65	%
Exercise price		$2.71			$2.71
Expected life (years)		4.43			4.93
Dividend yield		0	%		0	%

Additional assumptions we used in our valuation calculations were as follows:

	December 31, 2014			July 30, 2014
Stock price	$	2.90		$	3.14
Volatility		72.5	%		61.5	%
Risk-free interest rate		1.65	%		1.83	%
Exercise price	$	3.15		$	3.15
Expected life (years)		4.83			5.25
Dividend yield		0	%		0	%

Additional assumptions we used in our valuation calculations were as follows:

	December 31, 2014			December 4, 2014
Stock price	$	2.90		$	2.71
Volatility		72.5	%		72.5	%
Risk-free interest rate		1.65	%		1.59	%
Exercise price	$	2.71		$	2.71
Expected life (years)		4.93			5
Dividend yield		0	%		0	%

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

The following table summarizes the derivative warrant activity since December 31, 2014:

	Weighted- Average Exercise Price		Warrants Outstanding December 31, 2014		Warrants Issued in 2015		Warrants Outstanding June 30, 2015
Warrants issued July 30, 2014	$	3.15		800		—		800
Warrants issued December 4, 2014	$	2.71		960		—		960
Total	$	2.91		1,760		—		1,760

The following table summarizes the derivative warrant activity in 2014:

	Weighted-Average Exercise Price		Warrants Outstanding December 31, 2013		Warrants Issued in 2014		Warrants Outstanding December 31, 2014
Warrants issued July 30, 2014	$	3.15		—		800		800
Warrants issued December 4, 2014	$	2.71		—		960		960
Total	$	2.91		—		1,760		1,760

Change In Warrant Fair Value [Table Text Block]

The following table summarizes the changes in the derivative warrants’ fair values since December 31, 2014:

	Warrants Issued on July 30, 2014			Warrants Issued on December 4, 2014			Total
Fair value of outstanding warrants as of December 31, 2014	$	1,410		$	1,790		$	3,200
Change in fair value of warrants through 2nd Quarter 2015		(538	)		(791	)		(1,329	)
Fair value of outstanding warrants as of June 30, 2015	$	872		$	999		$	1,871

XML

Acquisitions (Details) - Revenue Since Acquisition $ in Thousands	12 Months Ended
	Dec. 31, 2014 USD ($)
Business Acquisition [Line Items]
Revenue	$ 3,906
CorrectMed [Member]
Business Acquisition [Line Items]
Revenue	2,144
Bay Walk-In Clinic Inc [Member]
Business Acquisition [Line Items]
Revenue	719
Mid-South Urgent Care Inc [Member]
Business Acquisition [Line Items]
Revenue	875
Med Help [Member]
Business Acquisition [Line Items]
Revenue	168
Stat Medical Care [Member]
Business Acquisition [Line Items]
Revenue	$ 0

XML

Liquidity and Earnings (Loss) Per Share (Details) - Potentially Dilutive Adjustments to Weighted Average Number of Common Shares - shares shares in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Warrant [Member]
Liquidity and Earnings Loss Per Share [Line Items]
Antidilutive securities	1,782
Equity Option [Member]
Liquidity and Earnings Loss Per Share [Line Items]
Antidilutive securities	748	1,245	750
Restricted Stock Units (RSUs) [Member]
Liquidity and Earnings Loss Per Share [Line Items]
Antidilutive securities	0

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Warrants (Details) - Assumptions Used for Warrants Issued - $ / shares	6 Months Ended	7 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2015	Jul. 30, 2014	Dec. 04, 2014	Dec. 31, 2014
July 30, 2014 Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price (in Dollars per share)	$ 1.72	$ 3.14		$ 2.90
Volatility	80.00%	61.50%		72.50%
Risk-free interest rate	1.32%	1.83%		1.65%
Exercise price (in Dollars per share)	$ 3.15	$ 3.15		$ 3.15
Expected life (years)	4 years 3 months 29 days	5 years 3 months		4 years 9 months 29 days
Dividend yield	0.00%	0.00%		0.00%
Private stock offering %	25.00%			15.00%
Public stock offering %	70.00%			80.00%
December 4, 2014 Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price (in Dollars per share)	$ 1.72		$ 2.71	$ 2.90
Volatility	80.00%		72.50%	72.50%
Risk-free interest rate	1.32%		1.59%	1.65%
Exercise price (in Dollars per share)	$ 2.71		$ 2.71	$ 2.71
Expected life (years)	4 years 5 months 5 days		5 years	4 years 11 months 5 days
Dividend yield	0.00%		0.00%	0.00%

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Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Expenses Reimbursement To Health Smart						$ 903,000
Expenses Reimbursed To Health smart Ancillary Network						560,000
Sales Allowances, Services	$ (174,000)		$ 53,000			60,000	$ 287,000
Allowance for Doubtful Accounts Receivable	125,000	$ 300,000	341,000	$ 125,000	$ 341,000	300,000	336,000
Profit Share Allocated To Health smart Ancillary Network	933,000	$ 343,000,000	0	1,905,000	0	$ 903,000	$ 0
Ancillary Network [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Revenues Net of Provider Payments	$ 1,500,000		$ 1,600,000	$ 2,900,000	$ 2,900,000

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Stock-based Compensation (Details) - USD ($)			1 Months Ended		12 Months Ended		72 Months Ended	116 Months Ended
	Jun. 03, 2014	May. 19, 2009	May. 16, 2015	May. 16, 2005	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2014	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					734,000	284,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number					1,245,000	750,000	1,245,000	1,245,000	792,000
Allocated Share-based Compensation Expense					$ 592,000	$ 299,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period					5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term					6 years 7 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term					3 years 2 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value					$ 774,000	46,000	$ 774,000	$ 774,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value					$ 274,000	$ 40,000	274,000	274,000
Stock Issued During Period, Shares, Stock Splits					308	5,411
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value					$ 390	$ 5,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options					$ 894,000		$ 894,000	$ 894,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition					4 years 1 month 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period					50,000
Restricted Stock Units Issued in Violation of Terms of Share-based Compensation Plans, Amount							100,660
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Forfeiture Rate					29.50%	20.50%
The 2009 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		10 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	2,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		500,000
Non Qualified Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense					$ 384,000	$ 247,000
Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				749,776
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance			16,667
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				10 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized								1,249,776
Stock Option Plan And The 2009 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number					1,381,914	482,083	1,381,914	1,381,914
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense					$ 208,000	$ 52,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition					1 year 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period					105,000	50,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized					$ 219,000		$ 219,000	$ 219,000
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number					155,663		155,663	155,663
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Forfeiture Rate					5.00%
Restricted Stock Units (RSUs) [Member] | Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period					55,000

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Liquidity and Earnings (Loss) Per Share (Details) - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013	Aug. 14, 2015	Aug. 12, 2015	Mar. 30, 2015	Dec. 04, 2014	Jul. 30, 2014
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Cash Provided by (Used in) Operating Activities		$ 4,600,000	$ 2,200,000	$ (4,034,000)	$ (4,188,000)
Proceeds from Issuance of Common Stock		33,000	$ 2,000,000	2,000,000	0
Long-term Line of Credit, Noncurrent	$ 4,500,000	$ 4,500,000		4,716,000	$ 0
Wells Fargo [Member] | Revolving Credit Facility [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity									$ 6,000,000	$ 5,000,000
Long-term Line of Credit				$ 4,716,000
Wells Fargo [Member] | December 4 2014 Agreement [Member] | Revolving Credit Facility [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							$ 7,000,000		$ 6,000,000
Scenario, Forecast [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Additional Proceeds From The Exercise Of Stock Options As A Percentage Of Public Offering	15.00%
Proceeds from Issuance of Common Stock	$ 15,000,000
Scenario, Forecast [Member] | Employee Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Proceeds from Issuance of Common Stock	$ 13,000,000
Subsequent Event [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity								$ 4,000,000
Subsequent Event [Member] | Revolving Credit Facility [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity						$ 1,961,000
Subsequent Event [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							12,000,000
Long-term Line of Credit							11,000,000
Subsequent Event [Member] | Wells Fargo [Member] | December 4 2014 Agreement [Member] | Revolving Credit Facility [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							6,000,000
Long-term Line of Credit, Noncurrent							$ 4,500,000

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Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	June 30, 2015
Accounts receivable	$	2,616
Less:
Estimated allowance for uncollectible amounts		(1,538	)
Accounts receivable, net	$	1,078

We entered the urgent and primary care business in May 2014.

	2014
Accounts receivable	$	2,434
Less:
Estimated allowance for uncollectible amounts		(847	)
Accounts receivable, net	$	1,587

Schedule of Revenue Sources, Health Care Organization [Table Text Block]

	June 30, 2015
Gross revenue	$	10,119
Less:
Provision for contractual adjustments and estimated uncollectible amounts		(5,093	)
Net revenue	$	5,026

	2014
Gross revenue	$	7,259
Less:
Provision for contractual adjustments and estimated uncollectible amounts		(3,353	)
Net revenue	$	3,906

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

The following is a summary of the approximate amounts of our net revenue and accounts receivable attributable to HealthSmart as of the dates and for the periods presented:

	As of June 30, 2015		Period ended June 30, 2015										As of June 30, 2014		Period ended June 30, 2014
			Three months					Six months							Three months					Six months
	Accounts Receivable		Revenue		% of Total Revenue			Revenue		% of Total Revenue			Accounts Receivable		Revenue		% of Total Revenue			Revenue		% of Total Revenue
HealthSmart Preferred Care II, L.P.	$	557	$	2,056		25	%	$	3,873		23	%	$	1,029	$	2,312		39	%	$	3,544		32	%

The following is a summary of the approximate amounts of our net revenue and accounts receivable attributable to our significant clients as of the dates and for the periods presented:

	2014							2013
	Accounts Receivable		Net Revenue		% of Total Revenue			Accounts Receivable		Net Revenue		% of Total Revenue
HealthSmart Preferred Care II, L.P.	$	870	$	7,764		34	%	$	532	$	5,905		22	%
HealthMarkets, Inc.		244		1,967		9	%		252		3,599		13	%
Benefit Administrative Systems, LLC		179		1,818		8	%		148		2,618		10	%

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Stock-based Compensation (Details) - Valuation Assumptions - $ / shares	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value	$ 2	$ 1.01
Weighted-average assumptions used:
Expected volatility	72.80%	77.70%
Expected lives (years)	5 years	6 years 2 months 12 days
Risk free interest rate	1.70%	1.00%
Forfeiture rate	29.50%	20.50%
Dividend rate	0.00%	0.00%

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Private Placement/Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	May. 05, 2014	Dec. 31, 2013
Class of Stock [Line Items]
Common Stock, Shares, Issued	6,902,000	6,713,000		5,713,000
Common Stock, Value, Issued	$ 69	$ 67		$ 57
Private Placement [Member]
Class of Stock [Line Items]
Common Stock, Shares, Issued			1,000,000
Share Price			$ 2.00
Common Stock, Value, Issued			$ 2,000,000

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Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Revenue from Urgent and Primary Care - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Total net revenues	$ 7,958	$ 5,971	$ 16,373	$ 10,979	$ 27,052	$ 26,751
Urgent And Primary Care [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Gross Revenue			10,119		7,259
Provision For Contractual Adjustments And Estimated Uncollectible Amounts			(5,093)		(3,353)
Total net revenues	$ 2,354	$ 474	$ 5,026	$ 474	$ 3,906	$ 0

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Income Taxes (Details) - Deferred Tax Assets and Liabilities - USD ($) $ in Thousands	Dec. 31, 2014	Dec. 31, 2013
Deferred tax assets:
Operating loss carryforward	$ 4,951	$ 3,197
Accounts receivable allowance	401	69
Texas tax credit carryforward	215	221
Stock option compensation	1,121	1,070
Goodwill and intangibles	403	602
Finance costs	209	0
Accrued expenses	209	120
Alternative Minimum Tax credit carryforwards	16	16
Total deferred tax assets	7,525	5,295
Deferred tax liabilities:
Property and equipment	(518)	(397)
Prepaid expense	(96)	(71)
Total deferred tax liabilities	(614)	(468)
Valuation allowance	(6,893)	(4,606)
Net deferred tax assets	$ 18	$ 221

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Segment Reporting (Details) - Reconciliation of Reportable Segment Operating Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Segment Reporting, Asset Reconciling Item [Line Items]
Total segment operating loss	$ (2,065)	$ (987)	$ (4,433)	$ (2,069)	$ (4,087)	$ (2,439)
Less (add):
Severance charges	346	0	346	108	108	199
Ancillary network prepaid write-off	487	0	487	0
Non-recurring transaction costs	37	0	450	0	333	50
Depreciation and amortization expense	292	215	583	393	866	795
Non-cash stock-based compensation expense	256	123	403	197	592	299
Intangible asset impairment	520	0	520	0
Non-recurring professional fees					166	0
Operating loss	(4,003)	(1,325)	(7,222)	(2,767)	(6,152)	(3,782)
Bank interest expense	93	13	176	9	658	0
Gain on warrant liability, net of deferred loan fees amortization	757	0	388	0
(Gain)/loss on disposal of assets					(108)	5
Interest income					(9)	(27)
Loss before income taxes	$ (3,339)	$ (1,338)	$ (7,010)	$ (2,776)	$ (6,693)	$ (3,760)

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Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options shares in Thousands	12 Months Ended
	Dec. 31, 2014 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding	1,245
Options Outstanding, Weighted-Average Outstanding Contractual Life	6 years 7 months 20 days
Options Outstanding, Weighted-Average Exercise Price | $ / shares	$ 3.69
Options Exercisable, Number Exercisable	543
Options Exercisable, Weighted-Average Exercise Price | $ / shares	$ 5.51
Under $1.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding	53
Options Outstanding, Weighted-Average Outstanding Contractual Life	6 months
Options Outstanding, Weighted-Average Exercise Price | $ / shares	$ 0.93
Options Exercisable, Number Exercisable	52
Options Exercisable, Weighted-Average Exercise Price | $ / shares	$ 0.93
$1.00 - $2.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding	645
Options Outstanding, Weighted-Average Outstanding Contractual Life	8 years 3 months 18 days
Options Outstanding, Weighted-Average Exercise Price | $ / shares	$ 1.87
Options Exercisable, Number Exercisable	160
Options Exercisable, Weighted-Average Exercise Price | $ / shares	$ 1.83
$2.01 - $3.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding	87
Options Outstanding, Weighted-Average Outstanding Contractual Life	9 years 6 months 14 days
Options Outstanding, Weighted-Average Exercise Price | $ / shares	$ 2.81
Options Exercisable, Number Exercisable	0
Options Exercisable, Weighted-Average Exercise Price | $ / shares	$ 0
$3.01 - $4.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding	130
Options Outstanding, Weighted-Average Outstanding Contractual Life	9 years 6 months 14 days
Options Outstanding, Weighted-Average Exercise Price | $ / shares	$ 3.32
Options Exercisable, Number Exercisable	8
Options Exercisable, Weighted-Average Exercise Price | $ / shares	$ 3.2
$4.01 - $5.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding	25
Options Outstanding, Weighted-Average Outstanding Contractual Life	3 years 5 months 26 days
Options Outstanding, Weighted-Average Exercise Price | $ / shares	$ 4.24
Options Exercisable, Number Exercisable	24
Options Exercisable, Weighted-Average Exercise Price | $ / shares	$ 4.24
$5.01 - $6.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding	96
Options Outstanding, Weighted-Average Outstanding Contractual Life	2 years 3 months 14 days
Options Outstanding, Weighted-Average Exercise Price | $ / shares	$ 5.56
Options Exercisable, Number Exercisable	96
Options Exercisable, Weighted-Average Exercise Price | $ / shares	$ 5.56
$6.01 - $7.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding	84
Options Outstanding, Weighted-Average Outstanding Contractual Life	2 years 5 months 26 days
Options Outstanding, Weighted-Average Exercise Price | $ / shares	$ 6.14
Options Exercisable, Number Exercisable	78
Options Exercisable, Weighted-Average Exercise Price | $ / shares	$ 6.14
Greater than $7.01 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding	125
Options Outstanding, Weighted-Average Outstanding Contractual Life	2 years 1 month 28 days
Options Outstanding, Weighted-Average Exercise Price | $ / shares	$ 12.08
Options Exercisable, Number Exercisable	125
Options Exercisable, Weighted-Average Exercise Price | $ / shares	$ 12.08

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Segment Reporting (Details) - Consolidating Assets, by Segment - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 17,769	$ 21,105	$ 11,029
Urgent And Primary Care [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	12,137	11,958	0
Ancillary Network [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	4,515	5,202	4,404
Shared Services [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 1,117	$ 3,945	$ 6,625

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Income Taxes (Details) - Components of Income Tax Expense (Benefit) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Components Of Income Tax Expense Benefit [Line Items]
Current					$ 12	$ 18
Deferred					58	7
Total income tax provision	$ 4	$ 4	$ 10	$ 1	$ 70	$ 25

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Warrants (Details) - The Company Warrants' Anti-dilution - $ / shares	12 Months Ended
	Dec. 31, 2014	Jun. 30, 2015	Dec. 04, 2014	Jul. 30, 2014	Dec. 31, 2013
Class of Warrant or Right [Line Items]
Exercise Price (in Dollars per share)	$ 2.91	$ 0
Warrants Outstanding	1,760,000	1,760,000			0
Warrants Issued	1,760,000
July 30, 2014 Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise Price (in Dollars per share)	$ 3.15	$ 0
Warrants Outstanding	800,000	800,000		800,000	0
Warrants Issued	800,000
December 4, 2014 Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise Price (in Dollars per share)	$ 2.71	$ 0
Warrants Outstanding	960,000	960,000	960,000		0
Warrants Issued	960,000

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2014

Significant Agreements [Abstract]

Significant Agreements [Text Block]

15. Employee Benefit Plans

We provide a defined contribution plan for all full-time, permanent employees. Eligible employees may contribute up to 100% of their current compensation to the plan subject to certain statutory limitations. We contribute up to a maximum of 3.5% of an employee’s compensation and plan participants are fully vested in our contributions immediately. We made contributions to the plan and charged operations of approximately $109,000 and $98,000 during the years ended December 31, 2014 and 2013, respectively.

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Acquisitions (Details) - Businesses Acquired $ in Thousands							8 Months Ended	12 Months Ended
		Dec. 31, 2014 USD ($)	Oct. 31, 2014 USD ($)	Sep. 12, 2014 USD ($)	Aug. 29, 2014 USD ($)	May. 08, 2014 USD ($)	Dec. 31, 2014	Dec. 31, 2014 USD ($)
Business Acquisition [Line Items]
Businesses Acquired							10
Net Assets Acquired								$ 8,486
CorrectMed [Member]
Business Acquisition [Line Items]
Businesses Acquired						2
Net Assets Acquired						$ 2,649		2,649
Bay Walk-In Clinic Inc [Member]
Business Acquisition [Line Items]
Businesses Acquired					2
Net Assets Acquired					$ 2,024			2,024
Mid-South Urgent Care Inc [Member]
Business Acquisition [Line Items]
Businesses Acquired	[1]			3
Net Assets Acquired								1,554
Mid-South Urgent Care Inc [Member] | Including Additional Site That is Under Construction [Member]
Business Acquisition [Line Items]
Businesses Acquired				3
Net Assets Acquired				$ 1,554
Med Help [Member]
Business Acquisition [Line Items]
Businesses Acquired			1
Net Assets Acquired			$ 880					880
Stat Medical Care [Member]
Business Acquisition [Line Items]
Businesses Acquired		2
Net Assets Acquired		$ 1,379						$ 1,379

[1] At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing.

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:

	2014			2013
Weighted-average grant date fair value	$	2.00		$	1.01
Weighted-average assumptions used:
Expected volatility		72.8	%		77.7	%
Expected lives (years)		5.0			6.2
Risk free interest rate		1.7	%		1.0	%
Forfeiture rate		29.5	%		20.5	%
Dividend rate		0	%		0	%

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of stock option activity is as follows:

	Options			Weighted- Average Exercise Price
Outstanding at December 31, 2012		792		$	6.06
Granted		284			1.88
Forfeited		(113	)		2.88
Cancelled		(208	)		6.99
Exercised		(5	)		0.93
Outstanding at December 31, 2013		750			4.74
Granted		734			2.26
Forfeited		(214	)		2.13
Cancelled		(25	)		6.34
Outstanding at December 31, 2014		1,245		$	3.69
Exercisable at December 31, 2014		543		$	5.51

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block]

The following table summarizes information concerning outstanding and exercisable options at December 31, 2014:

	Options Outstanding						Options Exercisable
Range of Exercise Price	Number Outstanding		Weighted-Average Outstanding Contractual Life		Weighted-Average Exercise Price		Number Exercisable		Weighted-Average Exercise Price
Under $1.00		53		0.50	$	0.93		52	$	0.93
$1.00 – $2.00		645		8.30		1.87		160		1.83
$2.01 – $3.00		87		9.54		2.81		—		—
$3.01 – $4.00		130		9.54		3.32		8		3.20
$4.01 – $5.00		25		3.49		4.24		24		4.24
$5.01 – $6.00		96		2.29		5.56		96		5.56
$6.01 – $7.00		84		2.49		6.14		78		6.14
Greater than $7.01		125		2.16		12.08		125		12.08
		1,245		6.64	$	3.69		543	$	5.51

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

A summary of RSU activity is as follows:

	RSUs			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2012		4		$	21.40
Granted		50			1.99
Forfeited		(1	)		21.63
Converted to common stock		(2	)		21.32
Outstanding at December 31, 2013		51			2.40
Granted		105			3.49
Outstanding at December 31, 2014		156		$	3.08
Vested and convertible to common stock at December 31, 2014		56		$	2.65

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Income Taxes (Details) - Effective Income Tax Rate Reconciliation - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Effective Income Tax Rate Reconciliation [Line Items]
Computed “expected” tax provision (benefit)					$ (2,276)	$ (1,278)
Increase in the valuation allowance for deferred tax assets					2,287	1,009
Shortfall on stock options, warrants, and RSUs					215	330
State taxes					12	19
Permanent items					45	12
Tax benefit recognized related to stock acquisition					(145)	0
Other					(68)	(67)
Total income tax provision	$ 4	$ 4	$ 10	$ 1	$ 70	$ 25

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment, net consists of the following:

	Useful Lives (years)		2014			2013
Software – internally-developed		5	$	3,054		$	2,877
Software – purchased		3 – 5		152			596
Computer equipment		3 – 5		613			589
Medical equipment		5		626			—
Furniture and fixtures		5		390			358
Vehicles		5		43			—
Leasehold improvements		7		2,151			205
				7,029			4,625
Accumulated depreciation and amortization				(2,707	)		(3,389	)
Property and equipment, net			$	4,322		$	1,236

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Acquisitions (Details) - Acquisition Purchase Price Breakdown - USD ($) $ in Thousands					12 Months Ended
	Dec. 31, 2014	Oct. 31, 2014	Aug. 29, 2014	May. 08, 2014	Dec. 31, 2014
Business Combination, Separately Recognized Transactions [Line Items]
Cash consideration in purchase agreement					$ 7,138
Adjustments on closing date					51
Cash consideration, as adjusted					7,189
Deferred consideration in purchase agreement					1,500
Adjustments for working capital					(216)
Valuation adjustments to promissory notes					13
Deferred consideration, as adjusted					1,297
Total Purchase Price					8,486
CorrectMed [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Cash consideration in purchase agreement					2,180
Adjustments on closing date					4
Cash consideration, as adjusted					2,184
Deferred consideration in purchase agreement					500
Adjustments for working capital					(46)
Valuation adjustments to promissory notes					11
Deferred consideration, as adjusted					465
Total Purchase Price				$ 2,649	2,649
Bay Walk-In Clinic Inc [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Cash consideration in purchase agreement					1,500
Adjustments on closing date					0
Cash consideration, as adjusted					1,500
Deferred consideration in purchase agreement					700
Adjustments for working capital					(170)
Valuation adjustments to promissory notes					(6)
Deferred consideration, as adjusted					524
Total Purchase Price			$ 2,024		2,024
Mid-South Urgent Care Inc [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Cash consideration in purchase agreement					1,350
Adjustments on closing date					34
Cash consideration, as adjusted					1,384
Deferred consideration in purchase agreement					150
Adjustments for working capital					15
Valuation adjustments to promissory notes					5
Deferred consideration, as adjusted					170
Total Purchase Price					1,554
Med Help [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Cash consideration in purchase agreement					780
Adjustments on closing date					13
Cash consideration, as adjusted					793
Deferred consideration in purchase agreement					100
Adjustments for working capital					(15)
Valuation adjustments to promissory notes					2
Deferred consideration, as adjusted					87
Total Purchase Price		$ 880			880
Stat Medical Care [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Cash consideration in purchase agreement					1,328
Adjustments on closing date					0
Cash consideration, as adjusted					1,328
Deferred consideration in purchase agreement					50
Adjustments for working capital					0
Valuation adjustments to promissory notes					1
Deferred consideration, as adjusted					51
Total Purchase Price	$ 1,379				$ 1,379

XML

Intangible Assets (Details) - Other Intangible Assets and Related Accumulated Amortization - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net		$ 756		$ 756		$ 1,437	$ 640
Intangible asset impairment		520	$ 0	520	$ 0
Urgent And Primary Care [Member]
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization		(144)		(144)		(47)	0
Intangible assets, net		308		308		925	0
Intangible asset impairment	[1]			(520)	0
Urgent And Primary Care [Member] | Patient Relationships And Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		972		972		972	0
Ancillary Network [Member]
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization		(1,901)		(1,901)		(1,837)	(1,709)
Intangible assets, net		448	512	448	512		640
Ancillary Network [Member] | Ancillary Provider Network [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		1,921		1,921		1,921	1,921
Ancillary Network [Member] | Software Internally Developed [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		428		428		$ 428	428
Ancillary Network [Member] | Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		$ 2,349	$ 2,349	$ 2,349	$ 2,349		$ 2,349

[1] At the time we purchased one of our urgent and primary care centers, we allocated $600,000 of the purchase price to a contract held by the acquired center that related to non-urgent care services. During the quarter ended June 30, 2015 we suspended our provision of services under that contract and have recorded a one-time impairment charge of $520,000 relating to the unamortized balance of that intangible asset.

XML

Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Line of Credit Facility [Line Items]
Short-term and long-term debt	$ 10,247	$ 6,017
Less current maturities	5,576	989
Long-term debt	4,671	5,028
Revolving Line Of Credit [Member]
Line of Credit Facility [Line Items]
Short-term and long-term debt	9,500	4,716
Promissory Notes, Related to Acquistion [Member]
Line of Credit Facility [Line Items]
Short-term and long-term debt	$ 747	1,263
Note Payable 1 [Member]
Line of Credit Facility [Line Items]
Short-term and long-term debt		$ 38

XML

Liquidity and Earnings (Loss) Per Share (Details) - Basic Net Loss and Diluted Net Loss Per Share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Numerator:
Net (loss) for basic earnings per share	$ (3,343)		$ (7,020)
Less gain on change in fair value of warrant liability	0		791
Net (loss) for diluted earnings per share	$ (3,343)		$ (7,811)
Denominator:
Weighted-average basic common shares outstanding	6,849	6,395	6,811	6,062
Assumed conversion of dilutive securities:
Common stock purchase warrants	0		40
Denominator for dilutive earnings per share - adjusted weighted-average shares	6,849	6,395	6,851	6,062
Basic net (loss) per share	$ (0.49)	$ (0.21)	$ (1.03)	$ (0.46)
Diluted net (loss) per share	$ (0.49)	$ (0.21)	$ (1.14)	$ (0.46)

XML

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation.

Certain amounts in the December 2013 income statement presentation were reclassified to conform to the December 2014 presentation. There is no impact on major classifications or net loss due to these reclassifications.

Liquidity

During 2014, we made significant investments in our urgent and primary care business. We used working capital, proceeds from a private equity offering, bank debt and seller financed debt to consummate five transactions totaling $8,486,000, resulting in our acquisition of ten urgent and primary care centers. We expanded our shared services function to provide the needed infrastructure to manage our urgent and primary care centers and support the planned growth of this business segment. As a result of these efforts, losses related to the shared services function, as reported in Note 17, increased by $1,825,000 to $5,360,000, during the year ended December 31, 2014, compared to $3,535,000 during the year ended December 31, 2013.

Our loss from operations increased by $2,370,000 to $6,152,000 during the year ended December 31, 2014 compared to $3,782,000 during the year ended December 31, 2013. The increase in our operating loss resulted from expanding our shared services function, costs to build out and enhance our current urgent and primary care centers and the continuing decline in our ancillary network business. As a result of our operating losses, we used cash in our operations of $4,034,000 and $4,188,000 during the years ended December 31, 2014 and 2013, respectively. We anticipate we will continue to generate operating losses, and use cash in our operations, during the next 12 months, but have made changes to our business model to improve our operating results. We believe the management service agreement we entered into with HealthSmart, to manage our ancillary network business, will reduce our operating costs. We will continue to analyze other strategies to improve our ancillary network operating results. Also, we expect to realize the benefits of economies of scale as we acquire additional urgent and primary care centers.

Until we generate cash flows from operations, we are dependent on our existing lines of credit and outside capital to fund our operations and additional acquisitions. Our plans to fund these needs include:

• Equity financing through the currently filed Form S-1 Registration Statement to sell additional shares of our common stock. If the offering is fully subscribed, we will raise an additional $15,000,000 (less applicable fees), plus any proceeds we would receive on account of the over allotment options we granted to underwriters. We anticipate closing this offering during the second quarter of 2015.

• Use of our existing lines of credit, which as of March 30, 2015, collectively have $4,000,000 of borrowing capacity.

• If necessary, raising additional financing through additional bank borrowing, additional private or public offerings or support from existing guarantors.

Significant Accounting Policies

Segment and Related Information — We use the “management approach” for reporting information about segments. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. We analyzed our products and services, geography, legal structure, management structure and any other factors, and we determined that the business is comprised of two reporting segments: urgent and primary business and ancillary network business. The five businesses acquired were determined to be individual operating segments which have been aggregated into the urgent and primary business.

Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period. We consider our most significant estimates to be the collectability of revenue, payments due to providers (and resulting margin as a percentage of revenue), and valuations related to acquisitions and warrants. Actual amounts could differ from those estimates.

Risks and Uncertainties — We operate in industries that are subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including risk of business failure.

Cash and Cash Equivalents — We consider all highly-liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include amounts in deposit accounts in excess of federally-insured limits. We have not experienced any losses in such accounts.

Revenue Recognition in Urgent and Primary Care Business — We have agreements with governmental and other third-party payors that provide for payments to us based on contractual adjustments to our established rates. Net revenue is reported at the time service is rendered at the estimated net realizable amounts, after giving effect to estimated contractual amounts from patients, third-party payors and others, and an estimate for bad debts.

Contractual adjustments are accrued on an estimated basis in the period the related services are rendered, and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows:

Commercial and HMO — We have entered into agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations. Billing methodologies under these agreements include discounts from established charges and prospectively determined rates.

Medicare — Services rendered to Medicare program beneficiaries are recorded at prospectively determined rates. These rates vary according to a patient classification system that is based on clinical, diagnostic, and other factors.

In establishing allowance for bad debts, we consider historical collection experience, the aging of the account, payor classification and patient payment patterns. We adjust this allowance prospectively.

Collection of payment for services provided to patients without insurance coverage is done at time of service.

Revenue Recognition in Ancillary Network Business — We recognize revenue on the services that we provide, which includes (i) providing payor clients with a comprehensive network of ancillary healthcare providers; (ii) providing claims management, reporting, processing and payment services; (iii) providing network/need analysis to assess the benefits to payor clients of adding additional/different service providers to the client-specific provider networks; and (iv) providing credentialing of network service providers for inclusion in the client payor-specific provider networks. Revenue is recognized when services are delivered, which occurs after processed claims are billed to the payor clients and collections are reasonably assured. We estimate revenues and costs of revenues using average historical collection rates and average historical margins earned on claims. Periodically, revenues are adjusted to reflect actual cash collections so that revenues recognized accurately reflect cash collected.

We record a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayment on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payments made to the ancillary service provider if the claim has been fully resolved. The evaluation is performed periodically and is based on historical data. We present revenue net of the provision for refunds on the consolidated statement of operations.

After careful evaluation of the key gross and net revenue recognition indicators, we have concluded that our circumstances are most consistent with those key indicators that support gross revenue reporting, since we are fulfilling the services of a principal versus an agent.

Following are the key indicators that support our conclusion that we act as a principal when settling claims for service providers through our contracted service provider network:

• The Company is the primary obligor in the arrangement.  We have assessed our role as primary obligor as a strong indicator of gross reporting. We believe that we are the primary obligor in our transactions because we are responsible for providing the services desired by our payor clients. We have distinct, separately negotiated contractual relationships with our payor clients and with the ancillary healthcare providers in our networks. We do not negotiate “on behalf of” our payor clients and do not hold ourselves out as the agent of the payor clients when negotiating the terms of our ancillary healthcare service provider agreements. Our agreements contractually prohibit payor clients and service providers from entering into direct contractual relationships with one another. The payor clients have no control over the terms of our agreements with the service providers. In executing transactions, we assume key performance-related risks. The payor clients hold us responsible for fulfillment, as the provider, of all of the services the payor clients are entitled to under their contracts; payor clients do not look to the service providers for fulfillment. In addition, we bear the pricing/margin risk as the principal in the transactions. Because the contracts with the payor clients and service providers are separately negotiated, we have complete discretion in negotiating both the prices we charge our payor clients and the financial terms of our agreements with the service providers. Because our profit is the spread between the amounts received from the payor clients and the amount paid to the service providers, we bear significant pricing and margin risk. There is no guaranteed mark-up payable to us on the amount we have contracted. Thus, we bear the risk that amounts paid to the service provider will be greater than the amounts received from the payor clients, resulting in a loss or negative claim.

• The Company has latitude in establishing pricing.  As stated above, we are able to negotiate the price payable to us by our payor clients as well as the price to be paid to each contracted service provider. This type of pricing latitude indicates that we have the risks and rewards normally attributed to a principal in the transactions.

• The Company changes the product or performs part of the services.  We provide the benefits associated with the relationships we build with the payor clients and the services providers. While the parties could deal with each other directly, the payor clients would not have the benefit of our experience and expertise in assembling a comprehensive network of service providers, in claims management, reporting and processing and payment services, in performing network/needs analysis to assess the benefits to payor clients of adding additional/different service providers to the client payor-specific provider networks, and in credentialing network service providers.

• The Company has complete discretion in supplier selection.  We have complete discretion in supplier selection. One of the key factors considered by payor clients which engage us is to have the Company undertake the responsibility for identifying, qualifying, contracting with and managing the relationships with the ancillary healthcare service providers. As part of the contractual arrangement between us and our payor clients, the payors identify their obligations to their respective covered persons and then work with us to determine the types of ancillary healthcare services required in order for the payors to meet their obligations. We may select the providers and contract with them to provide services at its discretion.

• The Company is involved in the determination of product or service specifications.  We work with our payor clients to determine the types of ancillary healthcare services required in order for the payors to meet their obligations to their respective covered persons. In some respects, we are customizing the product through our efforts and ability to assemble a comprehensive network of providers for our payors that is tailored to each payor’s specific needs. In addition, as part of our claims processing and payment services, we work with the payor clients, on the one hand, and the providers, on the other, to set claims review, management and payment specifications.

• The supplier (and not the Company) has credit risk.  We believe we have some level of credit risk, but that risk is mitigated because we do not remit payment to providers unless and until we have received payment from the relevant payor clients following our processing of a claim.

• The amount that the Company earns is not fixed.  We do not earn a fixed amount per transaction nor do we realize a per-person per-month charge for our services.

We have evaluated the other indicators of gross and net revenue recognition, including whether or not we have general inventory risk. We do not have any general inventory risk, as our business is not related to the manufacture, purchase or delivery of goods and we do not purchase in advance any of the services to be provided by the ancillary healthcare service providers. While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, we have carefully evaluated all of the key gross and net revenue recognition indicators and have concluded that our circumstances are more consistent with those key indicators that support gross revenue reporting.

If, however, we were to report our ancillary network revenues, net of provider payments rather than on a gross reporting basis, for the years ended December 31, 2014 and 2013, our revenues would have been approximately $6,900,000 and $7,000,000, respectively.

Ancillary Network Provider Payments — Payments to providers is the largest component of our cost of revenues and it consists of payments for ancillary care services in accordance with contracts negotiated with providers for specific ancillary services, separately from contracts negotiated with our clients.

Advertising Costs — Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2014 and 2013 was approximately $193,000 and $65,000, respectively.

Property and Equipment — Property and equipment are recorded at original cost and increased by the cost of any significant improvements subsequent to purchase. Property and equipment acquired through acquisitions are recorded at their estimated fair market value on the date of acquisition. We expense repairs and maintenance as incurred. Depreciation and amortization is calculated using the straight-line method over the shorter of the asset’s estimated useful life or the term of the lease in the case of leasehold improvements. We capitalize costs associated with software developed for internal use. During 2014 and 2013, we capitalized approximately $177,000 and $303,000 of internally-developed software costs, respectively.

Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense. Amortization is calculated using the straight-line method over the shorter of the useful lives or terms of the underlying lease agreements.

Deferred Loan Fees — Deferred loan fees related to the issuance of warrants in exchange for debt guarantees by certain directors/shareholders are amortized on a straight-line basis over the term of the debt.

Deferred Offering Costs — Deferred offering costs represent legal, accounting and other direct costs related to raising capital through a stock offering. Costs related to our planned offering activities are deferred until completion of the offering, at which time they are reclassified to additional paid-in capital as a reduction of the offering proceeds. There were no offering costs in connection with our private placement in May 2014. In connection with our planned upcoming offering, approximately $225,000 of offering costs have been deferred.

Impairment of Long-Lived Assets — Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset or group of assets might not be recoverable. We perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would indicate a potential impairment include a significant decline in the observable market value of an asset or a significant change in the extent or manner in which an asset is used. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset or asset group exceeds its fair value.

Goodwill — Goodwill resulted from the acquisitions of urgent and primary care businesses during the year ended December 31, 2014. See Note 3. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, the purchase method of accounting requires that the excess of the purchase price paid over the estimated fair value of identifiable tangible and intangible net assets of acquired businesses be recorded as goodwill. In accordance with ASC 350, Intangibles — Goodwill and Other , we are required to test goodwill for impairment annually. We established October 1 as the date of our annual impairment review. We determined no impairment existed for the period ended September 30, 2014, and there were no factors identified that indicated impairment existed through December 31, 2014.

Intangible Assets — Intangible assets are recorded at fair values at the date of acquisition. Our intangible assets have finite useful lives and are amortized over their estimated useful lives. See Note 9.

Warrant Derivative Liability — We have issued certain warrants which contain an exercise price adjustment feature in the event we issue additional equity instruments at a price lower than the exercise price of the warrant. The warrants are described herein as derivative warrants. We account for these derivative warrants as liabilities. These common stock purchase warrants do not trade in an active securities market. See Note 13 for methodology used to value warrants.

We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded in the statement of operations. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net income (loss) is, therefore, subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire. Assuming all other fair value inputs remain constant, we will record non-cash income/expense with changes in our stock price or when the underlying assumptions in calculating warrant value change.

Research and Development — Research and development costs are expensed as incurred.

Income Taxes — Income taxes are accounted for under the asset and liability method. Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as “temporary differences”. We record the tax effect of these temporary differences as “deferred tax assets” (generally items that can be used as a tax deduction or credit in the future periods) and “deferred tax liabilities” (generally items that we received a tax deduction for, which have not yet been recorded in the statements of operations). The deferred tax assets and liabilities are measured using enacted tax rules and laws that are expected to be in effect when the temporary differences are expected to be recovered or settled. A valuation allowance is established to reduce deferred tax assets considered to be more-likely-than-not that the deferred tax assets will not be realized.

ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2014, and 2013, we had no uncertain tax positions.

Stock-Based Compensation — We record all stock-based payments to employees in the consolidated financial statements over the vesting period based on our estimated fair values as of the measurement date of the respective awards. Additional information about our stock-based payment plan is presented in Note 12.

Fair Value of Financial Instruments — The carrying amount of accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short-term maturities of those financial instruments. These financial instruments are considered Level 3 measurements under the fair value hierarchy. The fair values of our promissory notes, notes payable, lines of credit and capital lease obligations approximate carrying value under Level 3 of the fair value hierarchy. The fair value of warrants recorded as derivative liabilities are described in Note 14.

Recent Accounting Pronouncements — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 660): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40). The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification. This guidance will be effective for interim and annual periods beginning after December 15, 2016. We are currently assessing the impact that this guidance will have on our consolidated financial statements.

In August 2014, the FASB ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance relates to the disclosures around going concern. The new standard update provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

Earnings (Loss) Per Share — Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive), and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method.

The following table summarizes potentially dilutive shares outstanding as of December 31, 2014, which were excluded from the calculation due to being anti-dilutive:

	2014		2013
Common stock purchase warrants		1,782		22
Stock options		1,245		750
Restricted shares of common stock		100		51

XML

Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes - USD ($) $ in Thousands	Dec. 31, 2014	Oct. 31, 2014	Sep. 12, 2014	Aug. 29, 2014	May. 08, 2014
Lines of Credit, Promissory Notes, and Notes Payable [Line Items]
Amount issued	$ 1,297
CorrectMed [Member]
Lines of Credit, Promissory Notes, and Notes Payable [Line Items]
Amount issued					$ 465
Interest rate					5.00%
Bay Walk-In Clinic Inc [Member]
Lines of Credit, Promissory Notes, and Notes Payable [Line Items]
Amount issued				$ 289
Mid-South Urgent Care Inc [Member]
Lines of Credit, Promissory Notes, and Notes Payable [Line Items]
Amount issued			$ 170
Interest rate			5.00%
Med Help [Member]
Lines of Credit, Promissory Notes, and Notes Payable [Line Items]
Amount issued		$ 87
Interest rate		5.00%
Stat Medical Care [Member]
Lines of Credit, Promissory Notes, and Notes Payable [Line Items]
Amount issued	$ 51
Interest rate	5.00%
Note Payable 1 [Member] | Bay Walk-In Clinic Inc [Member]
Lines of Credit, Promissory Notes, and Notes Payable [Line Items]
Amount issued				$ 30
Interest rate				5.00%
Note Payable 2 [Member] | Bay Walk-In Clinic Inc [Member]
Lines of Credit, Promissory Notes, and Notes Payable [Line Items]
Amount issued				$ 205
Interest rate				5.00%

XML

Description of Business (Details)	6 Months Ended	8 Months Ended	12 Months Ended
	Jun. 30, 2015 USD ($)	Dec. 31, 2014	Dec. 31, 2014 USD ($)
Description of Business [Line Items]
Number of Operating Segments	2
Number of Businesses Acquired		10
Percentage Of Joint Venture Owned By Minority	35.00%	35.00%	35.00%
Management Services Management Fee Percentage	120.00%	120.00%	120.00%
Management Service Agreement Term	3 years
Amount Less The Aggregate Sum Of Net Profit Received From Agreement For Purchase Of Network	$ 6,500,000		$ 6,500,000
Sum Of Net Profit Received Since Beginning Of Management Arrangement	$ 1,100,000		637,786
Gross Revenues From Urgent And Primary Care			$ 40,000,000
Georgia [Member]
Description of Business [Line Items]
Number of Businesses Acquired		3
Florida [Member]
Description of Business [Line Items]
Number of Businesses Acquired		2
Alabama [Member]
Description of Business [Line Items]
Number of Businesses Acquired		3
Virginia [Member]
Description of Business [Line Items]
Number of Businesses Acquired		2

XML

Basis of Presentation and Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying unaudited consolidated financial statements of American CareSource Holdings, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these statements include all adjustments necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014. References herein to the “Company,” “we,” “us,” or “our” refer to American CareSource Holdings, Inc. and its subsidiaries.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation.

Certain amounts in the December 2013 income statement presentation were reclassified to conform to the December 2014 presentation. There is no impact on major classifications or net loss due to these reclassifications.

Liquidity [Policy Text Block]

Liquidity

During 2014, we made significant investments in our urgent and primary care business. We used working capital, proceeds from a private equity offering, bank debt and seller financed debt to consummate five transactions totaling $8,486,000, resulting in our acquisition of ten urgent and primary care centers. We expanded our shared services function to provide the needed infrastructure to manage our urgent and primary care centers and support the planned growth of this business segment. As a result of these efforts, losses related to the shared services function, as reported in Note 17, increased by $1,825,000 to $5,360,000, during the year ended December 31, 2014, compared to $3,535,000 during the year ended December 31, 2013.

Our loss from operations increased by $2,370,000 to $6,152,000 during the year ended December 31, 2014 compared to $3,782,000 during the year ended December 31, 2013. The increase in our operating loss resulted from expanding our shared services function, costs to build out and enhance our current urgent and primary care centers and the continuing decline in our ancillary network business. As a result of our operating losses, we used cash in our operations of $4,034,000 and $4,188,000 during the years ended December 31, 2014 and 2013, respectively. We anticipate we will continue to generate operating losses, and use cash in our operations, during the next 12 months, but have made changes to our business model to improve our operating results. We believe the management service agreement we entered into with HealthSmart, to manage our ancillary network business, will reduce our operating costs. We will continue to analyze other strategies to improve our ancillary network operating results. Also, we expect to realize the benefits of economies of scale as we acquire additional urgent and primary care centers.

Until we generate cash flows from operations, we are dependent on our existing lines of credit and outside capital to fund our operations and additional acquisitions. Our plans to fund these needs include:

• Equity financing through the currently filed Form S-1 Registration Statement to sell additional shares of our common stock. If the offering is fully subscribed, we will raise an additional $15,000,000 (less applicable fees), plus any proceeds we would receive on account of the over allotment options we granted to underwriters. We anticipate closing this offering during the second quarter of 2015.

• Use of our existing lines of credit, which as of March 30, 2015, collectively have $4,000,000 of borrowing capacity.

• If necessary, raising additional financing through additional bank borrowing, additional private or public offerings or support from existing guarantors.

Segment Reporting, Policy [Policy Text Block]

Segment and Related Information — We use the “management approach” for reporting information about segments. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. We analyzed our products and services, geography, legal structure, management structure and any other factors, and we determined that the business is comprised of two reporting segments: urgent and primary business and ancillary network business. The five businesses acquired were determined to be individual operating segments which have been aggregated into the urgent and primary business.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period. We consider our most significant estimates to be the collectability of revenue, payments due to providers (and resulting margin as a percentage of revenue), and valuations related to acquisitions and warrants. Actual amounts could differ from those estimates.

Risks And Uncertainties Policy [Policy Text Block]

Risks and Uncertainties — We operate in industries that are subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including risk of business failure.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents — We consider all highly-liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include amounts in deposit accounts in excess of federally-insured limits. We have not experienced any losses in such accounts.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition in Urgent and Primary Care Business — We have agreements with governmental and other third-party payors that provide for payments to us based on contractual adjustments to our established rates. Net revenue is reported at the time service is rendered at the estimated net realizable amounts, after giving effect to estimated contractual amounts from patients, third-party payors and others, and an estimate for bad debts.

Contractual adjustments are accrued on an estimated basis in the period the related services are rendered, and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows:

Commercial and HMO — We have entered into agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations. Billing methodologies under these agreements include discounts from established charges and prospectively determined rates.

Medicare — Services rendered to Medicare program beneficiaries are recorded at prospectively determined rates. These rates vary according to a patient classification system that is based on clinical, diagnostic, and other factors.

In establishing allowance for bad debts, we consider historical collection experience, the aging of the account, payor classification and patient payment patterns. We adjust this allowance prospectively.

Collection of payment for services provided to patients without insurance coverage is done at time of service.

Revenue Recognition in Ancillary Network Business — We recognize revenue on the services that we provide, which includes (i) providing payor clients with a comprehensive network of ancillary healthcare providers; (ii) providing claims management, reporting, processing and payment services; (iii) providing network/need analysis to assess the benefits to payor clients of adding additional/different service providers to the client-specific provider networks; and (iv) providing credentialing of network service providers for inclusion in the client payor-specific provider networks. Revenue is recognized when services are delivered, which occurs after processed claims are billed to the payor clients and collections are reasonably assured. We estimate revenues and costs of revenues using average historical collection rates and average historical margins earned on claims. Periodically, revenues are adjusted to reflect actual cash collections so that revenues recognized accurately reflect cash collected.

We record a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayment on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payments made to the ancillary service provider if the claim has been fully resolved. The evaluation is performed periodically and is based on historical data. We present revenue net of the provision for refunds on the consolidated statement of operations.

After careful evaluation of the key gross and net revenue recognition indicators, we have concluded that our circumstances are most consistent with those key indicators that support gross revenue reporting, since we are fulfilling the services of a principal versus an agent.

Following are the key indicators that support our conclusion that we act as a principal when settling claims for service providers through our contracted service provider network:

• The Company is the primary obligor in the arrangement.  We have assessed our role as primary obligor as a strong indicator of gross reporting. We believe that we are the primary obligor in our transactions because we are responsible for providing the services desired by our payor clients. We have distinct, separately negotiated contractual relationships with our payor clients and with the ancillary healthcare providers in our networks. We do not negotiate “on behalf of” our payor clients and do not hold ourselves out as the agent of the payor clients when negotiating the terms of our ancillary healthcare service provider agreements. Our agreements contractually prohibit payor clients and service providers from entering into direct contractual relationships with one another. The payor clients have no control over the terms of our agreements with the service providers. In executing transactions, we assume key performance-related risks. The payor clients hold us responsible for fulfillment, as the provider, of all of the services the payor clients are entitled to under their contracts; payor clients do not look to the service providers for fulfillment. In addition, we bear the pricing/margin risk as the principal in the transactions. Because the contracts with the payor clients and service providers are separately negotiated, we have complete discretion in negotiating both the prices we charge our payor clients and the financial terms of our agreements with the service providers. Because our profit is the spread between the amounts received from the payor clients and the amount paid to the service providers, we bear significant pricing and margin risk. There is no guaranteed mark-up payable to us on the amount we have contracted. Thus, we bear the risk that amounts paid to the service provider will be greater than the amounts received from the payor clients, resulting in a loss or negative claim.

• The Company has latitude in establishing pricing.  As stated above, we are able to negotiate the price payable to us by our payor clients as well as the price to be paid to each contracted service provider. This type of pricing latitude indicates that we have the risks and rewards normally attributed to a principal in the transactions.

• The Company changes the product or performs part of the services.  We provide the benefits associated with the relationships we build with the payor clients and the services providers. While the parties could deal with each other directly, the payor clients would not have the benefit of our experience and expertise in assembling a comprehensive network of service providers, in claims management, reporting and processing and payment services, in performing network/needs analysis to assess the benefits to payor clients of adding additional/different service providers to the client payor-specific provider networks, and in credentialing network service providers.

• The Company has complete discretion in supplier selection.  We have complete discretion in supplier selection. One of the key factors considered by payor clients which engage us is to have the Company undertake the responsibility for identifying, qualifying, contracting with and managing the relationships with the ancillary healthcare service providers. As part of the contractual arrangement between us and our payor clients, the payors identify their obligations to their respective covered persons and then work with us to determine the types of ancillary healthcare services required in order for the payors to meet their obligations. We may select the providers and contract with them to provide services at its discretion.

• The Company is involved in the determination of product or service specifications.  We work with our payor clients to determine the types of ancillary healthcare services required in order for the payors to meet their obligations to their respective covered persons. In some respects, we are customizing the product through our efforts and ability to assemble a comprehensive network of providers for our payors that is tailored to each payor’s specific needs. In addition, as part of our claims processing and payment services, we work with the payor clients, on the one hand, and the providers, on the other, to set claims review, management and payment specifications.

• The supplier (and not the Company) has credit risk.  We believe we have some level of credit risk, but that risk is mitigated because we do not remit payment to providers unless and until we have received payment from the relevant payor clients following our processing of a claim.

• The amount that the Company earns is not fixed.  We do not earn a fixed amount per transaction nor do we realize a per-person per-month charge for our services.

We have evaluated the other indicators of gross and net revenue recognition, including whether or not we have general inventory risk. We do not have any general inventory risk, as our business is not related to the manufacture, purchase or delivery of goods and we do not purchase in advance any of the services to be provided by the ancillary healthcare service providers. While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, we have carefully evaluated all of the key gross and net revenue recognition indicators and have concluded that our circumstances are more consistent with those key indicators that support gross revenue reporting.

If, however, we were to report our ancillary network revenues, net of provider payments rather than on a gross reporting basis, for the years ended December 31, 2014 and 2013, our revenues would have been approximately $6,900,000 and $7,000,000, respectively.

Cost of Sales, Policy [Policy Text Block]

Ancillary Network Provider Payments — Payments to providers is the largest component of our cost of revenues and it consists of payments for ancillary care services in accordance with contracts negotiated with providers for specific ancillary services, separately from contracts negotiated with our clients.

Advertising Costs, Policy [Policy Text Block]

Advertising Costs — Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2014 and 2013 was approximately $193,000 and $65,000, respectively.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment — Property and equipment are recorded at original cost and increased by the cost of any significant improvements subsequent to purchase. Property and equipment acquired through acquisitions are recorded at their estimated fair market value on the date of acquisition. We expense repairs and maintenance as incurred. Depreciation and amortization is calculated using the straight-line method over the shorter of the asset’s estimated useful life or the term of the lease in the case of leasehold improvements. We capitalize costs associated with software developed for internal use. During 2014 and 2013, we capitalized approximately $177,000 and $303,000 of internally-developed software costs, respectively.

Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense. Amortization is calculated using the straight-line method over the shorter of the useful lives or terms of the underlying lease agreements.

Loan Guarantee Fees Policy [Policy Text Block]

Deferred Loan Fees — Deferred loan fees related to the issuance of warrants in exchange for debt guarantees by certain directors/shareholders are amortized on a straight-line basis over the term of the debt.

Deferred Charges, Policy [Policy Text Block]

Deferred Offering Costs — Deferred offering costs represent legal, accounting and other direct costs related to raising capital through a stock offering. Costs related to our planned offering activities are deferred until completion of the offering, at which time they are reclassified to additional paid-in capital as a reduction of the offering proceeds. There were no offering costs in connection with our private placement in May 2014. In connection with our planned upcoming offering, approximately $225,000 of offering costs have been deferred.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets — Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset or group of assets might not be recoverable. We perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would indicate a potential impairment include a significant decline in the observable market value of an asset or a significant change in the extent or manner in which an asset is used. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset or asset group exceeds its fair value.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill — Goodwill resulted from the acquisitions of urgent and primary care businesses during the year ended December 31, 2014. See Note 3. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, the purchase method of accounting requires that the excess of the purchase price paid over the estimated fair value of identifiable tangible and intangible net assets of acquired businesses be recorded as goodwill. In accordance with ASC 350, Intangibles — Goodwill and Other , we are required to test goodwill for impairment annually. We established October 1 as the date of our annual impairment review. We determined no impairment existed for the period ended September 30, 2014, and there were no factors identified that indicated impairment existed through December 31, 2014.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible Assets — Intangible assets are recorded at fair values at the date of acquisition. Our intangible assets have finite useful lives and are amortized over their estimated useful lives. See Note 9.

Derivatives, Policy [Policy Text Block]

Warrant Derivative Liability — We have issued certain warrants which contain an exercise price adjustment feature in the event we issue additional equity instruments at a price lower than the exercise price of the warrant. The warrants are described herein as derivative warrants. We account for these derivative warrants as liabilities. These common stock purchase warrants do not trade in an active securities market. See Note 13 for methodology used to value warrants.

We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded in the statement of operations. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net income (loss) is, therefore, subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire. Assuming all other fair value inputs remain constant, we will record non-cash income/expense with changes in our stock price or when the underlying assumptions in calculating warrant value change.

Research and Development Expense, Policy [Policy Text Block]

Research and Development — Research and development costs are expensed as incurred.

Income Tax, Policy [Policy Text Block]

Income Taxes — Income taxes are accounted for under the asset and liability method. Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as “temporary differences”. We record the tax effect of these temporary differences as “deferred tax assets” (generally items that can be used as a tax deduction or credit in the future periods) and “deferred tax liabilities” (generally items that we received a tax deduction for, which have not yet been recorded in the statements of operations). The deferred tax assets and liabilities are measured using enacted tax rules and laws that are expected to be in effect when the temporary differences are expected to be recovered or settled. A valuation allowance is established to reduce deferred tax assets considered to be more-likely-than-not that the deferred tax assets will not be realized.

ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2014, and 2013, we had no uncertain tax positions.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation — We record all stock-based payments to employees in the consolidated financial statements over the vesting period based on our estimated fair values as of the measurement date of the respective awards. Additional information about our stock-based payment plan is presented in Note 12.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value of Financial Instruments — The carrying amount of accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short-term maturities of those financial instruments. These financial instruments are considered Level 3 measurements under the fair value hierarchy. The fair values of our promissory notes, notes payable, lines of credit and capital lease obligations approximate carrying value under Level 3 of the fair value hierarchy. The fair value of warrants recorded as derivative liabilities are described in Note 14.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will become effective for the Company on January 1, 2018. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance relates to the disclosures around going concern. The new standard update provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The guidance relates to the presentation of debt issuance costs. The new standard update provides guidance that would require debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 660): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40). The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification. This guidance will be effective for interim and annual periods beginning after December 15, 2016. We are currently assessing the impact that this guidance will have on our consolidated financial statements.

In August 2014, the FASB ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance relates to the disclosures around going concern. The new standard update provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

Earnings Per Share, Policy [Policy Text Block]

Earnings (Loss) Per Share — Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive), and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method.

The following table summarizes potentially dilutive shares outstanding as of December 31, 2014, which were excluded from the calculation due to being anti-dilutive:

	2014		2013
Common stock purchase warrants		1,782		22
Stock options		1,245		750
Restricted shares of common stock		100		51

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Subsequent Events

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

11. Subsequent Events

On July 31, 2015, we entered into an asset purchase agreement with Medac Health Services, P.A., or Medac, and its shareholders to purchase certain assets used by Medac in the operation of its four urgent care centers in the greater Wilmington, North Carolina area. In connection with the purchase of the Medac assets, we will assume or enter into new leases for the four centers and then sublease them to Medac. The purchase price for the assets is $5,600,000, with $5,040,000 payable in cash at closing and the balance of $560,000 payable in the form of a promissory note with interest at 5% per annum and maturing 18 months after the closing. The asset purchase agreement provides that consummation of the transaction is subject to the satisfaction or waiver of certain conditions, including our receipt of financing in an amount no less than $5,600,000. In order to close this acquisition, we will require additional capital which we expect to raise through the offering discussed in Note 3.

On August 12, 2015 we amended the December 2014 credit agreement (a) to provide for $1,000,000 of additional borrowing capacity, and (b) to extend the maturity date to October 1, 2016. In connection with the $1,000,000 increase in the line of credit under the December 2014 credit agreement, we issued warrants to the guarantors to purchase an additional 300,000 shares of our common stock at $1.70 per share, subject to certain adjustments under certain circumstances, in consideration of their guaranteeing such indebtedness. The warrants vested immediately and are exercisable at any time prior to their expiration on August 12, 2020.

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Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Accounts Receivable from Urgent and Primary Care - USD ($)	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Estimated allowance for uncollectible amounts	$ (125,000)	$ (300,000)	$ (341,000)	$ (336,000)
Urgent And Primary Care [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Accounts receivable	2,616,000	2,434,000
Estimated allowance for uncollectible amounts	(1,538,000)	(847,000)
Accounts receivable, net	$ 1,078,000	$ 1,587,000

XML

Basis of Presentation and Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013	Mar. 30, 2015
Business Combination, Consideration Transferred					$ 8,486,000
Operating Income (Loss)	$ (2,065,000)	$ (987,000)	$ (4,433,000)	$ (2,069,000)	(4,087,000)	$ (2,439,000)
Increase Decrease To Gross Profit					2,370,000
Gross Profit, Total	(4,003,000)	$ (1,325,000)	(7,222,000)	(2,767,000)	(6,152,000)	(3,782,000)
Net Cash Provided by (Used in) Operating Activities			(4,600,000)	(2,200,000)	4,034,000	4,188,000
Proceeds from Issuance of Common Stock			33,000	$ 2,000,000	2,000,000	0
Advertising Expense					193,000	65,000
Capitalized Computer Software, Net					177,000	303,000
Deferred Offering Costs	254,000		$ 254,000		225,000	0
Subsequent Event [Member]
Line of Credit Facility, Remaining Borrowing Capacity							$ 4,000,000
Scenario, Forecast [Member]
Proceeds from Issuance of Common Stock	$ 15,000,000
Shared Services [Member]
Increase Decrease To Operating Income					1,825,000
Operating Income (Loss)					5,360,000	3,535,000
Net Of Provider Payments [Member]
Revenues					$ 6,900,000	$ 7,000,000

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Basis of Presentation and Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The following table summarizes potentially dilutive shares outstanding as of June 30, 2015, which were excluded from the calculation due to being anti-dilutive:

	2015
Common stock purchase warrants		1,782
Stock options		748
Restricted shares of common stock		—

The following table summarizes potentially dilutive shares outstanding as of December 31, 2014, which were excluded from the calculation due to being anti-dilutive:

	2014		2013
Common stock purchase warrants		1,782		22
Stock options		1,245		750
Restricted shares of common stock		100		51

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Liquidity and Earnings (Loss) Per Share (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Basic net (loss) and diluted net (loss) per share data were computed as follows:

	Three months ended June 30, 2015			Six months ended June 30, 2015
Numerator:
Net (loss) for basic earnings per share		(3,343	)		(7,020	)
Less gain on change in fair value of warrant liability		—			791
Net (loss) for diluted earnings per share		(3,343	)		(7,811	)
Denominator:
Weighted-average basic common shares outstanding		6,849			6,811
Assumed conversion of dilutive securities:
Common stock purchase warrants		—			40
Denominator for dilutive earnings per share – adjusted weighted-average shares		6,849			6,851
Basic net (loss) per share	$	(0.49	)	$	(1.03	)
Diluted net (loss) per share	$	(0.49	)	$	(1.14	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The following table summarizes potentially dilutive shares outstanding as of June 30, 2015, which were excluded from the calculation due to being anti-dilutive:

	2015
Common stock purchase warrants		1,782
Stock options		748
Restricted shares of common stock		—

The following table summarizes potentially dilutive shares outstanding as of December 31, 2014, which were excluded from the calculation due to being anti-dilutive:

	2014		2013
Common stock purchase warrants		1,782		22
Stock options		1,245		750
Restricted shares of common stock		100		51

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Description of Business

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Description and Basis of Presentation [Text Block]

2. Description of Business

The Company engages in two lines of business: our urgent and primary care business and our ancillary network business. These lines of business are supported through a shared services function.

Urgent and Primary Care Business

In May 2014, we announced our entry into the urgent and primary care market. During the remainder of 2014, we, through our wholly-owned subsidiaries, acquired ten urgent and primary care centers located in Georgia (three), Florida (two), Alabama (three) and Virginia (two). These centers offer a wide array of services for non-life-threatening medical conditions. We strive to improve access to quality medical care by offering extended hours and weekend service and also by accepting patients primarily on a walk-in basis.

Ancillary Network Business

Our ancillary network business offers cost containment strategies, primarily through the utilization of a comprehensive national network of ancillary healthcare service providers. Our services are marketed to a number of healthcare companies including third-party administrators, insurance companies, large self-funded organizations, various employer groups, and preferred provider organizations. We offer payors this solution by:

• lowering our payors’ ancillary care costs throughout network of high quality, cost effective providers that we have under contract at more favorable terms than they could generally obtain on their own;

• providing payors with a comprehensive network of ancillary healthcare service providers that is tailored to each payor’s needs and is available to each payor’s members for covered services;

• providing payors with claims management, reporting, processing and payment services;

• performing network/needs analysis to assess the benefits to payors of adding additional/different service providers to the payor-specific provider networks; and

• credentialing network service providers for inclusion in the payor-specific provider networks.

On October 1, 2014, we entered into a management services agreement with HealthSmart Preferred Care II, L.P. (“HealthSmart”). Under the management services agreement, HealthSmart manages our ancillary network business, subject to the supervision of a five-person oversight committee comprised of three members selected by us and two members selected by HealthSmart. As part of the management arrangement, HealthSmart hired substantially all of our ancillary network business employees, purchased substantially all of our furniture, fixtures and equipment located in our Dallas, Texas office and assumed our lease for that office. As a result of this arrangement, we no longer employ the workforce of our ancillary network business.

Under the management services agreement, HealthSmart manages and operates our ancillary network business for a monthly fee equal to the sum of (a) 35% of the net profit derived from the operation of our ancillary network business plus (b) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. For purposes of the fee calculation, the term “net profit” means gross ancillary network business revenue, less the sum of (x) the provider payments and administrative fees and (y) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. Any remaining net profit accrues to us. During the term of the agreement, HealthSmart is responsible for the payment of all expenses incurred in providing the management services with respect to our ancillary network business, including personnel salaries and benefits, the cost of supplies and equipment, and rent. The initial term of the management services agreement is three years, and it renews annually thereafter for one-year terms unless either party gives notice of termination at least 90 days prior to the end of the then-current term.

Our management services agreement with HealthSmart provides that at any time between October 1, 2016 and the expiration date of the management services agreement, HealthSmart may purchase, or we may require that HealthSmart purchase, our ancillary network business for a price equal to $6,500,000 less the aggregate sum of net profit received by us since the beginning of the management arrangement, which as of June 30, 2015 was approximately $1.1 million. The purchase price is to be payable by HealthSmart solely out of the net profit it derives from the operation of the ancillary network business after consummation of the transaction. Consummation of the transaction will be subject to the satisfaction of certain material conditions, currently including stockholder approval of the sale. If the sale of our ancillary network business to HealthSmart is not consummated during or at the end of the term of the management services agreement, we expect to then either reassume management of that line of business, or seek to sell that business on the most favorable terms we are able to obtain.

1. Description of Business and Change in Business Focus

American CareSource Holdings, Inc. (“the Company”, “ACSH”, “we”, “us”, or “our”) engages in two lines of business: our urgent and primary care business and our ancillary network business. These lines of business are supported through a shared services function.

Urgent and Primary Care Business

In May 2014, we announced our entry into the urgent and primary care market. During the remainder of 2014, we, through our wholly-owned subsidiaries, acquired ten urgent and primary care centers located in Georgia (three), Florida (two), Alabama (three) and Virginia (two). See Note 3 — Acquisitions. These centers offer a wide array of services for non-life-threatening medical conditions. We strive to improve access to quality medical care by offering extended hours and weekend service and also by accepting patients by appointment or on a walk-in basis.

Ancillary Network Business

Our ancillary network business offers cost containment strategies, primarily through the utilization of a comprehensive national network of ancillary healthcare service providers. Our services are marketed to a number of healthcare companies including third-party administrators, insurance companies, large self-funded organizations, various employer groups, and preferred provider organizations. We offer payors this solution by:

• lowering our payors’ ancillary care costs throughout network of high quality, cost effective providers that we have under contract at more favorable terms than they could generally obtain on their own;

• providing payors with a comprehensive network of ancillary healthcare service providers that is tailored to each payor’s needs and is available to each payor’s members for covered services;

• providing payors with claims management, reporting, processing and payment services;

• performing network/needs analysis to assess the benefits to payors of adding additional/different service providers to the payor-specific provider networks; and

• credentialing network service providers for inclusion in the payor-specific provider networks.

On October 1, 2014, we entered into a management services agreement with HealthSmart Preferred Care II, L.P. (“HealthSmart”).

Ancillary Network Business, Management Services Agreement

Under the management services agreement, HealthSmart manages our ancillary network business, subject to the supervision of a five-person oversight committee comprised of three members selected by us and two members selected by HealthSmart. As part of the management arrangement, HealthSmart hired substantially all of our ancillary network business employees, purchased substantially all of our furniture, fixtures and equipment located in our Dallas, Texas office and assumed our lease for that office. As a result of this arrangement, we no longer employ the workforce of our ancillary network business. Under the management services agreement, HealthSmart manages and operates our ancillary network business for a monthly fee equal to the sum of (a) 35% of the net profit derived from the operation of our ancillary network business plus (b) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. For purposes of the fee calculation, the term “net profit” means gross ancillary network business revenue, less the sum of (x) the provider payments and administrative fees and (y) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. Any remaining net profit accrues to us. During the term of the agreement, HealthSmart is responsible for the payment of all expenses incurred in providing the management services with respect to our ancillary network business, including personnel salaries and benefits, the cost of supplies and equipment, and rent. The initial term of the management services agreement is three years, and it renews annually thereafter for one-year terms unless either party gives notice of termination at least 90 days prior to the end of the then-current term.

At any time between October 1, 2016 and the expiration date of the management services agreement, HealthSmart may purchase, or we may require that HealthSmart purchase, our ancillary network business for a price equal to $6,500,000 less the aggregate sum of net profit received by us since the beginning of the management arrangement, which as of December 31, 2014 was $637,786. Consummation of the transaction will be subject to the satisfaction of certain material conditions, including approval by our stockholders if our annual gross revenue from our urgent and primary care business does not exceed $40,000,000. If, for any reason, the sale of our ancillary network business to HealthSmart is not consummated during or at the end of the term of the management services agreement, we expect to then either reassume management of that line of business, or seek to sell that business on the most favorable terms we are able to obtain.

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Acquisitions (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

During the year ended December 31, 2014, we closed five transactions supporting our entry into the urgent and primary care market. A summary of the acquisitions is as follows:

Business Acquired	State		Sites		Date of Closing
CorrectMed		Georgia		2		May 8, 2014
Bay Walk-In Clinic		Florida		2		August 29, 2014
Mid-South Urgent Care		Alabama		3		September 12, 2014
MedHelp		Georgia		1		October 31, 2014
Stat Medical Care		Virginia		2		December 31, 2014

A summary of the acquisitions is as follows (in thousands):

Business Acquired	State		Sites			Date of Closing		Purchase Price
CorrectMed		Georgia		2			8-May-14	$	2,649
Bay Walk-In Clinic		Florida		2			29-Aug-14		2,024
Mid-South Urgent Care		Alabama		3	*		12-Sep-14		1,554
MedHelp		Georgia		1			31-Oct-14		880
Stat Medical Care		Virginia		2			31-Dec-14		1,379
Total								$	8,486

* At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing.

Business Acquisition, Pro Forma Information [Table Text Block]

The following table provides certain pro forma financial information for the Company as if the acquisition of CorrectMed had occurred on January 1, 2014. Pro forma information for Bay Walk-In, Mid-South Urgent Care, MedHelp, and Stat Medical Care was not included since it was impracticable to obtain, due to the financial reporting approaches utilized by the prior owners of the businesses.

	Six months ended June 30,
	2015			2014
Net revenue
Ancillary network	$	11,347		$	10,505
Urgent and primary care		5,026			1,598
Total net revenue		16,373			12,103
Net loss	$	(7,020	)	$	(3,102	)
Basic net (loss) per common share	$	(1.03	)	$	(0.51	)
Diluted net (loss) per common share	$	(1.14	)	$	(0.51	)

The following table provides certain pro forma financial information for the Company, as if the acquisition of CorrectMed had occurred on January 1, 2013. Pro forma information for Bay Walk-In, Mid-South Urgent Care, MedHelp, and Stat Medical Care was not included since it was impracticable to obtain, due to the financial reporting approach utilized by the prior owners of the businesses.

	Year Ended December 31,
	2014			2013
Net revenue
Ancillary	$	23,146		$	26,751
Urgent and primary care		3,268			3,654
Total net revenue		26,414			30,405
Net loss	$	(7,020	)	$	(4,921	)
Loss per basic and diluted common share	$	(1.10	)	$	(0.86	)

Business Combination, Separately Recognized Transactions [Table Text Block]

The following table provides a detailed breakdown of the purchase price that was paid in each acquisition:

	CorrectMed			Bay Walk-In Clinic			Mid-South Urgent Care		MedHelp			Stat Medical Care		Total
Cash consideration in purchase agreement*	$	2,180		$	1,500		$	1,350	$	780		$	1,328	$	7,138
Adjustments on closing date		4			—			34		13			—		51
Cash consideration, as adjusted		2,184			1,500			1,384		793			1,328		7,189
Deferred consideration in purchase agreement		500			700			150		100			50		1,500
Adjustments for working capital		(46	)		(170	)		15		(15	)		—		(216	)
Valuation adjustments to promissory notes		11			(6	)		5		2			1		13
Deferred consideration, as adjusted		465			524			170		87			51		1,297
Total Purchase Price	$	2,649		$	2,024		$	1,554	$	880		$	1,379	$	8,486

* $268,000 was due to seller, Stat Medical Care, as of December 31, 2014.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

A summary of the assets acquired and liabilities assumed is as follows:

Acquisition Activity
	CorrectMed			Bay Walk-In Clinic			Mid-South Urgent Care			MedHelp			Stat Medical Care			Total
Accounts receivable	$	221		$	153		$	147		$	28		$	81		$	630
Other current assets		48			—			32			37			—			117
Property and equipment		1,325			63			1,205			180			211			2,984
Identifiable intangible assets		110			97			105			600			60			972
Goodwill		1,871			1,788			1,437			44			1,042			6,182
Total assets acquired		3,575			2,101			2,926			889			1,394			10,885
Liabilities assumed		(926	)		(77	)		(1,227	)		(9	)		(15	)		(2,254	)
Deferred tax liability		—			—			(145	)		—			—			(145	)
Net assets acquired	$	2,649		$	2,024		$	1,554		$	880		$	1,379		$	8,486

Business Combination Revenue Since Acquisition [Table Text Block]

The following table provides net revenues since acquisition for the period ending December 31, 2014.

	2014
CorrectMed	$	2,144
Bay Walk-In Clinic		719
Mid-South Urgent Care		875
MedHelp		168
Stat Medical Care		—
Total	$	3,906

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Employee Benefit Plans (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Employee Benefit Plans [Line Items]
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent	100.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	3.50%
Defined Contribution Plan, Cost Recognized	$ 109,000	$ 98,000

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Segment Reporting (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Consolidated statements of operations by segment for the respective periods are as follows:

	Three months ended June 30,
	2015											2014
	Urgent and Primary Care			Ancillary Network		Shared Services			Total			Urgent and Primary Care		Ancillary Network		Shared Services			Total
Net revenues	$	2,354		$	5,604	$	—		$	7,958		$	474	$	5,497	$	—		$	5,971
Total segment income (loss)		(795	)		340		(1,610	)		(2,065	)		71		242		(1,300	)		(987	)
Additional Segment Disclosures:
Interest expense		70			—		23			93			13		—		—			13
Gain on warrant liability, net of deferred loan fees amortization		(568	)		—		(189	)		(757	)		—		—		—			—
Depreciation and amortization expense		151			141		—			292			41		174		—			215
Income tax expense		—			—		—			—			—		4		—			4
Total asset expenditures		19			—		29			48			—		85		—			85

	Six months ended June 30,
	2015											2014
	Urgent and Primary Care			Ancillary Network		Shared Services			Total			Urgent and Primary Care			Ancillary Network		Shared Services			Total
Net revenues	$	5,026		$	11,347	$	—		$	16,373		$	474		$	10,505	$	—		$	10,979
Total segment income (loss)		(1,245	)		450		(3,638	)		(4,433	)		71			75		(2,215	)		(2,069	)
Additional Segment Disclosures:
Interest expense		132			—		44			176			13			—		—			13
Gain on warrant liability, net of deferred loan fees amortization		(291	)		—		(97	)		(388	)		(4	)		—		—			(4	)
Depreciation and amortization expense		300			283		—			583			41			352		—			393
Income tax expense		—			6		—			6			—			1		—			1
Total asset expenditures		19			—		119			138			—			196		—			196

Consolidated statements of operations by segment for the respective years ended December 31, are as follows:

	2014											2013
	Urgent and Primary Care			Ancillary Network		Shared Services			Total			Urgent and Primary Care		Ancillary Network		Shared Services			Total
Net revenues	$	3,906		$	23,146	$	—		$	27,052		$	—	$	26,751	$	—		$	26,751
Total segment operating income (loss)		(80	)		1,353		(5,360	)		(4,087	)		—		1,096		(3,535	)		(2,439	)
Additional Segment Disclosures:
Interest expense, including loan fee amortization		658			—		—			658			—		—		—			—
Depreciation and amortization expense		222			644		—			866			—		795		—			795
Income tax expense (benefit)		(145	)		215		—			70			—		25		—			25
Total asset expenditures		347			429		40			816			—		315		—			315

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals:

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Total segment loss	$	(2,065	)	$	(987	)	$	(4,433	)	$	(2,069	)
Less:
Severance charges		346			—			346			108
Ancillary network prepaid write-off		487			—			487			—
Depreciation and amortization expense		292			215			583			393
Non-cash stock-based compensation expense		256			123			403			197
Intangible asset impairment		520			—			520			—
Non-recurring professional fees		37			—			450			—
Operating loss		(4,003	)		(1,325	)		(7,222	)		(2,767	)
Bank interest expense		93			13			176			13
Gain on warrant liability, net of deferred loan fees amortization		(757	)		—			(388	)		(4	)
Loss before income taxes	$	(3,339	)	$	(1,338	)	$	(7,010	)	$	(2,776	)

The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals:

	2014			2013
Total segment operating loss	$	(4,087	)	$	(2,439	)
Less (add):
Severance charges		108			199
Non-recurring transaction costs		333			50
Depreciation and amortization expense		866			795
Non-cash stock-based compensation expense		592			299
Other		166			—
Operating loss		(6,152	)		(3,782	)
Interest expense		658			—
(Gain)/loss on disposal of assets		(108	)		5
Interest income		(9	)		(27	)
Loss before income taxes	$	(6,693	)	$	(3,760	)

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

Consolidated assets, by segment and shared services, as of the periods presented are as follows:

	Urgent and Primary Care		Ancillary Network		Shared Services		Consolidated
June 30, 2015	$	12,137	$	4,515	$	1,117	$	17,769
December 31, 2014		11,958		5,202		3,945		21,105

Consolidated assets, by segment and shared services, as of the periods presented are as follows:

	Urgent and Primary Care		Ancillary Network		Shared Services		Consolidated
December 31, 2014	$	11,958	$	5,202	$	3,945	$	21,105
December 31, 2013		—		4,404		6,625		11,029

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Acquisitions (Details) - Summary of the Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Accounts receivable		$ 630
Other current assets		117
Property and equipment		2,984
Identifiable intangible assets		972
Goodwill	$ 6,182	6,182	$ 0
Total assets acquired		10,885
Liabilities assumed		(2,254)
Deferred tax liability		(145)
Net assets acquired		8,486
CorrectMed [Member]
Business Acquisition [Line Items]
Accounts receivable		221
Other current assets		48
Property and equipment		1,325
Identifiable intangible assets		110
Goodwill		1,871
Total assets acquired		3,575
Liabilities assumed		(926)
Deferred tax liability		0
Net assets acquired		2,649
Bay Walk-In Clinic Inc [Member]
Business Acquisition [Line Items]
Accounts receivable		153
Other current assets		0
Property and equipment		63
Identifiable intangible assets		97
Goodwill		1,788
Total assets acquired		2,101
Liabilities assumed		(77)
Deferred tax liability		0
Net assets acquired		2,024
Mid-South Urgent Care Inc [Member]
Business Acquisition [Line Items]
Accounts receivable		147
Other current assets		32
Property and equipment		1,205
Identifiable intangible assets		105
Goodwill		1,437
Total assets acquired		2,926
Liabilities assumed		(1,227)
Deferred tax liability		(145)
Net assets acquired		1,554
Med Help [Member]
Business Acquisition [Line Items]
Accounts receivable		28
Other current assets		37
Property and equipment		180
Identifiable intangible assets		600
Goodwill		44
Total assets acquired		889
Liabilities assumed		(9)
Deferred tax liability		0
Net assets acquired		880
Stat Medical Care [Member]
Business Acquisition [Line Items]
Accounts receivable		81
Other current assets		0
Property and equipment		211
Identifiable intangible assets		60
Goodwill		1,042
Total assets acquired		1,394
Liabilities assumed		(15)
Deferred tax liability		0
Net assets acquired		$ 1,379

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Warrants (Details) - The Changes in the Warrants' Fair Values - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Class of Warrant or Right [Line Items]
Fair value of outstanding warrants as of December 31, 2014		$ 3,200
Change in fair value of warrants through 2nd Quarter 2015		(1,329)
Fair value of outstanding warrants as of June 30, 2015	$ 1,871	1,871	$ 3,200
July 30, 2014 Warrants [Member]
Class of Warrant or Right [Line Items]
Fair value of outstanding warrants as of December 31, 2014		1,410
Change in fair value of warrants through 2nd Quarter 2015	578	(538)	1,410
Fair value of outstanding warrants as of June 30, 2015	872	872	1,410
December 4, 2014 Warrants [Member]
Class of Warrant or Right [Line Items]
Fair value of outstanding warrants as of December 31, 2014		1,790
Change in fair value of warrants through 2nd Quarter 2015	651	(791)	1,790
Fair value of outstanding warrants as of June 30, 2015	$ 999	$ 999	$ 1,790

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 491	$ 1,020	$ 6,207
Accounts receivable	3,470	4,135	1,977
Prepaid expenses and other current assets	667	612	357
Deferred income taxes	6	6	6
Total current assets	4,634	5,773	8,547
Property and equipment, net	4,089	4,322	1,236
Other assets:
Deferred income taxes	12	12	215
Deferred loan fees, net	1,725	2,666	0
Deferred offering costs	254	225	0
Other non-current assets	117	488	391
Intangible assets, net	756	1,437	640
Goodwill	6,182	6,182	0
Total other assets	9,046	11,010	1,246
Total assets	17,769	21,105	11,029
Current liabilities:
Lines of credit	5,000	0
Due to service providers	2,045	2,308	1,865
Accounts payable	932	762	258
Accrued liabilities	2,411	1,875	798
Current portion of long-term debt	576	989	0
Capital lease obligations, current portion	126	117	0
Total current liabilities	11,835	6,954	2,921
Long-term liabilities:
Lines of credit	4,500	4,716	0
Promissory notes and notes payable	171	312	0
Capital lease obligations	1,698	1,764	0
Warrant derivative liability	1,871	3,200	0
Other long-term liabilities	341	222	0
Total long-term liabilities	8,581	10,214	0
Total liabilities	$ 20,416	$ 17,168	$ 2,921
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued	$ 0	$ 0	$ 0
Common stock, $0.01 par value; 40,000 shares authorized; 6,902 and 6,713 shares issued and outstanding in 2015 and 2014, respectively	69	67	57
Additional paid-in capital	26,165	25,731	23,149
Accumulated deficit	(28,881)	(21,861)	(15,098)
Total stockholders' equity	(2,647)	3,937	8,108
Total liabilities and stockholders' equity	17,769	21,105	11,029
Healthsmart [Member]
Current liabilities:
Due to service providers	$ 745	$ 903	$ 0

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Basis of Presentation and Significant Accounting Policies (Details) - Potentially Dilutive Adjustments to Weighted Average Number of Common Shares - shares shares in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		100	51
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	748	1,245	750
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		1,782	22

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities:
Net loss	$ (7,020)	$ (2,777)	$ (6,763)	$ (3,785)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash stock-based compensation expense	403	197	592	299
Intangible asset impairment	520	0
Depreciation and amortization	583	393	866	795
Amortization of deferred loan fees			414	0
Gain on warrant liability, net of deferred loan fees amortization	(388)	0	120	0
Gain on sale of property and equipment			(108)	0
Change in deferred rent	119	0	42	0
Deferred income taxes			58	7
Loss on write-off of software development costs			0	5
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	665	(111)	(1,528)	455
Prepaid expenses and other assets	265	(192)	42	(442)
Due to ancillary network	(263)	(145)	443	(1,235)
Accounts payable	163	(51)	403	(287)
Accrued liabilities	536	456	482	0
Net cash used in operating activities	(4,575)	(2,230)	(4,034)	(4,188)
Cash flows from investing activities:
Net change in other non-current assets			(97)	0
Cost of acquisition	0	(2,180)	(6,921)	0
Additions to property and equipment	(138)	(196)	(776)	(315)
Proceeds from sale of property and equipment			131	0
Net cash used in investing activities	(138)	(2,376)	(7,663)	(315)
Cash flows from financing activities:
Proceeds from borrowings under line of credit	4,784	0	4,716	0
Principal payments on capital lease obligations	(57)	(1)	(46)	0
Principal payments on long-term debt	(554)	(6)
Offering costs, paid and deferred	(22)	0	(124)	0
Proceeds from issuance of common stock	33	2,000	2,000	0
Notes payable payments			(36)	0
Proceeds from exercise of equity incentives			0	5
Net cash provided by financing activities	4,184	1,993	6,510	5
Net decrease in cash and cash equivalents	(529)	(2,613)	(5,187)	(4,498)
Cash and cash equivalents at beginning of period	1,020	6,207	6,207	10,705
Cash and cash equivalents at end of period	491	3,594	1,020	6,207
Supplemental cash flow information:
Cash paid for taxes, net of refunds	0	25	38	117
Cash paid for interest	117	0	84	0
Supplemental non-cash operating and financing activity:
Offering costs, unpaid and deferred	7	0
Reclassified property and equipment from prepaid expenses	51	0
Warrants issued as loan guarantee and financing			3,080	0
Fair value of debt issued as consideration in acquisitions			1,297	0
Purchase price due to seller, Stat Medical			268	0
Offering costs, deferred and unpaid			101	0
Receivable for tenant improvement allowance			180	0
Debt issued for property and equipment			40	0
Healthsmart [Member]
Changes in operating assets and liabilities, net of effects of acquisitions:
Due to ancillary network	$ (158)	$ 0	$ 903	$ 0

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Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Capital and Operating Lease Obligations [Line Items]
2015 (remaining 9 months)	$ 585	$ 1,009
2016	1,178	1,178
2017	1,053	1,053
2018	927	927
2019	858	858
Thereafter	3,725	3,725
Total minimum lease payments	8,326	8,750
Less current obligation under capital lease	126	117	$ 0
Long-term obligation under capital lease	1,698	1,764	$ 0
Equipment [Member]
Capital and Operating Lease Obligations [Line Items]
2015 (remaining 9 months)	145	280
2016	299	299
2017	287	287
2018	276	276
2019	273	273
Thereafter	2,898	2,898
Total minimum lease payments	4,178	4,313
Less amount representing interest	(2,354)	(2,432)
Present value of net minimum obligations	1,824	1,881
Less current obligation under capital lease	126	117
Long-term obligation under capital lease	1,698	1,764
Building [Member]
Capital and Operating Lease Obligations [Line Items]
2015 (remaining 9 months)	440	729
2016	879	879
2017	766	766
2018	651	651
2019	585	585
Thereafter	827	827
Total minimum lease payments	$ 4,148	$ 4,437

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Lines of Credit, Promissory Notes, and Notes Payable (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

The following is a summary of all Company debt as of June 30, 2015:

Revolving line of credit	$	9,500
Promissory notes, related to acquisitions		747
Total debt		10,247
Less current maturities		5,576
Long-term debt	$	4,671

The following is a summary of all debt as of December 31, 2014:

Revolving line of credit	$	4,716
Promissory notes, related to acquisitions		1,263
Note payable		38
Total debt		6,017
Less current maturities		989
Long-term debt	$	5,028

Schedule Of Promissory Notes Issued In Connection With Acquisition Activities [Table Text Block]

The following is a summary of the promissory notes issued in connection with the acquisition activities during the year ended December 31, 2014:

	Issue Date		Fair Value Principal Amount(1)			Interest Rate per Annum			Maturity Date
CorrectMed		May 8, 2014	$	465			5.0	%		May 8, 2015
Bay Walk-In		August 29, 2014		30			5.0	%		August 29, 2016
Bay Walk-In		August 29, 2014		205			5.0	%		August 29, 2016
Bay Walk-In		August 29, 2014		289			none			February 28, 2017
Mid-South		September 12, 2014		170	*		5.0	%		September 12, 2016
MedHelp		October 31, 2014		87	*		5.0	%		October 31, 2015
Stat Medical Care		December 31, 2014		51	*		5.0	%		December 31, 2015
Total			$	1,297

(1) Amounts include working capital and valuation adjustments

* Promissory notes issued to seller physicians are related parties. See Note 16 — Related Party Transactions.

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Property and Equipment (Details) - Property and Equipment - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Jun. 30, 2015	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,029		$ 4,625
Accumulated depreciation and amortization	(2,707)		(3,389)
Property and equipment, net	4,322	$ 4,089	1,236
Software Internally Developed [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,054		2,877
Useful lives	5 years
Software Purchased [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 152		596
Software Purchased [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	5 years
Software Purchased [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	3 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 613		589
Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	5 years
Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	3 years
Medical Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 626		0
Useful lives	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 390		358
Useful lives	5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 43		0
Useful lives	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,151		$ 205
Useful lives	7 years

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

11. Income Taxes

Income tax provision for the years ended December 31, 2014 and 2013, differed from the U.S. federal income tax rate of approximately 34% in the amounts indicated as a result of the following:

	2014			2013
Computed “expected” tax provision (benefit)	$	(2,276	)	$	(1,278	)
Increase in the valuation allowance for deferred tax assets		2,287			1,009
Shortfall on stock options, warrants, and RSUs		215			330
State taxes		12			19
Permanent items		45			12
Tax benefit recognized related to stock acquisition		(145	)		—
Other		(68	)		(67	)
Total income tax provision	$	70		$	25

Differences between financial accounting principles and tax laws cause differences between the basis of certain assets and liabilities for financial reporting purposes and tax purposes. The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities and consist of the following:

	2014			2013
Deferred tax assets:
Operating loss carryforward	$	4,951		$	3,197
Accounts receivable allowance		401			69
Texas tax credit carryforward		215			221
Stock option compensation		1,121			1,070
Goodwill and intangibles		403			602
Finance costs		209			—
Accrued expenses		209			120
Alternative Minimum Tax credit carryforwards		16			16
Total deferred tax assets		7,525			5,295
Deferred tax liabilities:
Property and equipment		(518	)		(397	)
Prepaid expense		(96	)		(71	)
Total deferred tax liabilities		(614	)		(468	)
Valuation allowance		(6,893	)		(4,606	)
Net deferred tax assets	$	18		$	221

During the years ended December 31, 2014 and 2013, we increased the valuation allowance by approximately $2,287,000 and $1,009,000, respectively, which was included in the income tax provision for the years ended December 31, 2014 and 2013. Due to the nature and timing of the reversal of the deferred tax assets and liabilities, the valuation allowance was established against the net deferred tax assets with the exception of a portion of the Texas tax credit carryforward of approximately $18,000.

As of December 31, 2014 and 2013, the net operating loss carryforwards were approximately $19,600,000 and $14,500,000, respectively, which expire from 2025 through 2034. Included in the net operating loss carryforward is approximately $5,400,000 which related to the excess tax benefits for stock options and warrants exercised which will result in a credit to additional paid-in capital of approximately $1,900,000 when the associated tax deduction results in a reduction in the income taxes payable.

The income tax provision shown on the statements of operations for the years ended December 31, 2014 and 2013 consisted of the following:

	2014		2013
Current	$	12	$	18
Deferred		58		7
	$	70	$	25

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Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2014

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

The following table summarizes accrued liabilities for years ended December 31:

	Year Ended December 31,
	2014		2013
Purchase price due to seller, Stat Medical	$	268	$	—
Accrued management fees		218		173
Personnel-related		344		122
Professional fees		146		180
Accrued other		899		323
Total	$	1,875	$	798

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Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

14. Fair Value of Financial Instruments

The Company adjusts its warrant derivative liability to fair value at the end of each reporting period. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

Level 1:  Quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date.

Level 2:  Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3:  Significant unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company classifies its fair value measurements for the warrant derivative liability under Level 3, because the valuation models require certain unobservable inputs that may have a material impact on fair value. A table summarizing the activity for the derivative warrant liability is presented in Note 13.

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Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Finite lived Intangible Assets Future Amortization Expense [Line Items]
2015 (remaining 9 months)	$ 102	$ 322
2016	202	322
2017	202	322
2018	202	322
2019	48	149
Total	756	1,437	$ 640
Urgent And Primary Care [Member]
Finite lived Intangible Assets Future Amortization Expense [Line Items]
2015 (remaining 9 months)	38	194
2016	74	194
2017	74	194
2018	74	194
2019	48	149
Total	308	925	$ 0
Ancillary Care Services [Member]
Finite lived Intangible Assets Future Amortization Expense [Line Items]
2015 (remaining 9 months)	64	128
2016	128	128
2017	128	128
2018	128	128
2019	0	0
Total	$ 448	$ 512

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General

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Significant Accounting Policies [Text Block]

1. General

Basis of Presentation

The accompanying unaudited consolidated financial statements of American CareSource Holdings, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these statements include all adjustments necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014. References herein to the “Company,” “we,” “us,” or “our” refer to American CareSource Holdings, Inc. and its subsidiaries.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will become effective for the Company on January 1, 2018. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance relates to the disclosures around going concern. The new standard update provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The guidance relates to the presentation of debt issuance costs. The new standard update provides guidance that would require debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Preferred stock par value (in Dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	10,000	10,000	10,000
Preferred Stock, Shares Issued	0	0	0
Common stock par value (in Dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common Stock, Shares Authorized	40,000	40,000	40,000
Common Stock, Shares, Issued	6,902	6,713	5,713
Common Stock, Shares, Outstanding	6,902	6,713	5,713

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Property and Equipment

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

8. Property and Equipment

Property and equipment, net consists of the following:

	Useful Lives (years)		2014			2013
Software – internally-developed		5	$	3,054		$	2,877
Software – purchased		3 – 5		152			596
Computer equipment		3 – 5		613			589
Medical equipment		5		626			—
Furniture and fixtures		5		390			358
Vehicles		5		43			—
Leasehold improvements		7		2,151			205
				7,029			4,625
Accumulated depreciation and amortization				(2,707	)		(3,389	)
Property and equipment, net			$	4,322		$	1,236

We recognized depreciation expense of approximately $691,000 and $667,000 during 2014 and 2013, respectively. The depreciation amounts include approximately $432,000 and $503,000 of amortization of internally-developed software during 2014 and 2013, respectively.

We capitalize costs associated with internally-developed software, developed for internal use only, during the application development stage. Application development stage costs generally include costs associated with internal-use software configuration, coding, installation, and testing. Costs of significant upgrades and enhancements that result in additional functionality also are capitalized, whereas costs incurred for maintenance and minor upgrades and enhancements are expensed as incurred. Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software and payroll and payroll-related expenses for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs begins when the preliminary project stage is complete and ceases no later than the point at which the project is substantially complete and ready for its intended purpose.

During the years ended December 31, 2014 and 2013, we capitalized costs related to enhancements to its internal information technology claims management applications. The applications were originally developed in 2005, and from time to time, we will enhance the functionality and reporting capabilities of the applications. The enhancements are typically developed by our internal information technology group. For internal resources, we capitalize salary and related benefits. Periodically, third-party consultants will be utilized to perform the development with all related costs capitalized.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2015
Document Information [Line Items]
Entity Registrant Name	American CareSource Holdings, Inc.
Entity Central Index Key	0001316645
Document Type	S-1
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Entity Filer Category	Smaller Reporting Company

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Intangible Assets

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

8. Intangible Assets

Intangible assets and related accumulated amortization consists of the following as of the dates presented:

	June 30, 2015			December 31, 2014
Gross carrying amount of urgent and primary care intangibles:
Patient relationships and contracts	$	972		$	972
Accumulated amortization		(144	)		(47	)
Intangible asset impairment*		(520	)		—
Urgent and primary care intangibles, net		308			925
Gross carrying amount of ancillary intangibles:
Ancillary provider network		1,921			1,921
Software		428			428
		2,349			2,349
Accumulated amortization		(1,901	)		(1,837	)
Ancillary intangibles, net		448			512
Total intangibles, net	$	756		$	1,437

* At the time we purchased one of our urgent and primary care centers, we allocated $600,000 of the purchase price to a contract held by the acquired center that related to non-urgent care services. During the quarter ended June 30, 2015 we suspended our provision of services under that contract and have recorded a one-time impairment charge of $520,000 relating to the unamortized balance of that intangible asset.

Total amortization expense related to intangibles was approximately $80,000 and $37,000 during the three-month periods ended June 30, 2015 and 2014, respectively. The patient relationships and contracts are being amortized using the straight-line method over their estimated useful lives of five (5) years. The ancillary provider network is being amortized using the straight-line method over its expected useful life of 15 years. Experience-to-date is that approximately 2% – 8% annual turnover or attrition of provider contracts occurs each year. The ancillary provider network is being accounted for on a pooled basis and the actual cancellation rates of provider contracts that were acquired are monitored for potential impairment or amortization adjustment, if warranted.

Estimated annual amortization expense relating to intangibles is as follows:

Years ending December 31,	Urgent and Primary Care		Ancillary Care Services		Total
2015 (remaining 6 months)	$	38	$	64	$	102
2016		74		128		202
2017		74		128		202
2018		74		128		202
2019		48		—		48
Total	$	308	$	448	$	756

9. Goodwill and Intangible Assets

Intangibles acquired in the urgent and primary care transactions during 2014 are comprised of relationships with patients and related contracts that drive volume into the acquired centers and results in a repeatable revenue stream. The remaining excess purchase price of $6,182,000 was allocated to goodwill and is not subject to amortization.

Intangible assets and related accumulated amortization consists of the following as of the dates presented:

	December 31, 2014			December 31, 2013
Gross carrying amount of urgent and primary care intangibles:
Patient relationships and contracts	$	972		$	—
Accumulated amortization		(47	)		—
Urgent and primary care intangibles, net		925			—
Gross carrying amount of ancillary intangibles:
Ancillary provider network		1,921			1,921
Software		428			428
		2,349			2,349
Accumulated amortization		(1,837	)		(1,709	)
Other intangibles, net		512			640
Total intangibles, net	$	1,437		$	640

Total amortization expense related to intangibles was approximately $175,000 and $128,000 during the years ended December 31, 2014 and 2013, respectively. The patient relationships and contracts are being amortized using the straight-line method over their estimate useful lives of five (5) years. The ancillary provider network is being amortized using the straight-line method over its expected useful lives of 15 years. Experience-to-date is that approximately 2% – 8% annual turnover or attrition of provider contracts occurs each year. The ancillary provider network is being accounted for on a pooled basis and the actual cancellation rates of provider contracts that were acquired are monitored for potential impairment or amortization adjustment, if warranted.

Estimated annual amortization expense relating to intangibles is as follows:

Years ending December 31,	Urgent and Primary Care		Ancillary Care Services		Total
2015	$	194	$	128	$	322
2016		194		128		322
2017		194		128		322
2018		194		128		322
2019		149		—		149
Total	$	925	$	512	$	1,437

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Stock-based Compensation (Details) - Stock Option Activity - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Outstanding	750	792
Options, Granted	734	284
Options, Forfeited	(214)	(113)
Options, Cancelled	(25)	(208)
Options, Exercised		(5)
Options, Outstanding	1,245	750
Options, Exercisable	543
Weighted-Average Exercise Price, Outstanding	$ 4.74	$ 6.06
Weighted Average Exercise Price, Granted	2.26	1.88
Weighted Average Exercise Price, Forfeited	2.13	2.88
Weighted Average Exercise Price, Cancelled	6.34	6.99
Weighted Average Exercise Price, Exercised		0.93
Weighted-Average Exercise Price, Outstanding	3.69	$ 4.74
Weighted-Average Exercise Price, Exercisable	$ 5.51

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Net revenues:
Ancillary network	$ 5,604	$ 5,497	$ 11,347	$ 10,505	$ 23,146	$ 26,751
Urgent and primary care	2,354	474	5,026	474	3,906	0
Total net revenues	7,958	5,971	16,373	10,979	27,052	26,751
Operating expenses:
Ancillary network provider payments	4,137	3,880	8,468	7,633	16,241	19,762
Ancillary network administrative fees	194	307	524	527	1,127	1,083
Ancillary network other operating costs	933	0	1,905	0	903	0
Ancillary network prepaid write-off	487	0	487	0
Salaries, wages, benefits and taxes	2,968	1,695	5,776	3,082	8,157	5,250
Professional fees					1,866	1,262
Other operating expenses	2,430	1,199	5,332	2,111	4,044	2,381
Intangible asset impairment	520	0	520	0
Depreciation and amortization	292	215	583	393	866	795
Total operating expenses	11,961	7,296	23,595	13,746	33,204	30,533
Operating (loss)	(4,003)	(1,325)	(7,222)	(2,767)	(6,152)	(3,782)
Interest expense:
Interest expense	93	13	176	9	658	0
(Gain)/loss on disposal of assets					(108)	5
Gain on warrant liability, net of deferred loan fees amortization	(757)	0	(388)	0
Interest income					(9)	(27)
Total interest expense	(664)	13	(212)	9	541	(22)
Loss before income taxes	(3,339)	(1,338)	(7,010)	(2,776)	(6,693)	(3,760)
Income tax expense	4	4	10	1	70	25
Net (loss)	$ (3,343)	$ (1,342)	$ (7,020)	$ (2,777)	$ (6,763)	$ (3,785)
Basic net loss per share	$ (0.49)	$ (0.21)	$ (1.03)	$ (0.46)
Diluted net loss per share	$ (0.49)	$ (0.21)	$ (1.14)	$ (0.46)
Basic and diluted net loss per share					$ (1.05)	$ (0.66)
Basic weighted-average shares outstanding	6,849	6,395	6,811	6,062
Diluted weighted-average shares outstanding	6,849	6,395	6,851	6,062
Basic and diluted weighted-average shares outstanding					6,407	5,715

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Accounts Receivable and Revenue

12 Months Ended

Dec. 31, 2014

Accounts Receivable And Revenue [Abstract]

Accounts Receivable And Revenue [Text Block]

4. Accounts Receivable and Revenue

Below is a summary of accounts receivable as of December 31, 2014, and revenues for the period ending December 31, 2014, for our urgent and primary care business. We entered the urgent and primary care business in May 2014.

	2014
Accounts receivable	$	2,434
Less:
Estimated allowance for uncollectible amounts		(847	)
Accounts receivable, net	$	1,587

	2014
Gross revenue	$	7,259
Less:
Provision for contractual adjustments and estimated uncollectible amounts		(3,353	)
Net revenue	$	3,906

For our ancillary network business, several clients comprised a significant portion of our net revenue during the years ended December 31, 2014 and 2013. The following is a summary of the approximate amounts of our net revenue and accounts receivable attributable to our significant clients as of the dates and for the periods presented:

	2014							2013
	Accounts Receivable		Net Revenue		% of Total Revenue			Accounts Receivable		Net Revenue		% of Total Revenue
HealthSmart Preferred Care II, L.P.	$	870	$	7,764		34	%	$	532	$	5,905		22	%
HealthMarkets, Inc.		244		1,967		9	%		252		3,599		13	%
Benefit Administrative Systems, LLC		179		1,818		8	%		148		2,618		10	%

We maintain an allowance for uncollectible receivables which primarily relates to payor refunds. Refunds are paid to payors for overpayments on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payment made to the ancillary service provider if the claim has been fully resolved. Co-payments, deductibles and co-insurance payments can also impact the collectability of claims. While we are able to process a claim and estimate the cash it will receive from the payor for that claim, the presence of co-pays, deductibles and co-insurance payments can affect the ultimate collectability of the claim. We record an allowance against revenue to better estimate collectability. Provisions for refunds recorded were approximately $60,000 and $287,000 for the years ended December 31, 2014 and 2013, respectively. The allowance was approximately $300,000 and $336,000 at December 31, 2014 and 2013, respectively.

On October 1, 2014, we entered into a management services agreement with HealthSmart. Under the management services agreement, HealthSmart has assumed responsibility for the operation of our ancillary network business. See Note 1 for significant terms of the management services agreement.

Although the effective date of the management services agreement with HealthSmart was October 1, 2014, the transition to HealthSmart did not begin until November 1, 2014. Upon reconciliation of all fourth quarter activity, we determined that we owed HealthSmart approximately $903,000, which was comprised of $560,000 in expense reimbursements and $343,000 for its share of the net profit as calculated per the management services agreement.

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Acquisitions

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

4. Acquisitions

During the year ended December 31, 2014, we closed five transactions supporting our entry into the urgent and primary care market. A summary of the acquisitions is as follows:

Business Acquired	State		Sites		Date of Closing
CorrectMed		Georgia		2		May 8, 2014
Bay Walk-In Clinic		Florida		2		August 29, 2014
Mid-South Urgent Care		Alabama		3		September 12, 2014
MedHelp		Georgia		1		October 31, 2014
Stat Medical Care		Virginia		2		December 31, 2014

The following table provides certain pro forma financial information for the Company as if the acquisition of CorrectMed had occurred on January 1, 2014. Pro forma information for Bay Walk-In, Mid-South Urgent Care, MedHelp, and Stat Medical Care was not included since it was impracticable to obtain, due to the financial reporting approaches utilized by the prior owners of the businesses.

	Six months ended June 30,
	2015			2014
Net revenue
Ancillary network	$	11,347		$	10,505
Urgent and primary care		5,026			1,598
Total net revenue		16,373			12,103
Net loss	$	(7,020	)	$	(3,102	)
Basic net (loss) per common share	$	(1.03	)	$	(0.51	)
Diluted net (loss) per common share	$	(1.14	)	$	(0.51	)

3. Acquisitions

During the year ended December 31, 2014, we entered into five transactions supporting our entry into the urgent and primary care market. A summary of the acquisitions is as follows (in thousands):

Business Acquired	State		Sites			Date of Closing		Purchase Price
CorrectMed		Georgia		2			8-May-14	$	2,649
Bay Walk-In Clinic		Florida		2			29-Aug-14		2,024
Mid-South Urgent Care		Alabama		3	*		12-Sep-14		1,554
MedHelp		Georgia		1			31-Oct-14		880
Stat Medical Care		Virginia		2			31-Dec-14		1,379
Total								$	8,486

* At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing.

Each of these businesses has been included in our results since the date of closing. Because we did not engage in the urgent and primary care business until May 2014, our annual operating results are not comparable to prior year periods.

On May 8, 2014, our wholly-owned subsidiary, ACSH Urgent Care of Georgia, LLC, or ACSH Georgia, purchased from CorrectMed, LLC and other sellers substantially all of the assets and assumed certain liabilities used in the operation of two urgent care centers located in Locust Grove, Georgia and Decatur, Georgia.

On August 29, 2014, our wholly-owned subsidiary, ACSH Urgent Care of Florida, LLC, or ACSH Florida, purchased from Bay Walk-In Clinic, Inc. and other sellers substantially all the assets used in the operation of two urgent care centers located in Panama City and Panama City Beach, Florida.

On September 12, 2014, our wholly-owned subsidiary, ACSH Urgent Care Holdings, LLC or ACSH Urgent Care, purchased from Jason C. Junkins, M.D. all of the issued and outstanding shares of common stock of Mid-South Urgent Care, Inc. On the acquisition date, this entity operated two urgent care centers in Rainbow City and Hueytown, Alabama. A third clinic in Springville, Alabama, that was under development on the acquisition date, was opened in the fourth quarter of 2014.

On October 31, 2014, our wholly-owned subsidiary, ACSH Georgia purchased from Thinh D. Nguyen, M.D. and Han C. Phan all of the outstanding membership units of MedHelp, LLC, which operates an urgent-care center in Alpharetta, Georgia.

On December 31, 2014, our wholly-owned subsidiary, ACSH Urgent Care of Virginia, LLC or ACSH Virginia, purchased from Stat Medical Care, P.C. and other sellers substantially all of the assets and assumed certain liabilities used in the operation of two urgent care centers located in Fairfax and Gainesville, Virginia.

In each of these transactions, a portion of the purchase price was paid in cash on the closing date, and the remainder of the purchase prices was paid by issuing promissory notes to the sellers. See Note 6 — Lines of Credit, Promissory Notes, and Notes Payable. After closing certain transactions, various working capital and other adjustments were made to the purchase price in the manner and amount set forth in the purchase agreements. We also recorded valuation adjustments to the promissory notes to reflect differences between the notes’ stated interest rates and market interest rates on the acquisition dates.

The following table provides a detailed breakdown of the purchase price that was paid in each acquisition:

	CorrectMed			Bay Walk-In Clinic			Mid-South Urgent Care		MedHelp			Stat Medical Care		Total
Cash consideration in purchase agreement*	$	2,180		$	1,500		$	1,350	$	780		$	1,328	$	7,138
Adjustments on closing date		4			—			34		13			—		51
Cash consideration, as adjusted		2,184			1,500			1,384		793			1,328		7,189
Deferred consideration in purchase agreement		500			700			150		100			50		1,500
Adjustments for working capital		(46	)		(170	)		15		(15	)		—		(216	)
Valuation adjustments to promissory notes		11			(6	)		5		2			1		13
Deferred consideration, as adjusted		465			524			170		87			51		1,297
Total Purchase Price	$	2,649		$	2,024		$	1,554	$	880		$	1,379	$	8,486

* $268,000 was due to seller, Stat Medical Care, as of December 31, 2014.

The assets and liabilities of the acquired business were recorded in the Company’s consolidated financial statements at their estimated fair values as of the acquisition date. The excess value of the consideration paid over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Goodwill arising from the acquisition consists largely from a trained workforce in place and expected synergies that we expect to receive by combining the operations of multiple urgent and primary care businesses.

A summary of the assets acquired and liabilities assumed is as follows:

Acquisition Activity
	CorrectMed			Bay Walk-In Clinic			Mid-South Urgent Care			MedHelp			Stat Medical Care			Total
Accounts receivable	$	221		$	153		$	147		$	28		$	81		$	630
Other current assets		48			—			32			37			—			117
Property and equipment		1,325			63			1,205			180			211			2,984
Identifiable intangible assets		110			97			105			600			60			972
Goodwill		1,871			1,788			1,437			44			1,042			6,182
Total assets acquired		3,575			2,101			2,926			889			1,394			10,885
Liabilities assumed		(926	)		(77	)		(1,227	)		(9	)		(15	)		(2,254	)
Deferred tax liability		—			—			(145	)		—			—			(145	)
Net assets acquired	$	2,649		$	2,024		$	1,554		$	880		$	1,379		$	8,486

The goodwill and other identifiable intangible assets generated from the CorrectMed, Bay Walk-In, MedHelp, and Stat Medical Care transactions are deductible for federal income tax purposes. The goodwill and other identifiable intangible assets generated from the Mid-South Urgent Care transaction are not deductible for federal income tax purposes. We recorded a deferred tax liability of approximately $145,000 related to the non-deductibility and the basis differences on acquired assets. As a result, our deferred tax asset valuation allowance was reduced by $145,000, which is reflected as a reduction in the income tax expense on the Consolidated Statements of Operations for the year ended December 31, 2014.

The accounts receivable balance for Stat Medical Care is a preliminary amount and any adjustment in 2015 will result in a revision to goodwill.

Approximately $333,000 of transaction costs were expensed related to these acquisitions during the year ended December 31, 2014.

The following table provides certain pro forma financial information for the Company, as if the acquisition of CorrectMed had occurred on January 1, 2013. Pro forma information for Bay Walk-In, Mid-South Urgent Care, MedHelp, and Stat Medical Care was not included since it was impracticable to obtain, due to the financial reporting approach utilized by the prior owners of the businesses.

	Year Ended December 31,
	2014			2013
Net revenue
Ancillary	$	23,146		$	26,751
Urgent and primary care		3,268			3,654
Total net revenue		26,414			30,405
Net loss	$	(7,020	)	$	(4,921	)
Loss per basic and diluted common share	$	(1.10	)	$	(0.86	)

Using net revenue on a cash basis for all acquisitions, our total pro forma urgent and primary care net revenue was $7,678,000 and $6,949,000 for the years ended December 31, 2014 and 2013, respectively.

The following table provides net revenues since acquisition for the period ending December 31, 2014.

	2014
CorrectMed	$	2,144
Bay Walk-In Clinic		719
Mid-South Urgent Care		875
MedHelp		168
Stat Medical Care		—
Total	$	3,906

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

12. Stock-Based Compensation

Stock Options

The Company maintains a Stock Option Plan (the “2005 Plan”) for the benefit of certain employees, non-employee directors, and key advisors. The 2005 Plan was approved by the stockholders on May 16, 2005. The 2005 Plan (i) authorized options to purchase 749,776 shares and (ii) established the class of eligible participants to include employees, nominees to the Board of Directors of the Company and consultants engaged by the Company, limited to 16,667 shares of common stock underlying the one-time grant of a Non-Qualified Option to which non-employee directors or non-employee nominees of the Board of Directors may be entitled. Stock options granted under the 2005 Plan may be of two types: (1) incentive stock options and (2) nonqualified stock options. The option price of such grants is determined by a Committee of the Board of Directors (the “Committee”), but in no case will such price be less than the estimated fair value of the common stock at the date the option is granted. The Committee fixes the terms of the grants with no option term lasting longer than ten years. The ability to exercise such options is determined by the Committee when the options are granted.

Over time, the 2005 Plan has been amended to increase the number of shares available to a total of 1,249,776 shares.

On May 19, 2009, stockholders of the Company approved the 2009 Equity Incentive Plan (the “2009 Plan”). The purpose of the 2009 Plan is (a) to allow selected employees and officers of the Company to acquire and increase equity ownership in the Company, which will strengthen their commitment to the success of the Company, and to attract new employees, officers and consultants; (b) to provide annual cash incentive compensation opportunities that are competitive with other peer corporations; (c) to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals; (d) to provide grantees an incentive for individual excellence; (e) to promote teamwork; and (f) to attract and retain highly-qualified persons to serve as non-employee directors. The 2009 Plan allows for awards of non-qualified options, stock appreciation rights, restricted shares, performance units/shares, deferred stock, dividend equivalents and other stock-based awards up to 500,000 shares. The term of the 2009 Plan is ten years and all non-qualified options will be valued at not less than 100% of the market value of the Company’s stock on the date of grant. On June 3, 2014, stockholders voted to increase the number of shares subject to the 2009 Plan from 500,000 shares to 2,000,000 shares.

Shares of common stock reserved for future grants under the Stock Option Plan and the 2009 Plan (the “Plans”) were 1,381,914 and 482,083 at December 31, 2014 and 2013, respectively.

Compensation expense related to all equity awards, including non-qualified stock options, incentive stock options, and restricted stock units, that has been charged against income for the years ended December 31, 2014 and 2013, was approximately $592,000 and $299,000, respectively.

The awards granted to employees and non-employee directors become exercisable over periods of up to five years. The fair value of each award granted is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Volatility is calculated using an analysis of historical volatility. The expected lives of options and forfeiture rates are determined based on our historical share option exercise experience. We believe the historical experience method is the best estimate of future exercise patterns currently available. The risk-free interest rates are determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the awards. The expected dividend yields are based on the approved annual dividend rate in effect and current market price of the underlying common stock at the time of grant.

The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:

	2014			2013
Weighted-average grant date fair value	$	2.00		$	1.01
Weighted-average assumptions used:
Expected volatility		72.8	%		77.7	%
Expected lives (years)		5.0			6.2
Risk free interest rate		1.7	%		1.0	%
Forfeiture rate		29.5	%		20.5	%
Dividend rate		0	%		0	%

A summary of stock option activity is as follows:

	Options			Weighted- Average Exercise Price
Outstanding at December 31, 2012		792		$	6.06
Granted		284			1.88
Forfeited		(113	)		2.88
Cancelled		(208	)		6.99
Exercised		(5	)		0.93
Outstanding at December 31, 2013		750			4.74
Granted		734			2.26
Forfeited		(214	)		2.13
Cancelled		(25	)		6.34
Outstanding at December 31, 2014		1,245		$	3.69
Exercisable at December 31, 2014		543		$	5.51

As of December 31, 2014, the weighted-average remaining contractual life of the options outstanding was 6.6 years and the weighted-average remaining contractual life of the outstanding exercisable options was 3.2 years.

The following table summarizes information concerning outstanding and exercisable options at December 31, 2014:

	Options Outstanding						Options Exercisable
Range of Exercise Price	Number Outstanding		Weighted-Average Outstanding Contractual Life		Weighted-Average Exercise Price		Number Exercisable		Weighted-Average Exercise Price
Under $1.00		53		0.50	$	0.93		52	$	0.93
$1.00 – $2.00		645		8.30		1.87		160		1.83
$2.01 – $3.00		87		9.54		2.81		—		—
$3.01 – $4.00		130		9.54		3.32		8		3.20
$4.01 – $5.00		25		3.49		4.24		24		4.24
$5.01 – $6.00		96		2.29		5.56		96		5.56
$6.01 – $7.00		84		2.49		6.14		78		6.14
Greater than $7.01		125		2.16		12.08		125		12.08
		1,245		6.64	$	3.69		543	$	5.51

The total intrinsic value of options outstanding at December 31, 2014 and 2013 was approximately $774,000 and $46,000, respectively. The total intrinsic value of the options that are exercisable at December 31, 2014 and 2013 was approximately $274,000 and $40,000, respectively. There were 308 and 5,411 shares exercised during the years ended December 31, 2014 and 2013, respectively, with intrinsic values of approximately $390 and $5,000, respectively.

Compensation expense related to stock options charged to operations during 2014 and 2013 was approximately $384,000 and $247,000, respectively. As of December 31, 2014, there was approximately $894,000 of total unrecognized compensation cost related to non-vested non-qualified stock options granted under the plan. The cost is expected to be recognized over a weighted-average period of 4.1 years.

Restricted Stock Units

In 2009, we issued restricted stock units (“RSUs”) to certain employees and members of our Board of Directors. As RSUs vest, they are convertible into shares of our common stock. The RSUs are valued at the market price of our stock on the measurement date, which is the date of grant. Compensation expense is recognized ratably over the vesting period. Our future estimated forfeiture rate on RSUs is 5% as the RSUs have been awarded primarily to members of our Board of Directors and members of our senior management. At the Annual Meeting on May 30, 2013, the Board approved a compensation program that provides an annual grant of RSUs to directors on the date of our annual meeting of stockholders. Pursuant to the program, 50,000 RSUs were awarded during each of the years ended December 31, 2014 and 2013. An additional 55,000 RSUs were awarded to members of senior management of the Company during the twelve months ended December 31, 2014.

A summary of RSU activity is as follows:

	RSUs			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2012		4		$	21.40
Granted		50			1.99
Forfeited		(1	)		21.63
Converted to common stock		(2	)		21.32
Outstanding at December 31, 2013		51			2.40
Granted		105			3.49
Outstanding at December 31, 2014		156		$	3.08
Vested and convertible to common stock at December 31, 2014		56		$	2.65

Compensation expense related to RSUs charged to operations during 2014 and 2013 was approximately $208,000 and $52,000, respectively. As of December 31, 2014, there was approximately $219,000 of total unrecognized compensation cost related to non-vested RSUs granted under the plan. The cost is expected to be recognized over a weighted-average period of 1.5 years.

At December 31, 2014, we had outstanding RSUs for 155,663 shares of our common stock. This includes 100,660 RSUs we awarded to our directors in 2009, 2013 and 2014 that were not, and would not, be in compliance with the terms of our 2009 Plan. Because of such noncompliance, awards of RSUs to our directors and issuance of our common stock upon vesting of those RSUs have not been approved by our stockholders, and, accordingly, the issuance of our common stock thereunder was not and would not be in compliance with NASDAQ Listing Rule 5635(c). On November 5, 2014, we notified the NASDAQ Stock Market LLC, or NASDAQ, of these events and advised it that our Board of Directors has determined that we would suspend the issuance of additional common stock under the RSUs awarded in 2009 and would not issue any common stock under the RSUs awarded in 2013 or 2014 until stockholder approval of such awards is obtained and stockholders approve an amendment of the 2009 Plan to permit the award of RSUs to our directors. We also notified NASDAQ that we would seek such stockholder approval at our 2015 annual meeting of stockholders. On November 25, 2014, we received a letter from NASDAQ notifying us that NASDAQ had determined that we had violated NASDAQ Listing Rule 5635(c). In its November 25, 2014 letter, NASDAQ granted us an extension of time until May 26, 2015 to obtain such approvals and notify NASDAQ of such action.

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Warrants

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Warrants and Rights Note Disclosure [Abstract]

Warrants [Text Block]

9. Warrants

The Company had 1,782,222 and 22,222 outstanding warrants to purchase common stock as of June 30, 2015 and June 30, 2014, respectively. 1,760,000 of those warrants, at June 30, 2015, are considered derivative warrants because they contain exercise-price adjustment features. The remaining 22,222 warrants that were outstanding as of June 30, 2015 and 2014 were non-derivative warrants, which expire on February 1, 2017 and have an exercise price of $1.50 per share of common stock.

July 30, 2014 Warrants

On July 30, 2014, we issued warrants to individuals who provided guarantees in connection with a $5,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 800,000 shares of our common stock for $3.15 per share, which was $0.01 per share higher than the closing market price of our common stock on July 30, 2014. The warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. These warrants have anti-dilution provisions that could require some of the warrants’ terms to change upon the occurrence of certain future events. The anti-dilution provisions could result in changes to the warrants’ strike price and the number of shares that can be purchased by the warrant holders. Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants’ fair value of $1,420,000. A corresponding entry was made to deferred loan fees.

Deferred loan fees, an asset on our balance sheet, are being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the three months and six months ended June 30, 2015, we recognized $195,000 and $388,000, of amortization expense, respectively, on this asset.

The warrant liability is adjusted to the warrants’ fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as interest expense on the Company’s statement of operations. On December 31, 2014 and June 30, 2015, the warrants were adjusted to their estimated fair value of $1,410,000 and $872,000, respectively. The Company’s statement of operations for the three months and six months ended June 30, 2015 include unrealized gains included in interest expense of $578,000 and $538,000, respectively. The unrealized gains correspond with the decrease in the warrant liability since March 31, 2015 and December 31, 2014, respectively.

The warrants’ fair value was calculated using the binomial options-pricing model. Pursuant to the terms of the relevant warrant agreements, the anti-dilution provisions are only applicable if a private offering is closed at a price below the warrant exercise price ($3.15) before a public offering is closed for at least $10,000,000. In the June 30, 2015 calculation, we assumed that there was a 25% probability that the Company would close a private stock offering in the remainder of 2015 that is not preceded by a material public offering. If the market price of the Company’s stock was less than the warrants’ exercise price on the date of a private stock offering, we assumed that the warrants’ exercise price would be reduced, and the number of shares purchasable by warrant holders would increase, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows:

	June 30, 2015			December 31, 2014
Stock price		$1.72			$2.90
Volatility		80.0	%		72.5	%
Risk-free interest rate		1.32	%		1.65	%
Exercise price		$3.15			$3.15
Expected life (years)		4.33			4.83
Dividend yield		0	%		0	%
Private stock offering %		25	%		15	%
Public stock offering %		70	%		80	%
Equity raise time period		3rd Quarter 2015			4th Quarter 2015

December 4, 2014 Warrants

On December 4, 2014, we issued warrants to individuals who provided guarantees in connection with a $6,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 960,000 shares of the common stock for $2.71 per share, which was equal to the closing market price of our common stock on December 4, 2014. The warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019. These warrants have anti-dilution provisions, under which the warrants’ strike price could change if certain future events occur. The anti-dilution provisions could result in changes to the warrants’ strike price and the number of shares that can be purchased by the warrant holders. Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants’ fair value of $1,660,000. A corresponding entry was made to deferred loan fees.

Deferred loan fees, an asset on our balance sheet, is being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the three months and six months ended June 30, 2015, we recognized $277,000 and $553,000 of amortization expense, respectively, on this asset.

The warrant liability is adjusted to the warrants’ fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as interest expense on our statement of operations. On December 31, 2014 and June 30, 2015, the warrants were adjusted to their estimated fair value of $1,790,000 and $999,000, respectively. The Company’s statement of operations for the three months and six months ended June 30, 2015 include unrealized gains included in interest expense of $651,000 and $791,000, respectively. The unrealized gains correspond with the decrease in the warrant liability since March 31, 2015 and December 31, 2014, respectively.

The warrants’ fair value was calculated using the binomial options-pricing model. Pursuant to the terms of the relevant warrant agreements, the anti-dilution provisions are applicable if either a public or private offering is closed at a price below the warrant exercise price ($2.71). In the June 30, 2015 calculation, we assumed that there was a 100% probability that the Company would close a public or private stock offering in the remainder of 2015. If the market price of the Company’s stock was less than the warrants’ exercise price on the date of a stock offering, we assumed that the warrants’ exercise price would be reduced, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows:

	June 30, 2015			December 31, 2014
Stock price		$1.72			$2.90
Volatility		80.0	%		72.5	%
Risk-free interest rate		1.32	%		1.65	%
Exercise price		$2.71			$2.71
Expected life (years)		4.43			4.93
Dividend yield		0	%		0	%

The following table summarizes the derivative warrant activity since December 31, 2014:

	Weighted- Average Exercise Price		Warrants Outstanding December 31, 2014		Warrants Issued in 2015		Warrants Outstanding June 30, 2015
Warrants issued July 30, 2014	$	3.15		800		—		800
Warrants issued December 4, 2014	$	2.71		960		—		960
Total	$	2.91		1,760		—		1,760

The following table summarizes the changes in the derivative warrants’ fair values since December 31, 2014:

	Warrants Issued on July 30, 2014			Warrants Issued on December 4, 2014			Total
Fair value of outstanding warrants as of December 31, 2014	$	1,410		$	1,790		$	3,200
Change in fair value of warrants through 2nd Quarter 2015		(538	)		(791	)		(1,329	)
Fair value of outstanding warrants as of June 30, 2015	$	872		$	999		$	1,871

13. Warrants

The Company had 1,782,222 and 22,222 outstanding warrants to purchase common stock as of December 31, 2014 and December 31, 2013, respectively. 1,760,000 of those warrants at December 31, 2014 are considered derivative warrants because they contain exercise-price adjustment features. The remaining 22,222 non-derivative warrants as of December 31, 2014 and 2013 expire on February 1, 2017 and have an exercise price of $1.50 per share of common stock.

July 30, 2014 Warrants

On July 30, 2014, we issued warrants to individuals who provided guarantees in connection with a $5,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 800,000 shares of our common stock for $3.15 per share, which was $0.01 per share higher than the closing market price of our common stock on July 30, 2014. The warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. These warrants have anti-dilution provisions that could require some of the warrants’ terms to change upon the occurrence of certain future events. Some of the anti-dilution provisions on warrants issued to our officers and directors do not become effective unless and until they are approved by our stockholders. If approved, the anti-dilution provisions could result in changes to the warrants’ strike price and the number of shares that can be purchased by the warrant holders. Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants’ fair value of $1,420,000. A corresponding entry was made to deferred loan fees.

Deferred loan fees are being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the year ended December 31, 2014, we recognized $322,000 of amortization expense on this asset.

The warrant liability is adjusted to the warrants’ fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as unrealized losses (gains) on the Company’s statement of operations. On December 31, 2014, the warrants were adjusted to their estimated fair value of $1,410,000. The Company’s statement of operations includes an unrealized gain of $10,000, which corresponds with the reduction in the liability since July 30, 2014.

The warrants’ fair value was calculated using the binomial options-pricing model. In those calculations, we assumed that there was a 15% probability that the Company would have a private stock offering in the second half of 2015. If the market price of the Company’s stock was less than the warrants’ exercise price on the date of a private stock offering, we assumed that the warrants’ exercise price would be reduced, and the number of shares purchasable by warrant holders would increase, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows:

	December 31, 2014			July 30, 2014
Stock price	$	2.90		$	3.14
Volatility		72.5	%		61.5	%
Risk-free interest rate		1.65	%		1.83	%
Exercise price	$	3.15		$	3.15
Expected life (years)		4.83			5.25
Dividend yield		0	%		0	%

December 4, 2014 Warrants

On December 4, 2014, we issued warrants to individuals who provided guarantees in connection with a $6,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 960,000 shares of the common stock for $2.71 per share, which was equal to the closing market price of our common stock on December 4, 2014. The warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019. These warrants have anti-dilution provisions, under which the warrants’ strike price could change if certain future events occur. Some of the anti-dilution provisions on warrants issued to the Company’s officers and directors do not become effective unless and until they are approved by the Company’s stockholders. Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants’ fair value of $1,660,000. A corresponding entry was made to deferred loan fees.

Deferred loan fees are being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the year ended December 31, 2014, we recognized $92,000 of amortization expense on this asset.

The warrant liability is adjusted to the warrants’ fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as unrealized losses (gains) on our statement of operations. On December 31, 2014, the warrants were adjusted to their estimated fair value of $1,790,000. Our statement of operations includes an unrealized loss of $130,000, which corresponds with the increase in the liability since December 4, 2014.

The warrants’ fair value was calculated using the binomial options-pricing model. In those calculations, we assumed that there was a 100% probability that the Company would have a public or private stock offering in the second half of 2015. If the market price of the Company’s stock was less than the warrants’ exercise price on the date of a stock offering, we assumed that the warrants’ exercise price would be reduced, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows:

	December 31, 2014			December 4, 2014
Stock price	$	2.90		$	2.71
Volatility		72.5	%		72.5	%
Risk-free interest rate		1.65	%		1.59	%
Exercise price	$	2.71		$	2.71
Expected life (years)		4.93			5
Dividend yield		0	%		0	%

The Company did not have any derivative warrants outstanding on December 31, 2013. The following table summarizes the derivative warrant activity in 2014:

	Weighted-Average Exercise Price		Warrants Outstanding December 31, 2013		Warrants Issued in 2014		Warrants Outstanding December 31, 2014
Warrants issued July 30, 2014	$	3.15		—		800		800
Warrants issued December 4, 2014	$	2.71		—		960		960
Total	$	2.91		—		1,760		1,760

The following table summarizes the changes in the derivative warrants’ fair values in 2014:

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Related Party Transactions (Details)	Jan. 10, 2014 USD ($)
Related Party Transaction [Line Items]
Related Party Monthly Fee Payable	$ 10,000

XML

Lines of Credit, Promissory Notes, and Notes Payable

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

7. Lines of Credit, Promissory Notes, and Notes Payable

Below is a summary of our short-term and long-term debt obligations.

Lines of Credit

On July 30, 2014, we entered into a credit agreement with Wells Fargo providing for a $5,000,000 revolving line of credit. On December 4, 2014, we entered into a second credit agreement with Wells Fargo Bank, providing for a $6,000,000 revolving line of credit. We refer to these two agreements as our credit agreements. Our obligation to repay advances under the credit agreements is evidenced by revolving line of credit notes, each with a fluctuating interest rate per annum of 1.75% above daily one month LIBOR, as in effect from time to time. The July 30, 2014 credit agreement matures on June 1, 2016, and all borrowings under this credit agreement are due and payable on that date. On August 12, 2015, we increased the line of credit under the December 4, 2014 credit agreement from $6,000,000 to $7,000,000 and extended the maturity date to October 1, 2016, and all borrowings under the December 2014 credit agreement are due and payable on that date. The obligations under the credit agreements are secured by all the assets of the Company and its subsidiaries. The credit agreements include ordinary and customary covenants related to, among other things, additional debt, further encumbrances, sales of assets, and investments and lending.

Borrowings under the credit agreements are also secured by guarantees provided by certain officers and directors of the Company, among others. On July 30, 2014, we issued to the guarantors of the July 2014 obligations warrants to purchase an aggregate of 800,000 shares of our common stock at $3.15 per share in consideration of their guaranteeing such indebtedness. The July 2014 warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. In addition, on December 4, 2014, we issued to the guarantors of the December 2014 obligations warrants to purchase an aggregate of 960,000 shares of our common stock at $2.71 per share in consideration of their guaranteeing such indebtedness. The December 2014 warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019. In connection with the $1,000,000 increase in the line of credit under the December 2014 credit agreement, we issued warrants to the guarantors to purchase an additional 300,000 shares of our common stock at $1.70 per share, subject to certain adjustments under certain circumstances, in consideration of their guaranteeing such indebtedness. The warrants vested immediately and are exercisable at any time prior to their expiration on August 12, 2020.

As of June 30, 2015, we had outstanding borrowings of $5,000,000 under our July 2014 credit agreement and $4,500,000 under our December 2014 credit agreement. The amount outstanding under our July 2014 credit agreement was recorded as a current liability on our consolidated balance sheet as of June 30, 2015. Based on the extension of the December 2014 credit agreement to October 2016 subsequent to quarter end, the $4.5 million outstanding balance has been reclassified to long-term on our consolidated balance sheet. Substantially all of the borrowings under the credit agreements were used to finance acquisition activity, fund losses, and $200,000 was used to secure a bond required by a state license for the network business. The weighted-average interest rate on these borrowings was 1.94% as of June 30, 2015.

Promissory Notes and Notes Payable

The following is a summary of all Company debt as of June 30, 2015:

Revolving line of credit	$	9,500
Promissory notes, related to acquisitions		747
Total debt		10,247
Less current maturities		5,576
Long-term debt	$	4,671

Outstanding debt balances as of June 30, 2015 mature, adjusted for subsequent extension, as follows: 2015 (remaining 6 months) — $466,000; 2016 — $9,762,000; 2017 — $19,000.

6. Lines of Credit, Promissory Notes, and Notes Payable

Below is a summary of our short-term and long-term debt obligations.

Lines of Credit

On July 30, 2014, we entered into a credit agreement with Wells Fargo Bank, National Association, or Wells Fargo, providing for a $5,000,000 revolving line of credit. On December 4, 2014, we entered into a second credit agreement with Wells Fargo Bank, providing for a $6,000,000 revolving line of credit. We refer to these two agreements as our credit agreements. Our obligation to repay advances under the credit agreements are evidenced by the revolving line of credit notes, with a fluctuating interest rate per annum of 1.75% above daily one month LIBOR, as in effect from time to time. The credit agreements mature on June 1, 2016, and all borrowings under the credit agreements are due and payable on that date. The obligations under the credit agreements are secured by all the assets of the Company and its subsidiaries. The credit agreements include ordinary and customary covenants related to, among other things, additional debt, further encumbrances, sales of assets, and investments and lending.

Borrowings under the credit agreements are also secured by guarantees provided by certain officers and directors of the Company, among others. On July 30, 2014, we issued to the guarantors of the July 2014 obligations warrants to purchase an aggregate of 800,000 shares of our common stock at $3.15 per share in consideration of their guaranteeing such indebtedness. The July 2014 warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. In addition, on December 4, 2014, we issued to the guarantors of the December 2014 obligations warrants to purchase an aggregate of 960,000 shares of our common stock at $2.71 per share in consideration of their guaranteeing such indebtedness. The December 2014 warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019. See Note 13 — Warrants.

As of December 31, 2014, we had outstanding borrowings of $4,716,000 under our July 2014 credit agreement, which were recorded as a long-term liability on our consolidated balance sheet as of December 31, 2014. Substantially all of the borrowings were used to finance acquisition activity. The weighted-average interest rate on these borrowings was 1.92%. As of December 31, 2014, we had no borrowings outstanding under the December 2014 credit agreement.

Promissory Notes and Notes Payable

In connection with our acquisition activities during the year ended December 31, 2014, our subsidiaries executed and delivered promissory notes to partially finance the transactions. The following is a summary of the promissory notes issued in connection with the acquisition activities during the year ended December 31, 2014:

	Issue Date		Fair Value Principal Amount(1)			Interest Rate per Annum			Maturity Date
CorrectMed		May 8, 2014	$	465			5.0	%		May 8, 2015
Bay Walk-In		August 29, 2014		30			5.0	%		August 29, 2016
Bay Walk-In		August 29, 2014		205			5.0	%		August 29, 2016
Bay Walk-In		August 29, 2014		289			none			February 28, 2017
Mid-South		September 12, 2014		170	*		5.0	%		September 12, 2016
MedHelp		October 31, 2014		87	*		5.0	%		October 31, 2015
Stat Medical Care		December 31, 2014		51	*		5.0	%		December 31, 2015
Total			$	1,297

(1) Amounts include working capital and valuation adjustments

* Promissory notes issued to seller physicians are related parties. See Note 16 — Related Party Transactions.

After making the valuation adjustments, interest is being accrued for accounting purposes at rates ranging from 2.5% to 3%. As payments are made, the principal portion and interest expense are recognized using the effective interest method.

The following is a summary of all debt as of December 31, 2014:

Revolving line of credit	$	4,716
Promissory notes, related to acquisitions		1,263
Note payable		38
Total debt		6,017
Less current maturities		989
Long-term debt	$	5,028

Outstanding debt balances as of December 31, 2014 mature as follows: 2015 — $989,000; 2016 — $4,986,000; 2017 — $28,000; 2018 — $8,000; and 2019 — $6,000.

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Lines of Credit, Promissory Notes, and Notes Payable (Details) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
	Aug. 12, 2015	Jul. 30, 2014	Jun. 30, 2015	Dec. 31, 2014	Aug. 11, 2015	Dec. 04, 2014	Dec. 31, 2013
Line of Credit Facility [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)			1,760,000	1,760,000			0
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year			$ 466,000
Long-term Debt, Maturities, Repayments of Principal in Year Two			9,762,000	$ 4,986,000
Long-term Debt, Maturities, Repayments of Principal in Year Three			19,000	$ 28,000
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum				2.50%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum				3.00%
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months				$ 989,000
Long-term Debt, Maturities, Repayments of Principal in Year Four				8,000
Long-term Debt, Maturities, Repayments of Principal in Year Five				6,000
Proceeds From Line Of Credit Used To Secure Bond			$ 200,000
Subsequent Event [Member]
Line of Credit Facility [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)	0
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)	$ 1.70
Wells Fargo [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Long-term Line of Credit				$ 4,716,000
Line of Credit Facility, Maximum Borrowing Capacity		$ 5,000,000				$ 6,000,000
Debt, Weighted Average Interest Rate			1.94%	1.92%
Wells Fargo [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 11,000,000
Line of Credit Facility, Maximum Borrowing Capacity	12,000,000
London Interbank Offered Rate (LIBOR) [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%
July 30, 2014 Warrants [Member]
Line of Credit Facility [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)		800,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 3.15
December42014Warrants [Member]
Line of Credit Facility [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)						960,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)						$ 2.71
July 30, 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Long-term Line of Credit			$ 5,000,000
December 4, 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Long-term Line of Credit			$ 4,500,000
December 4, 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Long-term Line of Credit	4,500,000
Line of Credit Facility, Maximum Borrowing Capacity	7,000,000				$ 6,000,000
Line of Credit Facility, Maximum Borrowing Capacity, Increase (Decrease)	$ 1,000,000

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Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk

6 Months Ended

Jun. 30, 2015

Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Abstract]

Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Text Block]

 5. Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk

Our Urgent and Primary Care Business

We have agreements with governmental and other third-party payors that provide for payments to us based on contractual adjustments to our established rates. Net revenue is reported at the time service is rendered at the estimated net realizable amounts, after giving effect to estimated contractual amounts from patients, third-party payors and others, and an estimate for bad debts.

Contractual adjustments are accrued on an estimated basis in the period the related services are rendered, and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows:

Commercial and HMO — We have entered into agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations. Billing methodologies under these agreements include discounts from established charges and prospectively determined rates.

Medicare — Services rendered to Medicare program beneficiaries are recorded at prospectively determined rates. These rates vary according to a patient classification system that is based on clinical, diagnostic, and other factors.

In establishing allowance for bad debts, we consider historical collection experience, the aging of the account, payor classification and patient payment patterns. We adjust this allowance prospectively.

Collection of payment for services provided to patients without insurance coverage is done at time of service.

Below is a summary of accounts receivable as of June 30, 2015, and revenues for the six months ended June 30, 2015, for our urgent and primary care business. We entered the urgent and primary care business in May 2014.

	June 30, 2015
Accounts receivable	$	2,616
Less:
Estimated allowance for uncollectible amounts		(1,538	)
Accounts receivable, net	$	1,078

	June 30, 2015
Gross revenue	$	10,119
Less:
Provision for contractual adjustments and estimated uncollectible amounts		(5,093	)
Net revenue	$	5,026

Our Ancillary Network Business

We recognize revenue on the services that we provide, which includes (i) providing payor clients with a comprehensive network of ancillary healthcare providers; (ii) providing claims management, reporting, processing and payment services; (iii) providing network/need analysis to assess the benefits to payor clients of adding additional/different service providers to the client-specific provider networks; and (iv) providing credentialing of network service providers for inclusion in the client payor-specific provider networks. Revenue is recognized when services are delivered, which occurs after processed claims are billed to the payor clients and collections are reasonably assured. We estimate revenues and costs of revenues using average historical collection rates and average historical margins earned on claims. Periodically, revenues are adjusted to reflect actual cash collections so that revenues recognized accurately reflect cash collected.

We record a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayment on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payments made to the ancillary service provider if the claim has been fully resolved. The evaluation is performed periodically and is based on historical data. We present revenue net of the provision for refunds on the consolidated statement of operations.

After careful evaluation of the key gross and net revenue recognition indicators, we have concluded that our circumstances are most consistent with those key indicators that support gross revenue reporting, since we are fulfilling the services of a principal versus an agent.

Following are the key indicators that support our conclusion that we act as a principal when settling claims for service providers through our contracted service provider network:

• The Company is the primary obligor in the arrangement.  We have assessed our role as primary obligor as a strong indicator of gross reporting. We believe that we are the primary obligor in our transactions because we are responsible for providing the services desired by our payor clients. We have distinct, separately negotiated contractual relationships with our payor clients and with the ancillary healthcare providers in our networks. We do not negotiate “on behalf of” our payor clients and do not hold ourselves out as the agent of the payor clients when negotiating the terms of our ancillary healthcare service provider agreements. Our agreements contractually prohibit payor clients and service providers from entering into direct contractual relationships with one another. The payor  clients have no control over the terms of our agreements with the service providers. In executing transactions, we assume key performance-related risks. The payor clients hold us responsible for fulfillment, as the provider, of all of the services the payor clients are entitled to under their contracts; payor clients do not look to the service providers for fulfillment. In addition, we bear the pricing/margin risk as the principal in the transactions. Because the contracts with the payor clients and service providers are separately negotiated, we have complete discretion in negotiating both the prices we charge our payor clients and the financial terms of our agreements with the service providers. Because our profit is the spread between the amounts received from the payor clients and the amount paid to the service providers, we bear significant pricing and margin risk. There is no guaranteed mark-up payable to us on the amount we have contracted. Thus, we bear the risk that amounts paid to the service provider will be greater than the amounts received from the payor clients, resulting in a loss or negative claim. 

• The Company has latitude in establishing pricing.  As stated above, we are able to negotiate the price payable to us by our payor clients as well as the price to be paid to each contracted service provider. This type of pricing latitude indicates that we have the risks and rewards normally attributed to a principal in the transactions.

• The Company changes the product or performs part of the services.  We provide the benefits associated with the relationships we build with the payor clients and the services providers. While the parties could deal with each other directly, the payor clients would not have the benefit of our experience and expertise in assembling a comprehensive network of service providers, in claims management, reporting and processing and payment services, in performing network/needs analysis to assess the benefits to payor clients of adding additional/different service providers to the client payor-specific provider networks, and in credentialing network service providers.

• The Company has complete discretion in supplier selection.  We have complete discretion in supplier selection. One of the key factors considered by payor clients which engage us is to have the Company undertake the responsibility for identifying, qualifying, contracting with and managing the relationships with the ancillary healthcare service providers. As part of the contractual arrangement between us and our payor clients, the payors identify their obligations to their respective covered persons and then work with us to determine the types of ancillary healthcare services required in order for the payors to meet their obligations. We may select the providers and contract with them to provide services at its discretion.

• The Company is involved in the determination of product or service specifications.  We work with our payor clients to determine the types of ancillary healthcare services required in order for the payors to meet their obligations to their respective covered persons. In some respects, we are customizing the product through our efforts and ability to assemble a comprehensive network of providers for our payors that is tailored to each payor’s specific needs. In addition, as part of our claims processing and payment services, we work with the payor clients, on the one hand, and the providers, on the other, to set claims review, management and payment specifications.

• The supplier (and not the Company) has credit risk.  We believe we have some level of credit risk, but that risk is mitigated because we do not remit payment to providers unless and until we have received payment from the relevant payor clients following our processing of a claim.

• The amount that the Company earns is not fixed.  We do not earn a fixed amount per transaction nor do we realize a per-person per-month charge for our services.

We have evaluated the other indicators of gross and net revenue recognition, including whether or not we have general inventory risk. We do not have any general inventory risk, as our business is not related to the manufacture, purchase or delivery of goods and we do not purchase in advance any of the services to be provided by the ancillary healthcare service providers. While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, we have carefully evaluated all of the key gross and net revenue recognition indicators and have concluded that our circumstances are more consistent with those key indicators that support gross revenue reporting.

If, however, we were to report our ancillary network revenues, net of provider payments rather than on a gross reporting basis, for the three and six months ended June 30, 2015, our net ancillary network revenues would have been $1.5 million and $2.9 million, respectively. For the three and six months ended June 30, 2014, our net ancillary network revenues would have been approximately $1.6 million and $2.9 million, respectively. 

For our ancillary network business, HealthSmart comprised a significant portion of our net revenue during the period ended June 30, 2015 and 2014. The following is a summary of the approximate amounts of our net revenue and accounts receivable attributable to HealthSmart as of the dates and for the periods presented:

	As of June 30, 2015		Period ended June 30, 2015										As of June 30, 2014		Period ended June 30, 2014
			Three months					Six months							Three months					Six months
	Accounts Receivable		Revenue		% of Total Revenue			Revenue		% of Total Revenue			Accounts Receivable		Revenue		% of Total Revenue			Revenue		% of Total Revenue
HealthSmart Preferred Care II, L.P.	$	557	$	2,056		25	%	$	3,873		23	%	$	1,029	$	2,312		39	%	$	3,544		32	%

We maintain an allowance for uncollectible receivables which primarily relates to payor refunds. Refunds are paid to payors for overpayments on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payment made to the ancillary service provider if the claim has been fully resolved. Co-payments, deductibles and co-insurance payments can also impact the collectability of claims. While we are able to process a claim and estimate the cash we will receive from the payor for that claim, the presence of co-pays, deductibles and co-insurance payments can affect the ultimate collectability of the claim. We record an allowance against revenue to better estimate collectability. Provisions for refunds recorded were approximately $(174,000) and $53,000 for the three-month periods ended June 30, 2015 and 2014, respectively. The allowance was approximately $125,000 and $341,000 at June 30, 2015 and 2014, respectively.

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Capital and Operating Lease Obligations

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

6. Capital and Operating Lease Obligations

The following is a schedule of the future required payments under our lease agreements in effect at June 30, 2015:

	Capital Leases			Operating Leases		Total
2015 (remaining 6 months)	$	145		$	440	$	585
2016		299			879		1,178
2017		287			766		1,053
2018		276			651		927
2019		273			585		858
Thereafter		2,898			827		3,725
Total minimum lease payments		4,178		$	4,148	$	8,326
Less amount representing interest		(2,354	)
Present value of net minimum obligations		1,824
Less current obligation under capital lease		126
Long-term obligation under capital lease	$	1,698

5. Capital and Operating Lease Obligations

In conjunction with our urgent and primary care acquisitions during the year ended December 31, 2014, we assumed and entered into various capital and operating leases expiring at various dates through January 2040. The following is a schedule of the future required payments under these lease agreements for the years ending December 31:

	Capital Leases			Operating Leases		Total
2015	$	280		$	729	$	1,009
2016		299			879		1,178
2017		287			766		1,053
2018		276			651		927
2019		273			585		858
Thereafter		2,898			827		3,725
Total minimum lease payments		4,313		$	4,437	$	8,750
Less amount representing interest		(2,432	)
Present value of net minimum obligations		1,881
Less current obligation under capital lease		117
Long-term obligation under capital lease	$	1,764

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Accrued Liabilities

12 Months Ended

Dec. 31, 2014

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

7. Accrued Liabilities

The following table summarizes accrued liabilities for years ended December 31:

	Year Ended December 31,
	2014		2013
Purchase price due to seller, Stat Medical	$	268	$	—
Accrued management fees		218		173
Personnel-related		344		122
Professional fees		146		180
Accrued other		899		323
Total	$	1,875	$	798

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Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Depreciation	$ 691,000	$ 667,000
Capitalized Computer Software, Amortization	$ 432,000	$ 503,000

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Segment Reporting (Details) - Consolidating Statements of Operations by Industry - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Net revenues	$ 7,958	$ 5,971	$ 16,373	$ 10,979	$ 27,052	$ 26,751
Total segment income (loss)	(2,065)	(987)	(4,433)	(2,069)	(4,087)	(2,439)
Additional Segment Disclosures:
Interest expense	93	13	176	9	658	0
Gain on warrant liability,net of deferred loan fees amortization	757	0	388	0
Depreciation and amortization expense	292	215	583	393	866	795
Income tax expense	4	4	10	1	70	25
Total asset expenditures	48	85	138	196	816	315
Urgent And Primary Care [Member]
Segment Reporting Information [Line Items]
Net revenues	2,354	474	5,026	474	3,906	0
Total segment income (loss)	(795)	71	(1,245)	71	(80)	0
Additional Segment Disclosures:
Interest expense	70	13	132	13	658	0
Gain on warrant liability,net of deferred loan fees amortization	(568)	0	(291)	(4)
Depreciation and amortization expense	151	41	300	41	222	0
Income tax expense	0	0	0	0	(145)	0
Total asset expenditures	19	0	19	0	347	0
Ancillary Network [Member]
Segment Reporting Information [Line Items]
Net revenues	5,604	5,497	11,347	10,505	23,146	26,751
Total segment income (loss)	340	242	450	75	1,353	1,096
Additional Segment Disclosures:
Interest expense	0	0	0	0	0	0
Gain on warrant liability,net of deferred loan fees amortization	0	0	0	0
Depreciation and amortization expense	141	174	283	352	644	795
Income tax expense	0	4	6	1	215	25
Total asset expenditures	0	85	0	196	429	315
Shared Services [Member]
Segment Reporting Information [Line Items]
Net revenues	0	0	0	0	0	0
Total segment income (loss)	(1,610)	(1,300)	(3,638)	(2,215)	(5,360)	(3,535)
Additional Segment Disclosures:
Interest expense	23	0	44	0	0	0
Gain on warrant liability,net of deferred loan fees amortization	(189)	0	(97)	0
Depreciation and amortization expense	0	0	0	0	0	0
Income tax expense	0	0	0	0	0	0
Total asset expenditures	$ 29	$ 0	$ 119	$ 0	$ 40	$ 0

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Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 6,182,000		$ 6,182,000		$ 6,182,000	$ 0
Amortization of Intangible Assets	80,000	$ 37,000			$ 175,000	$ 128,000
Impairment of Intangible Assets, Finite-lived	$ 520,000	$ 0	520,000	$ 0
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Rate Of Attrition	8.00%				8.00%
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Rate Of Attrition	2.00%				2.00%
Patient Base [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years				5 years
Ancillary Provider Network [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years				15 years
Contract-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets Acquired			600,000
Impairment of Intangible Assets, Finite-lived			$ 520,000

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Accrued Liabilities (Details) - Accrued Liabilities - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Accrued Liabilities [Line Items]
Purchase price due to seller, Stat Medical		$ 268	$ 0
Accrued management fees		218	173
Personnel-related		344	122
Professional fees		146	180
Accrued other		899	323
Total	$ 2,411	$ 1,875	$ 798

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Capital and Operating Lease Obligations (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Leases [Abstract]

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

The following is a schedule of the future required payments under our lease agreements in effect at June 30, 2015:

	Capital Leases			Operating Leases		Total
2015 (remaining 6 months)	$	145		$	440	$	585
2016		299			879		1,178
2017		287			766		1,053
2018		276			651		927
2019		273			585		858
Thereafter		2,898			827		3,725
Total minimum lease payments		4,178		$	4,148	$	8,326
Less amount representing interest		(2,354	)
Present value of net minimum obligations		1,824
Less current obligation under capital lease		126
Long-term obligation under capital lease	$	1,698

The following is a schedule of the future required payments under these lease agreements for the years ending December 31:

 

	Capital Leases			Operating Leases		Total
2015	$	280		$	729	$	1,009
2016		299			879		1,178
2017		287			766		1,053
2018		276			651		927
2019		273			585		858
Thereafter		2,898			827		3,725
Total minimum lease payments		4,313		$	4,437	$	8,750
Less amount representing interest		(2,432	)
Present value of net minimum obligations		1,881
Less current obligation under capital lease		117
Long-term obligation under capital lease	$	1,764

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Acquisitions (Details) - Pro Forma Financial Information for the Company - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
CorrectMed [Member]
Net revenue
Net revenues	$ 16,373,000	$ 12,103,000	$ 26,414,000	$ 30,405,000
Net loss	$ (7,020,000)	$ (3,102,000)	$ (7,020,000)	$ (4,921,000)
Basic net (loss) per common share (in Dollars per share)	$ (1.03)	$ (0.51)
Diluted net loss per common share (in Dollars per share)	$ (1.14)	$ (0.51)
Loss per basic and diluted common share (in Dollars per share)			$ (1.10)	$ (0.86)
Urgent And Primary Care [Member]
Net revenue
Net revenues			$ 7,678,000	$ 6,949,000
Urgent And Primary Care [Member] | CorrectMed [Member]
Net revenue
Net revenues	$ 5,026,000	$ 1,598,000	3,268,000	3,654,000
Ancillary Network [Member] | CorrectMed [Member]
Net revenue
Net revenues	$ 11,347,000	$ 10,505,000	$ 23,146,000	$ 26,751,000

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Private Placement/Equity

12 Months Ended

Dec. 31, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

10. Private Placement/Equity

On May 5, 2014, we closed a private placement of 1,000,000 shares of our common stock at a purchase price of $2.00 per share for an aggregate purchase price of $2,000,000 for the shares. The investors in the offering included, among others, John Pappajohn, Mark C. Oman and Matt Kinley, who are each directors of the Company.

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Related Party Transactions

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

16. Related Party Transactions

On January 10, 2014, we entered into an arrangement with Equity Dynamics, Inc. for monthly strategic consulting services. Such services include acquisition activities and the securing of debt financing. As part of the arrangement, Equity Dynamics, Inc. will receive a monthly fee of $10,000 for performance of such consulting services. Equity Dynamics, Inc. is a company owned by John Pappajohn, and Matt Kinley serves as its Executive Vice President. Mr. Pappajohn and Mr. Kinley are both members of our Board of Directors.

In addition, see discussion of other related party transactions in Note 10 — Private Placement/Equity and Note 13 — Warrants.

In connection with the acquisitions of Mid-South, MedHelp, and Stat Medical Care, we retained the seller physicians as employees upon closing. Refer to Note 6 — Lines of Credit, Promissory Notes, and Notes Payable for the terms of the promissory notes.

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Acquisitions (Details)							6 Months Ended		8 Months Ended	12 Months Ended
		Dec. 31, 2014 USD ($)	Oct. 31, 2014	Sep. 12, 2014	Aug. 29, 2014	May. 08, 2014	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Business Acquisition [Line Items]
undefined		$ 268,000							$ 268,000	$ 268,000	$ 0
Deferred Tax Liabilities, Other		145,000							$ 145,000	145,000
Business Combination, Acquisition Related Costs										333,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount										145,000
Number of Businesses Acquired									10
Urgent And Primary Care [Member]
Business Acquisition [Line Items]
Business Acquisition, Pro Forma Revenue										7,678,000	6,949,000
Stat Medical Care [Member]
Business Acquisition [Line Items]
undefined		$ 268,000							$ 268,000	268,000
Number of Businesses Acquired		2
ACSH Urgent Care Of Virginia [Member]
Business Acquisition [Line Items]
Number of Businesses Acquired		2
Mid-South Urgent Care Inc [Member]
Business Acquisition [Line Items]
Number of Businesses Acquired	[1]			3
Bay Walk-In Clinic Inc [Member]
Business Acquisition [Line Items]
Number of Businesses Acquired					2
CorrectMed [Member]
Business Acquisition [Line Items]
Business Acquisition, Pro Forma Revenue							$ 16,373,000	$ 12,103,000		26,414,000	30,405,000
Number of Businesses Acquired						2
CorrectMed [Member] | Urgent And Primary Care [Member]
Business Acquisition [Line Items]
Business Acquisition, Pro Forma Revenue							$ 5,026,000	$ 1,598,000		$ 3,268,000	$ 3,654,000
Med Help [Member]
Business Acquisition [Line Items]
Number of Businesses Acquired			1

[1] At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

Income tax provision for the years ended December 31, 2014 and 2013, differed from the U.S. federal income tax rate of approximately 34% in the amounts indicated as a result of the following:

	2014			2013
Computed “expected” tax provision (benefit)	$	(2,276	)	$	(1,278	)
Increase in the valuation allowance for deferred tax assets		2,287			1,009
Shortfall on stock options, warrants, and RSUs		215			330
State taxes		12			19
Permanent items		45			12
Tax benefit recognized related to stock acquisition		(145	)		—
Other		(68	)		(67	)
Total income tax provision	$	70		$	25

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities and consist of the following:

	2014			2013
Deferred tax assets:
Operating loss carryforward	$	4,951		$	3,197
Accounts receivable allowance		401			69
Texas tax credit carryforward		215			221
Stock option compensation		1,121			1,070
Goodwill and intangibles		403			602
Finance costs		209			—
Accrued expenses		209			120
Alternative Minimum Tax credit carryforwards		16			16
Total deferred tax assets		7,525			5,295
Deferred tax liabilities:
Property and equipment		(518	)		(397	)
Prepaid expense		(96	)		(71	)
Total deferred tax liabilities		(614	)		(468	)
Valuation allowance		(6,893	)		(4,606	)
Net deferred tax assets	$	18		$	221

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The income tax provision shown on the statements of operations for the years ended December 31, 2014 and 2013 consisted of the following:

	2014		2013
Current	$	12	$	18
Deferred		58		7
	$	70	$	25

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2012	$ 11,589	$ 57	$ 22,845	$ (11,313)
Balance (in shares) at Dec. 31, 2012		5,706
Net loss	(3,785)	$ 0	0	(3,785)
Stock-based compensation expense	299	0	299	0
Issuance of common stock upon exercise of equity incentive awards	5	$ 0	5	0
Issuance of common stock upon exercise of equity incentive awards (in shares)		5
Issuance of common stock upon conversion of restricted stock units	0	$ 0	0	0
Issuance of common stock upon conversion of restricted stock units (in shares)		2
Balance at Dec. 31, 2013	8,108	$ 57	23,149	(15,098)
Balance (in shares) at Dec. 31, 2013		5,713
Net loss	(6,763)	$ 0	0	(6,763)
Stock-based compensation expense	592	0	592	0
Issuance of common stock	2,000	$ 10	1,990	0
Issuance of common stock (in shares)		1,000
Balance at Dec. 31, 2014	3,937	$ 67	25,731	(21,861)
Balance (in shares) at Dec. 31, 2014		6,713
Net loss	(7,020)	$ 0	0	(7,020)
Stock-based compensation expense	403	0	403	0
Issuance of common stock upon exercise of equity incentive awards	33	$ 0	33	0
Issuance of common stock upon exercise of equity incentive awards (in shares)		34
Issuance of common stock upon conversion of restricted stock units	0	$ 2	(2)	0
Issuance of common stock upon conversion of restricted stock units (in shares)		155
Balance at Jun. 30, 2015	$ (2,647)	$ 69	$ 26,165	$ (28,881)
Balance (in shares) at Jun. 30, 2015		6,902

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Subsequent Events (Details) - USD ($)			6 Months Ended		12 Months Ended
	Aug. 14, 2015	Aug. 12, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Subsequent Event [Line Items]
Payments to Acquire Businesses, Gross			$ 0	$ 2,180,000	$ 6,921,000	$ 0
Business Combination, Consideration Transferred, Liabilities Incurred					$ 7,138,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Issued During Period (in Shares)		300,000
Class of Warrant or Right, Issued During Period, Exercise Price (in Shares)		1.70
Subsequent Event [Member] | December 4 2014 Agreement [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Increase (Decrease), Net, Total		$ 1,000,000
Subsequent Event [Member] | December 4 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity, Increase (Decrease)		$ 1,000,000
Subsequent Event [Member] | Medac Health Services P A [Member] | Scenario, Forecast [Member]
Subsequent Event [Line Items]
Payments to Acquire Businesses, Gross	$ 5,040,000
Financing Required To Close On Asset Purchase Agreement	560,000
Subsequent Event [Member] | Medac Health Services P A [Member] | Promissory Notes Related To Acquistion [Member] | Scenario, Forecast [Member]
Subsequent Event [Line Items]
Business Combination, Consideration Transferred, Liabilities Incurred	$ 5,600,000
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Debt Instrument, Term	18 months

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Liquidity and Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Liquidity And Earnings Loss Per Share [Text Block]

3. Liquidity and Earnings (Loss) Per Share

Liquidity

We incurred losses from our investment in shared services to support planned growth in our urgent and primary care business segment and oversight of the network and ancillary business, the write-off of intangible assets, the payment and accrual of one-time severance charges, costs incurred to integrate our acquired urgent and primary care facilities, operating losses incurred by our urgent and primary care business segment as we implement changes to improve performance, and operating losses incurred in our network and ancillary network business. As a result of our recurring and nonrecurring losses, we used cash in our operations of $4.6 million and $2.2 million during the six months ended June 30, 2015 and 2014, respectively.

We anticipate we will continue to experience negative cash flow relating to our losses during the next 12 months as we improve the operating performance of our existing urgent and primary care centers, expand our urgent and primary care segment and operate our ancillary network business.

Until we generate positive cash flows from operations, we will be dependent on our existing lines of credit and outside capital to fund our operations, fund planned and future acquisitions, and repay debt. At August 14, 2015, we had funds of $1,961,000 available for these needs. We plan to raise additional capital as follows:

• Increase our existing lines of credits.  We have two existing lines of credit under credit agreements with Wells Fargo, National Association, or Wells Fargo. One of our lines was entered into in July 2014 for $5.0 million of financing and the other was entered into in December 2014 for $6.0 million of financing. Both credit agreements were originally scheduled to mature on June 1, 2016. On August 12, 2015, the maturity of the $6.0 million line was extended to October 1, 2016 and the outstanding balance of $4.5 million was reclassified to long-term on our consolidated balance sheets. We plan to further extend these lines of credit, and will request the guarantors to remain obligated under their respective guarantees until we have adequate capital to repay them. Along with the maturity date extension, we also increased the line of credit under our December 2014 credit agreement from $6,000,000 to $7,000,000. As of August 12, 2015, we had borrowed the $11.0 million of the $12.0 million available to us under our existing lines of credit.

• A public offering of shares of our common stock.  On February 6, 2015, we filed a Form S-1 Registration Statement with the SEC to sell additional shares of our common stock. If the public offering is fully subscribed, we will raise an additional $13,000,000 (less offering expenses), plus any proceeds we receive on account of the 15% over-allotment option we have granted to underwriters.

We also expect to raise additional capital later this year or in early 2016 to fund our operations, to repay indebtedness and to facilitate the expansion of our urgent and primary care business. We may raise such capital through one or more public or private equity offerings, debt financings, borrowings or a combination thereof.

There are no assurances that we will be successful in further extending the maturity dates under our lines of credit, that our guarantors will agree to continue their obligations under their guarantees, or that we will be able to obtain additional capital at terms acceptable to us or at all.

Earnings (Loss) Per Share

Basic (loss) per share is computed by dividing net (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period of computation. Diluted (loss) per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive), and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method.

Basic net (loss) and diluted net (loss) per share data were computed as follows:

	Three months ended June 30, 2015			Six months ended June 30, 2015
Numerator:
Net (loss) for basic earnings per share		(3,343	)		(7,020	)
Less gain on change in fair value of warrant liability		—			791
Net (loss) for diluted earnings per share		(3,343	)		(7,811	)
Denominator:
Weighted-average basic common shares outstanding		6,849			6,811
Assumed conversion of dilutive securities:
Common stock purchase warrants		—			40
Denominator for dilutive earnings per share – adjusted weighted-average shares		6,849			6,851
Basic net (loss) per share	$	(0.49	)	$	(1.03	)
Diluted net (loss) per share	$	(0.49	)	$	(1.14	)

The following table summarizes potentially dilutive shares outstanding as of June 30, 2015, which were excluded from the calculation due to being anti-dilutive:

	2015
Common stock purchase warrants		1,782
Stock options		748
Restricted shares of common stock		—

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Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Revenue and Receivables from Significant Clients - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Accounts Receivable [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Accounts Receivable	$ 557	$ 1,029	$ 557	$ 1,029
Sales Revenue [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Revenue	$ 2,056	$ 2,312	$ 3,873	$ 3,544
% of Total Revenue	25.00%	39.00%	23.00%	32.00%
Health Smart Preferred Care II, L.P [Member] | Accounts Receivable [Member] | Ancillary Network [Member] | Customer Concentration Risk [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Accounts Receivable					$ 870	$ 532
Health Smart Preferred Care II, L.P [Member] | Sales Revenue [Member] | Ancillary Network [Member] | Customer Concentration Risk [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Revenue					$ 7,764	$ 5,905
% of Total Revenue					34.00%	22.00%
Benefit Administrative Systems LLC [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Accounts Receivable					$ 179	$ 148
Benefit Administrative Systems LLC [Member] | Sales Revenue [Member] | Customer Concentration Risk [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Revenue					$ 1,818	$ 2,618
% of Total Revenue					8.00%	10.00%
Health Markets Inc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Accounts Receivable					$ 244	$ 252
Health Markets Inc [Member] | Sales Revenue [Member] | Customer Concentration Risk [Member]
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items]
Revenue					$ 1,967	$ 3,599
% of Total Revenue					9.00%	13.00%

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Stock-based Compensation (Details) - Summary of Restricted Stock Options Activity - $ / shares	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Granted	50,000
RSUs, Forfeited	(214,000)	(113,000)
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Outstanding	51,000	4,000
RSUs, Granted	105,000	50,000
RSUs, Forfeited		(1,000)
Weighted-Average Grant Date Fair Value, Converted to common stock		(2,000)
RSUs, Outstanding	156,000	51,000
RSUs, Vested and convertible to common stock	56,000
Weighted-Average Grant Date Fair Value, Outstanding	$ 2.4	$ 21.4
Weighted-Average Grant Date Fair Value, Granted	3.49	1.99
Weighted-Average Grant Date Fair Value, Forfeited		21.63
Weighted-Average Grant Date Fair Value, Converted to common stock		21.32
Weighted-Average Grant Date Fair Value, Outstanding	3.08	$ 2.4
Weighted-Average Grant Date Fair Value, Vested and convertible to common stock	$ 2.65

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Warrants (Details) - USD ($)		3 Months Ended	5 Months Ended	6 Months Ended	12 Months Ended
	Dec. 04, 2014	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2015	Dec. 31, 2014	Jul. 30, 2014	Jun. 30, 2014	Dec. 31, 2013
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding (in Shares)		1,782,222	1,782,222	1,782,222	1,782,222		22,222	22,222
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)		1,760,000	1,760,000	1,760,000	1,760,000			0
Warrants and Rights Outstanding		$ 1,871,000	$ 3,200,000	$ 1,871,000	$ 3,200,000
Fair Value Adjustment of Warrants				(1,329,000)
Unrealized Gain on Securities		$ 0		$ 791,000
Revolving Credit Facility [Member] | Wells Fargo [Member]
Class of Warrant or Right [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 6,000,000					$ 5,000,000
Warrant [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding (in Shares)		22,222	22,222	22,222	22,222		22,222
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)		1,760,000		1,760,000			1.50
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 1.50		$ 1.50
Common Stock [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)			$ 1.50		$ 1.50
July 30, 2014 Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)		800,000	800,000	800,000	800,000	800,000		0
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 3.15	$ 3.15	$ 3.15	$ 3.15	$ 3.15
Difference In Warrant Exercise Price And Market Price Per Share (in Dollars per share)						$ 0.01
Warrant Liability Based On Warrants Fair Value						$ 1,420,000
Amortization of Financing Costs		$ 195,000		$ 388,000	$ 322,000
Warrants and Rights Outstanding		872,000	$ 1,410,000	872,000	1,410,000
Fair Value Adjustment of Warrants		$ 578,000		(538,000)	$ 1,410,000
Minimum Public Offering For Warrant Provision				$ 10,000,000
Probability Of Future Private Stock Offering				25.00%	15.00%
Unrealized Gain on Securities			$ 10,000
December 4, 2014 Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)	960,000	960,000	960,000	960,000	960,000			0
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)	$ 2.71	$ 2.71	$ 2.71	$ 2.71	$ 2.71
Warrant Liability Based On Warrants Fair Value	$ 1,660,000
Amortization of Financing Costs		$ 277,000		$ 553,000	$ 92,000
Warrants and Rights Outstanding		999,000	$ 1,790,000	999,000	1,790,000
Fair Value Adjustment of Warrants		$ 651,000		$ (791,000)	$ 1,790,000
Probability Of Future Private Stock Offering				0.00%	100.00%
Unrealized Gain on Securities	$ 130,000

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Litigation Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

18. Litigation Contingencies

As of December 31, 2014, we were not involved in, but may in the future be involved in, legal proceedings, claims and governmental investigations in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess, in conjunction with our legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. As of December 31, 2013 and December 31, 2014, there was no litigation or contingency with at least a reasonable possibility of a material loss.

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Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Taxes [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	34.00%	34.00%
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount	$ 2,287,000	$ 1,009,000
Texas Tax Credit Carryforward	18,000
Operating Loss Carryforwards	19,600,000	$ 14,500,000
Expected Adjustments To Additional Paid In Capital Tax Effect From Share Based Compensation	$ 1,900,000
Operating Loss Carryfoward Expiration	expire from 2025 through 2034
Excess Tax Benefits On Stock Options And Warrants Exercised [Member]
Income Taxes [Line Items]
Deferred Tax Assets, Net of Valuation Allowance	$ 5,400,000

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Intangible Assets (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Intangible assets and related accumulated amortization consists of the following as of the dates presented:

	June 30, 2015			December 31, 2014
Gross carrying amount of urgent and primary care intangibles:
Patient relationships and contracts	$	972		$	972
Accumulated amortization		(144	)		(47	)
Intangible asset impairment*		(520	)		—
Urgent and primary care intangibles, net		308			925
Gross carrying amount of ancillary intangibles:
Ancillary provider network		1,921			1,921
Software		428			428
		2,349			2,349
Accumulated amortization		(1,901	)		(1,837	)
Ancillary intangibles, net		448			512
Total intangibles, net	$	756		$	1,437

* At the time we purchased one of our urgent and primary care centers, we allocated $600,000 of the purchase price to a contract held by the acquired center that related to non-urgent care services. During the quarter ended June 30, 2015 we suspended our provision of services under that contract and have recorded a one-time impairment charge of $520,000 relating to the unamortized balance of that intangible asset.

Intangible assets and related accumulated amortization consists of the following as of the dates presented:

	December 31, 2014			December 31, 2013
Gross carrying amount of urgent and primary care intangibles:
Patient relationships and contracts	$	972		$	—
Accumulated amortization		(47	)		—
Urgent and primary care intangibles, net		925			—
Gross carrying amount of ancillary intangibles:
Ancillary provider network		1,921			1,921
Software		428			428
		2,349			2,349
Accumulated amortization		(1,837	)		(1,709	)
Other intangibles, net		512			640
Total intangibles, net	$	1,437		$	640

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Estimated annual amortization expense relating to intangibles is as follows:

Years ending December 31,	Urgent and Primary Care		Ancillary Care Services		Total
2015 (remaining 6 months)	$	38	$	64	$	102
2016		74		128		202
2017		74		128		202
2018		74		128		202
2019		48		—		48
Total	$	308	$	448	$	756

Estimated annual amortization expense relating to intangibles is as follows:

Years ending December 31,	Urgent and Primary Care		Ancillary Care Services		Total
2015	$	194	$	128	$	322
2016		194		128		322
2017		194		128		322
2018		194		128		322
2019		149		—		149
Total	$	925	$	512	$	1,437

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Segment Reporting

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

10. Segment Reporting

We operate in two segments, urgent and primary care and ancillary network. We evaluate performance based on several factors, of which the primary financial measure for each segment is operating income. We define segment income for our business segments as income before interest expense, gain or loss on disposal of assets, income taxes, depreciation expense, non-cash amortization of intangible assets, intangible asset impairment, non-cash stock-based compensation expense, shared service expenses, severance charges and any non-recurring costs. Shared services primarily consist of compensation costs for the executive management team, facilities’ costs for our corporate headquarters, support services such as finance and accounting, human resources, legal, marketing and information technology and general administration. Shared services also include transactional costs.

The following tables set forth a comparison of operations for the following periods presented for our two lines of business and shared services (certain prior year amounts have been reclassified for comparability purposes).

Consolidated statements of operations by segment for the respective periods are as follows:

	Three months ended June 30,
	2015											2014
	Urgent and Primary Care			Ancillary Network		Shared Services			Total			Urgent and Primary Care		Ancillary Network		Shared Services			Total
Net revenues	$	2,354		$	5,604	$	—		$	7,958		$	474	$	5,497	$	—		$	5,971
Total segment income (loss)		(795	)		340		(1,610	)		(2,065	)		71		242		(1,300	)		(987	)
Additional Segment Disclosures:
Interest expense		70			—		23			93			13		—		—			13
Gain on warrant liability, net of deferred loan fees amortization		(568	)		—		(189	)		(757	)		—		—		—			—
Depreciation and amortization expense		151			141		—			292			41		174		—			215
Income tax expense		—			—		—			—			—		4		—			4
Total asset expenditures		19			—		29			48			—		85		—			85

	Six months ended June 30,
	2015											2014
	Urgent and Primary Care			Ancillary Network		Shared Services			Total			Urgent and Primary Care			Ancillary Network		Shared Services			Total
Net revenues	$	5,026		$	11,347	$	—		$	16,373		$	474		$	10,505	$	—		$	10,979
Total segment income (loss)		(1,245	)		450		(3,638	)		(4,433	)		71			75		(2,215	)		(2,069	)
Additional Segment Disclosures:
Interest expense		132			—		44			176			13			—		—			13
Gain on warrant liability, net of deferred loan fees amortization		(291	)		—		(97	)		(388	)		(4	)		—		—			(4	)
Depreciation and amortization expense		300			283		—			583			41			352		—			393
Income tax expense		—			6		—			6			—			1		—			1
Total asset expenditures		19			—		119			138			—			196		—			196

The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals:

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Total segment loss	$	(2,065	)	$	(987	)	$	(4,433	)	$	(2,069	)
Less:
Severance charges		346			—			346			108
Ancillary network prepaid write-off		487			—			487			—
Depreciation and amortization expense		292			215			583			393
Non-cash stock-based compensation expense		256			123			403			197
Intangible asset impairment		520			—			520			—
Non-recurring professional fees		37			—			450			—
Operating loss		(4,003	)		(1,325	)		(7,222	)		(2,767	)
Bank interest expense		93			13			176			13
Gain on warrant liability, net of deferred loan fees amortization		(757	)		—			(388	)		(4	)
Loss before income taxes	$	(3,339	)	$	(1,338	)	$	(7,010	)	$	(2,776	)

Segment assets include accounts receivable, prepaid expenses and other current assets, property and equipment, and intangibles. Shared services assets consist of cash and cash equivalents, prepaid insurance, deferred income taxes and property and equipment primarily related to information technology assets. Consolidated assets, by segment and shared services, as of the periods presented are as follows:

	Urgent and Primary Care		Ancillary Network		Shared Services		Consolidated
June 30, 2015	$	12,137	$	4,515	$	1,117	$	17,769
December 31, 2014		11,958		5,202		3,945		21,105

17. Segment Reporting

We evaluate performance based on several factors, of which the primary financial measure for each segment is operating income. We define segment operating income for our business segments as income before interest expense, gain or loss on disposal of assets, income taxes, depreciation expense, non-cash amortization of intangible assets, non-cash stock-based compensation expense, shared services, severance charges and any non-recurring costs such as transactional costs related to our acquisition program. Shared services primarily consist of compensation costs for the executive management team, facilities’ costs for our corporate headquarters, shared services such as finance and accounting, human resources, legal, marketing and information technology and general administration. Shared services also includes transactional costs.

The following tables set forth a comparison of operations for the following periods presented for our two lines of business and shared services (certain prior year amounts have been reclassified for comparability purposes).

Consolidated statements of operations by segment for the respective years ended December 31, are as follows:

	2014											2013
	Urgent and Primary Care			Ancillary Network		Shared Services			Total			Urgent and Primary Care		Ancillary Network		Shared Services			Total
Net revenues	$	3,906		$	23,146	$	—		$	27,052		$	—	$	26,751	$	—		$	26,751
Total segment operating income (loss)		(80	)		1,353		(5,360	)		(4,087	)		—		1,096		(3,535	)		(2,439	)
Additional Segment Disclosures:
Interest expense, including loan fee amortization		658			—		—			658			—		—		—			—
Depreciation and amortization expense		222			644		—			866			—		795		—			795
Income tax expense (benefit)		(145	)		215		—			70			—		25		—			25
Total asset expenditures		347			429		40			816			—		315		—			315

The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals:

	2014			2013
Total segment operating loss	$	(4,087	)	$	(2,439	)
Less (add):
Severance charges		108			199
Non-recurring transaction costs		333			50
Depreciation and amortization expense		866			795
Non-cash stock-based compensation expense		592			299
Other		166			—
Operating loss		(6,152	)		(3,782	)
Interest expense		658			—
(Gain)/loss on disposal of assets		(108	)		5
Interest income		(9	)		(27	)
Loss before income taxes	$	(6,693	)	$	(3,760	)

Segment assets include accounts receivable, prepaid expenses and other current assets, property and equipment, and intangibles. Shared services assets consist of cash and cash equivalents, prepaid insurance, deferred income taxes and property and equipment primarily related to information technology assets. Consolidated assets, by segment and shared services, as of the periods presented are as follows:

	Urgent and Primary Care		Ancillary Network		Shared Services		Consolidated
December 31, 2014	$	11,958	$	5,202	$	3,945	$	21,105
December 31, 2013		—		4,404		6,625		11,029