Business acquisition

12 Months Ended

Dec. 31, 2022

Business Acquisition [Abstract]

Business acquisition

6. Business acquisition

AdhereRx

On March 25, 2021, Optimus Health, Inc., a wholly owned subsidiary of the Company, acquired 100% of the outstanding equity interests in AdhereRx Corporation (d/b/a Painscript) (“Painscript”) in exchange for an aggregate of 2,000,000 shares of the Company’s common stock which includes 400,000 shares held in escrow. Per the agreement, the escrow shares are released if Painscript meets the definition of commercialization success and are cancelled if it doesn’t meet the definition of commercialization success. A review of this contingent consideration was made and was determined to be classified as equity because the contingent consideration is a fixed amount of shares. Prior to Closing, the Company made a loan of $150,000 to Painscript, which was converted to an intercompany loan upon closing of the acquisition. At the Closing, the Company made an intercompany loan of $100,000 to Painscript. The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The purchase price allocation is as follows:

Consideration
2,000,000 shares of common stock	$	4,560,000
Total consideration	$	4,560,000
Fair value of net identifiable assets (liabilities) acquired
Cash	$	128,934
Employee advance		15,000
Intangible assets – software development costs		1,901,427
Total fair value of net identifiable assets	$	2,045,361
Accounts payable	$	74,703
Accrued liabilities		31,003
Loan payable		200,000
Total fair value of net identifiable liabilities	$	305,706
Fair value of net identifiable assets (liabilities) acquired	$	1,739,655
Goodwill	$	2,820,345

As discussed in Note 7, the Company disposed of Painscript, which resulted in the divestiture of all Painscript’s assets and liabilities including the goodwill arising from the acquisition.  

VitailityRx

On January 28, 2022, the Company entered into a stock purchase agreement with Worker’s Health Rx, Inc. (“VitalityRx”) and Marc Wiener, the sole shareholder, who is also our President, pursuant to which we acquired 100% of the outstanding equity interests of VitalityRx in exchange for the issuance of 250,000 shares of our common stock and $350,000. The cash portion of the purchase price was paid by December 31, 2022.

Vitality Rx is an early-stage pharmacy dedicated to serving the pharmacy needs of patients in the community and residing in Long-Term Care facilities in the tri-state area. It will maintain inventory of brand and generic medications needed to meet the needs of this population. In addition, Vitality Rx is exploring the possibility of providing Intravenous Immunoglobulin (“IVIG”) to a number of physician offices in the community, including but not limited to, neurologists, Ob/Gyn and infectious disease.  This offering is in a preliminary stage as a business plan is being constructed.

Consideration
250,000 shares of common stock	$	467,500
Notes payable		350,000
Total consideration	$	817,500
Fair value of net identifiable assets (liabilities) acquired
Cash	$	9,000
Furniture and equipment		0
Capitalized start – up costs		0
Intangible assets – website		1,750
Fair value of net identifiable assets (liabilities) acquired	$	10,750
Initial goodwill	$	806,750

The initial goodwill has been adjusted to $815,500 as a result of contractual adjustments.

During the fourth quarter of 2022, the Company completed an impairment assessment for goodwill attributable to its VitalityRx reporting unit and determined it was more likely than not that the fair value of the reporting unit exceeded its respective carrying amounts. Accordingly, no goodwill impairment loss was recognized.