0001213900-23-024727 | 10-K | XBRL Viewer

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Mar. 28, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	LogicMark, Inc.
Trading Symbol	LGMK
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		24,406,144
Entity Public Float			$ 9,760,996
Amendment Flag	false
Entity Central Index Key	0001566826
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-36616
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-0678374
Entity Address, Address Line One	2801 Diode Lane
Entity Address, City or Town	Louisville
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40299
City Area Code	(502)
Local Phone Number	442-7911
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	207
Auditor Name	BPM LLP
Auditor Location	Walnut Creek, California

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 6,977,114	$ 12,044,415
Restricted cash	59,988	210,131
Accounts receivable, net	402,595	98,749
Inventory	1,745,211	1,237,280
Prepaid expenses and other current assets	349,097	849,190
Total Current Assets	9,534,005	14,439,765
Property and equipment:
Equipment	416,889	406,365
Furniture and fixtures	35,761	35,761
Website and other	285,448	13,506
Property and equipment, gross	738,098	455,632
Accumulated depreciation	(482,520)	(455,632)
Property and equipment, net	255,578
Right-of-use assets, net	182,363	248,309
Product development costs, net of amortization of $15,029	1,010,662
Goodwill	10,958,662	10,958,662
Other intangible assets, net of amortization of $4,710,437 and $4,127,920, respectively	3,699,854	4,476,647
Total Assets	25,641,124	30,123,383
Current Liabilities
Accounts payable	673,052	492,431
Accrued expenses	1,740,490	849,285
Total Current Liabilities	2,413,542	1,341,716
Other long-term liabilities	440,263	385,196
Total Liabilities	2,853,805	1,726,912
Commitments and Contingencies (Note 12)
Series C Redeemable Preferred Stock
Series C redeemable preferred stock, par value $0.0001 per share: 2,000 shares designated; 200 shares issued and outstanding as of December 31, 2022 and December 31, 2021	1,807,300	1,807,300
Stockholders’ Equity
Preferred stock, par value $0.0001 per share: 10,000,000 shares authorized
Series F preferred stock, par value $0.0001 per share: 1,333,333 shares designated; 173,333 shares issued and outstanding as of December 31, 2022, aggregate liquidation preference of $520,000 as of December 31, 2022, and December 31, 2021	520,000	520,000
Common stock, par value $0.0001 per share: 100,000,000 shares authorized; 9,608,937 and 9,163,039 issued and outstanding as of December 31, 2022 and December 31, 2021	961	917
Additional paid-in capital	106,069,340	104,725,115
Accumulated deficit	(85,610,282)	(78,656,861)
Total Stockholders’ Equity	20,980,019	26,589,171
Total Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity	$ 25,641,124	$ 30,123,383

Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Product development costs, net of amortization (in Dollars)	$ 15,029	$ 15,029
Other intangible assets, net of amortization (in Dollars)	$ 4,710,437	$ 4,127,920
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	9,608,937	9,163,039
Common stock, shares outstanding	9,608,937	9,163,039
Series C Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated	2,000	2,000
Preferred stock, shares issued	200	200
Preferred stock, shares outstanding	200	200
Series F Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated	1,333,333	1,333,333
Preferred stock, shares issued	173,333	173,333
Preferred stock, shares outstanding	173,333	173,333
Preferred stock, liquidation preference (in Dollars)	$ 520,000	$ 520,000

Statements of Operations - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

^[1]

Income Statement [Abstract]

Revenues

$ 11,916,482

$ 10,022,115

Costs of goods sold

4,685,639

4,236,921

Gross Profit

7,230,843

5,785,194

Operating Expenses

Direct operating cost

1,455,450

970,003

Selling and marketing

1,200,300

321,577

Research and development

1,241,265

932,602

General and administrative

9,037,794

5,817,079

Other expense

374,389

(20,634)

Goodwill impairment

4,521,000

Depreciation and amortization

828,137

791,023

Total Operating Expenses

14,137,335

13,332,650

Operating Loss

(6,906,492)

(7,547,456)

Other Income and (Expense)

Interest income (expense)

119,483

(1,423,611)

Forgiveness of Paycheck Protection Program loan and accrued interest

349,176

Warrant modification expense

(2,881,729)

Total Other Income (Expense), Net

119,483

(3,956,164)

Loss before Income Taxes

(6,787,009)

(11,503,620)

Income tax expense

(137,956)

(204,269)

Net Loss

(6,924,965)

(11,707,889)

Preferred stock dividends

(328,456)

(2,341,391)

Net Loss Attributable to Common Stockholders

$ (7,253,421)

$ (14,049,280)

Net Loss Per Share - Basic (in Dollars per share)

$ (0.76)

$ (2.23)

Weighted Average Number of Common Shares Outstanding - Basic (in Shares)

9,574,090

6,307,907

[1]	Expenses in 2021 have been reclassified to conform to the 2022 presentation format. Refer to Note 3.

Statements of Operations (Parentheticals) - $ / shares

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

^[1]

Income Statement [Abstract]

Net Loss Per Share - Diluted

$ (0.76)

$ (2.23)

Weighted Average Number of Common Shares Outstanding - Diluted

9,574,090

6,307,907

[1]	Expenses in 2021 have been reclassified to conform to the 2022 presentation format. Refer to Note 3.

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Statements of Changes in Stockholders’ Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 407	$ 74,586,801	$ (65,427,997)	$ 9,159,211
Balance (in Shares) at Dec. 31, 2020		4,061,997
Issuance of stock for services		$ 27	648,930		648,957
Issuance of stock for services (in Shares)		266,560
Issuance of Series E preferred stock, net	$ 4,000,003				4,000,003
Issuance of Series E preferred stock, net (in Shares)	1,476,016
Conversion of Series E preferred stock to common stock	$ (4,000,003)	$ 29	3,999,974
Conversion of Series E preferred stock to common stock (in Shares)	(1,476,016)	295,203
Deemed dividend related to beneficial conversion feature of Series E preferred stock			1,480,801	(1,480,801)
Issuance of Series F Preferred stock, net	$ 3,999,999				3,999,999
Issuance of Series F Preferred stock, net (in Shares)	1,333,333
Conversion of Series F preferred stock to common stock	$ (3,479,999)	$ 66	3,479,933
Conversion of Series F preferred stock to common stock (in Shares)	(1,160,000)	656,604
Exercise of common stock purchase warrants on a cash		$ 58	6,835,007		6,835,065
Exercise of common stock purchase warrants on a cash (in Shares)		578,374
Exercise of common stock purchase warrants on a cashless basis		$ 42	(42)
Exercise of common stock purchase warrants on a cashless basis (in Shares)		423,933
Warrant modification expense recorded in connection with the issurance of replacement warrants			2,881,729		2,881,729
Shares issued in connection with the management incentive plan for 2018 and 2019		$ 1	80,455		80,456
Shares issued in connection with the management incentive plan for 2018 and 2019 (in Shares)		13,283
Sale of common stock and warrants pursuant to a registration statement on Form S-1		$ 279	11,834,443		11,834,722
Sale of common stock and warrants pursuant to a registration statement on Form S-1 (in Shares)		2,788,750
Fees incurred in connection with equity offerings			(570,492)		(570,492)
Fractional shares issued in the 1-for-10 stock split		$ 3	(3)
Fractional shares issued in the 1-for-10 stock split (in Shares)		24,640
Shares issued as stock compensation		$ 5	287,995		288,000
Shares issued as stock compensation (in Shares)		50,000
Common stock issued for dividends		$ 0	19,584	(19,584)
Common stock issued for dividends (in Shares)		3,695
Series F Preferred Stock Dividends				(20,590)	(20,590)
Net loss				(11,707,889)	(11,707,889)
Series C Preferred stock dividends			(840,000)		(840,000)
Balance at Dec. 31, 2021	$ 520,000	$ 917	104,725,115	78,656,861	26,589,171
Balance (in Shares) at Dec. 31, 2021	173,333	9,163,039
Shares issued as stock compensation		$ 44	1,260,109		1,260,153
Shares issued as stock compensation (in Shares)		445,898
Series C Redeemable Preferred stock dividends			(300,000)		(300,000)
Series F Preferred Stock Dividends				(28,456)	(28,456)
Net loss				(6,924,965)	(6,924,965)
Balance at Dec. 31, 2022	$ 520,000	$ 961	106,069,340	85,610,282	20,980,019
Balance (in Shares) at Dec. 31, 2022	173,333	9,608,937
Issuance of stock options for services			$ 384,116		$ 384,116

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net loss	$ (6,924,965)	$ (11,707,889)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	26,888	29,208
Stock based compensation	1,644,269	936,957
Amortization of debt discount		137,855
Amortization of intangible assets	776,793	761,815
Amortization of deferred debt issuance costs		713,119
Amortization of product development costs	15,029
Non-cash charge for modification of warrant terms		2,881,729
Goodwill impairment		4,521,000
Forgiveness of Paycheck Protection Plan loans and accrued interest		(349,176)
Deferred taxes	124,468	195,576
Changes in operating assets and liabilities:
Accounts receivable	(303,846)	34,970
Inventory	(507,931)	(469,929)
Prepaid expenses and other current assets	500,093	(393,638)
Accounts payable	180,621	(2,256,383)
Accrued expenses	859,294	(949,134)
Net Cash Used in Operating Activities	(3,609,287)	(5,913,920)
Cash flows from Investing Activities
Purchase of equipment and website development	(282,466)
Product development costs	(1,025,691)
Net Cash Used in Investing Activities	(1,308,157)
Cash flows from Financing Activities
Proceeds from sale of common stock and warrants		11,834,722
Proceeds received in connection with issuance of Series E preferred stock, net		4,000,003
Proceeds received in connection with issuance of Series F preferred stock, net		3,999,999
Proceeds from exercise of common stock warrants		6,835,065
Term loan repayment and termination fee		(12,168,377)
Fees paid in connection with equity offerings		(570,492)
Series C redeemable preferred stock dividends	(300,000)	(300,000)
Net Cash (Used in) Provided by Financing Activities	(300,000)	13,630,920
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash	(5,217,444)	7,717,000
Cash, Cash Equivalents and Restricted Cash - Beginning of Year	12,254,546	4,537,546
Cash, Cash Equivalents and Restricted Cash - End of Year	7,037,102	12,254,546
Cash paid during the years for:
Interest		617,336
Taxes		93,313
Non-cash investing and financing activities:
Accrued preferred stock dividends	48,389	94,933
Common stock issued in connection with management incentive plans		80,456
Common stock issued for dividends		19,584
Conversion of Series E preferred stock to common stock		4,000,003
Conversion of Series F preferred stock to common stock		$ 3,479,999
Website development included in accounts payable	$ 18,494

Organization and Principal Business Activities

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES

NOTE 1 - ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES

LogicMark, Inc. (“LogicMark” or the “Company”) was incorporated in the State of Delaware on February 8, 2012. LogicMark operates its business in one segment and provides personal emergency response systems (PERS), health communications devices, and Internet of Things technology that creates a connected care platform. The Company’s devices give people the ability to receive care at home and confidence to age independently. LogicMark revolutionized the PERS industry by incorporating two-way voice communication technology directly in the medical alert pendant and providing life-saving technology at a price point everyday consumers could afford. The PERS technologies are sold through dealers and distributors, as well as to the United States Veterans Health Administration.

The Company manufactures and distributes non-monitored and monitored personal emergency response systems sold through the United States Department of Veterans Affairs, healthcare durable medical equipment dealers and distributors and monitored security dealers and distributors. In 2022, the Company launched an e-commerce website.

On December 30, 2021, the Company’s two operating subsidiaries, LogicMark LLC and 3D-ID LLC, were merged into Nxt-ID, Inc. and the separate legal existences of LogicMark LLC and 3D-ID LLC ceased. On February 28, 2022, the name of the Company was changed to LogicMark, Inc.

Liquidity and Management Plans

12 Months Ended

Dec. 31, 2022

Liquidity and Management Plans [Abstract]

LIQUIDITY AND MANAGEMENT PLANS

NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS

The Company generated an operating loss of $6,906,492 and a net loss of $6,924,965 for the year ended December 31, 2022. As of December 31, 2022, the Company had cash and cash equivalents of $6,977,114. As of December 31, 2022, the Company had working capital of $7,120,463 compared to working capital as of December 31, 2021, of $13,098,049.

Given the Company’s cash position at December 31, 2022, and its projected cash flow from operations, the Company believes that it will have sufficient capital to sustain operations for a period of one year following the date of this filing. The Company may also raise funds through equity or debt offerings to accelerate the execution of its long-term strategic plan to develop and commercialize its core products and to fulfill its product development commitments. As further described in Note 13, Subsequent Events, on January 25, 2023, the Company closed a firm commitment public offering that resulted in gross proceeds to the Company of approximately $5.2 million.

Basis of Presentation

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

BASIS OF PRESENTATION

NOTE 3 - BASIS OF PRESENTATION

The financial statements are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain prior year amounts have been reclassified for consistency with the current year’s presentation. These reclassifications had no effect on the reported results of operations.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

U.S. GAAP 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. The Company’s management evaluates these significant estimates and assumptions, including those related to the fair value of acquired assets and liabilities, stock-based compensation, income taxes, allowance for doubtful accounts, long-lived assets, and inventories, and other matters that affect the financial statements and disclosures. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. Due to their short-term nature, cash equivalents are carried at cost, which is fair value. At December 31, 2022, the Company had cash equivalents of $6,619,483 and no cash equivalents at December 31, 2021.

RESTRICTED CASH

Restricted cash includes amounts held back by the Company’s third-party credit card processor for potential customer refunds, claims and disputes and held as collateral for company credit cards. Restricted cash included in Cash, Cash Equivalents and Restricted Cash, as presented on the Statements of Cash Flows amounted to $59,988 and $210,131, respectively, at December 31, 2022, and 2021.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents balances in large well-established financial institutions located in the United States. At times, the Company’s cash balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

REVENUE RECOGNITION

The Company’s revenues consist of product sales to either end customers or to distributors. The Company’s revenues are derived from contracts with customers, which are in most cases customer purchase orders. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any financing components, as payment terms are generally due Net 30 days after the invoice date. The Company’s products are almost always sold at fixed prices. In determining the transaction price, we evaluate whether the price is subject to any refunds, due to product returns or adjustments due to volume discounts, rebates, or price concessions to determine the net consideration we expect to be entitled to. The Company’s sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when the Company ships or delivers the product from its fulfillment center to our customers, when our customer accepts and has legal title of the goods, and the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contract revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point, or (ii) when the product arrives at its destination. For the years ended December 31, 2022, and 2021, none of our sales were recognized over time.

SALES TO DISTRIBUTORS AND RESELLERS

Sales to certain distributors and resellers are made under terms allowing limited rights of return of the Company’s products held in their inventory or upon sale to their end customers. The Company maintains a reserve for unprocessed and estimated future price adjustments claims and returns as a refund liability. The reserve is recorded as a reduction to revenue in the same period that the related revenue is recorded and is calculated based on an analysis of historical claims and returns over a period of time to appropriately account for current pricing and business trends. Similarly, sales returns and allowances are recorded based on historical return rates, as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned. These reserves were not material as of December 31, 2022, and 2021.

SHIPPING AND HANDLING

Amounts billed to customers for shipping and handling are included in revenues. The related freight charges incurred by the Company are included in cost of goods sold and were $573,765 and $492,566, respectively, for the years ended December 31, 2022, and 2021.

ACCOUNTS RECEIVABLE - NET

For the years ended December 31, 2022, and 2021, the Company’s revenues primarily included shipments of the LogicMark products. The terms and conditions of these sales provided certain customers with trade credit terms. In addition, these sales were made to the distributors with limited rights of return and are subject to the normal warranties offered to the ultimate consumer for product defects.

Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the accounts receivable allowance for doubtful accounts, as necessary whenever events or circumstances indicate the carrying value may not be recoverable. As of December 31, 2022, and 2021, the Company had an allowance for doubtful accounts of approximately $400 and $5,400, respectively.

INVENTORY

The Company measures inventory at the lower of cost or net realizable value, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is determined using the first-in, first-out method.

The Company performs regular reviews of inventory quantities on hand and evaluates the realizable value of its inventories. The Company adjusts the carrying value of the inventory as necessary for excess, obsolete, and slow-moving inventory by comparing the individual inventory parts to forecasted product demand or production requirements. As of December 31, 2022, inventory was comprised of $0.6 million and $1.2 million, in finished goods on hand and inventory in-transit from vendors, respectively As of December 31, 2021, inventory consisted of finished goods on hand of $1.2 million.

For the years ended December 31, 2022, and 2021, the Company wrote down inventory totaling zero and $0.3 million, respectively.

The Company is required to prepay for inventory with certain vendors until credit terms can be established. As of December 31, 2022, and 2021, $0.01 million and $0.6 million, respectively, of prepayments made for inventory are included in prepaid expenses and other current assets on the balance sheet.

LONG-LIVED ASSETS

Long-lived assets, such as property and equipment, and other intangibles are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. When indicators exist, the Company tests for the impairment of the definite-lived assets based on the undiscounted future cash flow the assets are expected to generate over their remaining useful lives, compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management’s estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions, or changes to the Company’s business operations.

PROPERTY AND EQUIPMENT

Property and equipment consisting of furniture, fixtures and tooling is stated at cost. The costs of additions and improvements are generally capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful life of the respective asset as follows:

Equipment		5 years
Furniture and fixtures		3 to 5 years
Website and other		3 years

GOODWILL

Goodwill is reviewed annually in the fourth quarter, or when circumstances indicate that an impairment may have occurred. The Company first performs a qualitative assessment of goodwill impairment, which considers factors such as market conditions, performance compared to forecast, business outlook and unusual events. If the qualitative assessment indicates a possible goodwill impairment, goodwill is then quantitatively tested for impairment. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test. If a quantitative goodwill impairment test is required, the fair value is determined using a variety of assumptions including estimated future cash flows using applicable discount rates (income approach) and comparisons to other similar companies (market approach). See Note 5.

OTHER INTANGIBLE ASSETS

The Company’s intangible assets are related to the acquisition of LogicMark, LLC in 2016, the former subsidiary that was merged with and into the Company and are included in other intangible assets in the Company’s balance sheet as of December 31, 2022, and 2021.

As of December 31, 2022, the other intangible assets are comprised of patents of $1,692,743; trademarks of $851,539; and customer relationships of $1,155,572. As of December 31, 2021, the other intangible assets are comprised of patents of $2,072,984; trademarks of $915,619; and customer relationships of $1,488,044. The Company amortizes these intangible assets using the straight-line method over their estimated useful lives which for the patents, trademarks and customer relationships are 11 years, 20 years, and 10 years, respectively. During the years ended December 31, 2022, and 2021, the Company had amortization expense of $776,793 and $761,815, respectively.

Amortization expense estimated for each of the next three fiscal years is expected to be approximately $762,000 per year, $612,000 for the fourth year, $265,000 for the fifth year, and approximately $63,000 each year until fully amortized in 2036.

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes. Income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company will classify as income tax expense any interest and penalties. The Company has no material uncertain tax positions for any of the reporting periods presented. Generally, the tax authorities may examine tax returns for three years from the date of filing. The Company has filed all its tax returns for all prior periods through December 31, 2021.

STOCK-BASED COMPENSATION

The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Stock-based compensation charges are amortized over the vesting period or as earned. Stock-based compensation is recorded in the same component of operating expenses as if it were paid in cash.

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS PER SHARE

Basic net loss attributable to common shareholders per share (“Basic net loss per share”) was computed using the weighted average number of common shares outstanding. Diluted net loss applicable to common shareholders per share (“Diluted net loss per share”) includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock options to purchase 525,000 shares of common stock and warrants to purchase 4,295,380 shares of common stock as of December 31, 2022, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Potentially dilutive securities from the exercise of stock options to purchase 36,467 shares of common stock and warrants to purchase 4,295,380 shares of common stock as of December 31, 2021, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

RESEARCH AND DEVELOPMENT AND PRODUCT DEVELOPMENT COSTS

Research and development costs are expenditures on new market development and related engineering costs. In addition to internal resources, the Company utilizes functional consulting resources, third-party software, and hardware development firms. The Company expenses all research and development costs as incurred until technological feasibility has been established for the product. Once technological feasibility is established, development costs including software and hardware design are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. For the year ended December 31, 2022, the Company capitalized $1,025,691 of such product development costs. Amortization of these costs is on a straight-line basis over three years and amounted to approximately $15,000 for the year ended December 31, 2022.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting standards that have been issued or proposed by FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements

upon adoption.

Goodwill Impairment

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL IMPAIRMENT

NOTE 5 - GOODWILL IMPAIRMENT

The Company’s goodwill relates entirely to the acquisition of LogicMark LLC in 2016, the former subsidiary that was merged with and into the Company. We performed a qualitative impairment test of our goodwill and concluded that, as of December 31, 2022, it was more likely than not that the fair value exceeded the carrying value and therefore goodwill was not impaired. As of December 31, 2022, there were no indicators of impairment. The Company considered qualitative factors, which included, but not limited to, economic, market and industry conditions, as well as the financial performance and declines in company stock price.

The Company performed a goodwill impairment analysis in 2021 and determined that the carrying value of its goodwill exceeded its fair value by approximately $4.5 million. As a result, the Company recorded a non-cash impairment charge to write down goodwill by that amount. The fair value was determined using the income approach. The Company believes the income approach is the most reliable indicator of fair value since it incorporates future estimated revenue and expense for the company that the market approach does not directly incorporate. In addition to future estimated revenue and expenses, the determination of fair value includes a discount rate assumption.

The Company will continue to monitor its goodwill for indicators of impairment including, but not limited to, further declines in the stock price.

Accrued Expenses

12 Months Ended

Dec. 31, 2022

Accrued Expenses [Abstract]

ACCRUED EXPENSES

NOTE 6 - ACCRUED EXPENSES

Accrued expenses consist of the following:

	December 31,		December 31,
	2022		2021
Salaries, payroll taxes and vacation	$	114,030	$	54,229
Merchant card fees		15,062		17,853
Professional fees		25,000		104,500
Management incentives		519,800		285,000
Lease liability		69,402		64,346
Dividends – Series C and F Preferred Stock		48,389		94,933
Inventory in transit		812,970		-
Other		135,837		228,424
Totals	$	1,740,490	$	849,285

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 7 - FAIR VALUE MEASUREMENTS

The fair value of financial instruments is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants. The degree of judgment used in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree to which depends on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy.

Valuation Hierarchy

ASC 820, “Fair Value Measurements and Disclosures,” establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

●

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

●

Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

●

Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.

The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Cash and accounts payable approximate their fair values due to their short maturities. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The Company’s cash equivalents as of December 31, 2022 and 2021 were held in money market funds and are measured utilizing Level 1 valuation inputs.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT

NOTE 8 - DEBT

Paycheck Protection Program

In May 2020, of the Company received loans from Bank of America, NA totaling $0.3 million, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act, which was enacted on March 27, 2020.

The loans were to mature in May 2022, and bore interest at 1.00% per year, payable monthly commencing in November 2020. The Company used the proceeds for payroll, payroll taxes, and group healthcare benefits. Under the terms of the loan agreements, certain amounts of the loans may be forgiven if they are used for qualifying expenses, as described in the loan agreements.

The Company applied for forgiveness of the loans and was notified in March and May 2021 by the Small Business Administration that the repayment of the loans of $0.3 million plus accrued interest of $2,786 had been forgiven. The income from forgiveness of both the loans and accrued interest is included in other income in the Company’s statement of operations for the year ended December 31, 2021.

As of December 31, 2022, the Company had no outstanding debt.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Stockholders’ Equity

12 Months Ended

Dec. 31, 2022

Stockholders’ Equity and Redeemable Preferred Stock [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 9 - STOCKHOLDERS’ EQUITY

September 2021 Offering

On September 15, 2021, the Company sold an aggregate of (i) 2,788,750 shares of common stock, par value $0.0001 per share, and (ii) accompanying warrants to purchase up to an aggregate of 2,788,750 shares of Common Stock, at an exercise price of $4.95 per share, both of which include the underwriter’s full over-allotment option to purchase an additional 363,750 shares of common stock.

The Shares and the Warrants were offered and sold to the public pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-259105), filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on September 14, 2021.

The Warrants were not immediately exercisable, as the Company did not have a sufficient number of shares of Common Stock to reserve for issuance for the Warrants until the date (the “Initial Exercise Date”) that the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the shares of Common Stock so that there were a sufficient number of shares of Common Stock for issuance upon exercise of the Warrants. The Warrants became exercisable on the Initial Exercise Date (the effective date of the reverse stock split) and will terminate five years after the Initial Exercise Date. The exercise price of the Warrants is subject to customary adjustments for stock dividends, stock splits and other subdivisions, combinations, and re-classifications, and was reset on the date of the Company’s reverse stock split to the lower of (i) the closing price per share of the Common Stock immediately prior to the reverse stock split, giving effect to the reverse stock split and (ii) the exercise price then in effect. The Warrants are also exercisable on a cashless basis under certain circumstances, any time after the Initial Exercise Date, pursuant to the formula set forth in the Warrants. On October 15, 2021, after shareholder and Board approval of the reverse stock split, the exercise price for the Warrants was adjusted to $3.956 per share. The reverse stock split and exercise price were retroactively reported in accordance with ASC 260-10-55-12, Restatement of EPS Data.

On the Closing Date, the Company received gross proceeds of approximately $12.5 million, before deducting underwriting discounts and commissions and estimated Offering expenses. The Company has been using the net proceeds from the Offering primarily for new product development, marketing, and working capital.

August 2021 Offering

On August 13, 2021, the Company entered into a securities purchase agreement with institutional accredited investors providing for an aggregate investment of $3,999,999 for the issuance by the Company of (i) 1,333,333 shares of Series F Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series F Preferred Stock”) convertible into shares of common stock, par value $0.0001 per share, of the Company that are issuable upon conversion of shares of Series F Preferred Stock; (ii) warrants, with a term of five and a half years exercisable after February 16, 2022, to purchase an aggregate of up to 666,667 shares of Common Stock at an exercise price of $7.80 per share. The securities issued to the investors were exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder, based on representations made by the investors, their prior relationship with the Company, and the absence of any general solicitation. The Company used the net proceeds from this offering for working capital and liability reduction purposes. As of the year ended December 31, 2021, 1,160,000 shares of Series F preferred stock have been converted into 656,604 shares of Common Stock. On October 15, 2021, after shareholder and Board approval of the reverse stock split, the exercise price for the Warrants was adjusted to $4.95 per share, and was retroactively reported in accordance with ASC 260-10-55-12, Restatement of EPS Data. During 2022 and 2021 the Company recorded Series F Preferred Stock dividends of $28,546 and $20,590, respectively.

February 2021 Offering

On February 2, 2021, the Company closed a registered direct offering and concurrent private placement pursuant to which the Company issued (i) an aggregate of 1,476,016 shares of Series E preferred stock, convertible into up to 295,203 shares of common stock, (ii) common stock purchase warrants to purchase up to 100,000 shares of common stock at an exercise price of $12.30 per share, which were exercisable immediately and had a term of five years, and (iii) common stock purchase warrants to purchase up to 195,203 shares of common stock at an exercise price of $12.30 per share with a term of five and one-half years first exercisable nine months after issuance, for gross proceeds of $4,000,003, before deducting any offering expenses. The Company used the net proceeds from this offering for working capital and liability reduction purposes. In February 2021, 1,476,016 shares of Series E preferred stock were converted into 295,203 shares of common stock. Also, in February 2021 the Company recorded a deemed dividend of $1,480,801 from the beneficial conversion feature associated with the issuance of the Series E convertible preferred stock and warrants.

January 2021 Warrant exchange

On January 8, 2021, the Company entered into a Warrant Amendment and Exercise Agreement (the “Amendment”) with holders (the “Holder”) of a common stock purchase warrant, dated April 4, 2019, previously issued by the Company (the “Original Warrant”).

In consideration for each exercise of the Original Warrant within 45 calendar days of the Amendment, in addition to the issuance of the Warrant shares, the Company agreed to deliver a new warrant to purchase shares of the Company’s common stock equal to the number of Original Warrants that the Holder exercised, at an exercise price of $15.25 per share, which represents the average Nasdaq Official Closing Price of the common stock for the five trading days immediately preceding the date of the Amendment (the “New Warrants”). The Investor held Original Warrants exercisable for up to 246,913 shares of common stock. In the first quarter of 2021, the Investor subsequently exercised all 246,913 Original Warrants within the 45-day period and received 246,913 New Warrants in addition to the Warrant shares. The Company recorded a warrant modification expense of $2,881,729 for the three months ended March 31, 2021, resulting from the issuance of 246,913 replacement warrants with an exercise price of $1.525 for warrants that were exercised during the quarter.

Series C Preferred Stock

In May 2017, the Company authorized Series C Redeemable Preferred Stock. Holders of Series C Preferred Stock are entitled to receive dividends of 15% per year, payable in cash. For each of the years ended December 31, 2022 and 2021 the Company recorded Series C Redeemable Preferred Stock dividends of $300,000. In addition, in 2021 the Company entered into a settlement agreement and paid $540,000 of dividends to settle a lawsuit filed by Giesecke+Devrient Mobile Security America, Inc over the calculation of prior dividends.

The Series C Redeemable Preferred Stock may be redeemed by the Company at the Company’s option in cash at any time, in whole or in part, upon payment of the stated value of the Series C Redeemable Preferred Stock and unpaid dividends. If a “fundamental change” occurs, the Series C Redeemable Preferred Stock shall be immediately redeemed in cash equal to the stated value of the Series C Redeemable Preferred Stock, and unpaid dividends. A fundamental change includes but is not limited to any change in the ownership of at least fifty percent of the voting stock; liquidation or dissolution; or the common stock ceases to be listed on the market upon which it currently trades.

The holders of the Series C Redeemable Preferred Stock are entitled to vote on any matter submitted to the stockholders of the Company for a vote. One share of Series C Redeemable Preferred Stock carries the same voting rights as one share of common stock.

A redeemable equity security is to be classified as temporary equity if it is conditionally redeemable upon the occurrence of an event that is not solely within the control of the issuer. Upon the determination that such events are probable, the equity security would be classified as a liability. Given the Series C Redeemable Preferred Stock contains a fundamental change provision, the security is considered conditionally redeemable. Therefore, the Company has classified the Series C Redeemable Preferred Stock as temporary equity in the balance sheets as of December 31, 2022 and 2021 until such time that events occur that indicate otherwise.

Warrants

The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2022 and 2021:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Aggregate Intrinsic Value
Outstanding and Exercisable at January 1, 2021		1,569,007		$	13.30		4.10	$	10,850,158
Issued		3,897,534		$	5.26		4.77		-
Exercised		(1,002,307	)	$	9.07		-		-
Cancelled		(168,854	)	$	38.32		-		-
Outstanding and Exercisable at December 31, 2021		4,295,380		$	6.02		4.59		-
Outstanding and Exercisable at December 31, 2022		4,295,380		$	6.02		3.60	$	-

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Section 50
-Paragraph 13
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-Name Accounting Standards Codification
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-Paragraph 13
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock Incentive Plans

12 Months Ended

Dec. 31, 2022

Stock Incentive Plans [Abstract]

STOCK INCENTIVE PLANS

NOTE 10 - STOCK INCENTIVE PLANS

2017 Stock Incentive Plan

On August 24, 2017, the Company’s stockholders approved the 2017 Stock Incentive Plan (“2017 SIP”). The aggregate maximum number of shares of common stock that may be issued under the 2017 SIP is limited to 10% of the outstanding shares of common stock, calculated on the first business day of each fiscal year. Under the 2017 SIP, options which are forfeited or terminated, settled in cash in lieu of shares of common stock, or settled in a manner such that shares are not issued, will again immediately become available to be issued. If shares of common stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock will be treated as shares that have been issued under the 2017 SIP and will not again be available for issuance.

During the year ended December 31, 2022, the Company issued 430,339 shares of common stock vesting over periods ranging from 30 to 48 months with an aggregate fair value of $1,331,870 to certain employees as inducement and incentive grants. During the year ended December 31, 2022, the Company also issued 15,559 shares of common stock that fully vested on September 30, 2022, with an aggregate fair value of $17,582 to certain non-employees in lieu of cash payment for services

During the year ended December 31, 2022, a total of 22,101 stock options were granted to two Advisory Board members at strike prices ranging from $1.80 to $1.82 vesting over periods up to one year and a total aggregate fair value of $34,203. The Company issued 47,500 stock options (25,000 of which were forfeited) vesting over four years to employees with an exercise price of $1.09 and 10,900 stock options with 100% cliff vesting in one year to non-employees with a strike price of $1.09 and a total aggregate fair value of $54,233. In addition, 45,875 fully vested stock options were granted to five non-employee Board directors at an exercise price of $1.09. The aggregate fair value of the shares issued to the directors was $72,815. The Company issued 32,500 stock options vesting over four years to employees with an exercise price of $0.76 a total aggregate fair value of $25,462. In addition, 52,840 fully vested stock options were granted to four non-employee Board directors at an exercise price of $0.76. The aggregate fair value of the shares issued to the directors was $40,023.

During the year ended December 31, 2021, the Company issued 13,283 shares of common stock with an aggregate fair value of $80,456 to certain employees related to the Company’s 2019 and 2018 management incentive plan.

During the years ended December 31, 2022, and 2021, the Company accrued $519,800 and $285,000, respectively, of management and employee bonus expense.

2013 Long-Term Stock Incentive Plan

On January 4, 2013, the Company’s stockholders approved the Company’s Long-Term Stock Incentive Plan (“LTIP”). The maximum number of shares of common stock that may be issued under the LTIP, including stock awards, stock issued to the Company’s Board, and stock appreciation rights, is limited to 10% of the common shares outstanding on the first business day of any fiscal year.

During the year ended December 31, 2022, the Company issued 237,500 stock options (50,000 of which were forfeited) vesting over four years to employees with an exercise price of $3.36 and an option for 12,500 shares to a non-employee with a strike price of $2.20 and a total aggregate fair value of $743,310. In addition, 27,276 fully vested stock options were granted to six non-employee Board directors at an exercise price of $2.20. The aggregate fair value of the shares issued to the directors was $51,187.

During the year ended December 31, 2021, the Company issued a total of 36,467 stock options to four non-employee Board directors. The weighted average exercise price of these stock options was approximately $4.39 per share and the stock options were fully vested at the issuance date. The aggregate fair value of the shares issued to the directors was $160,000.

Stock-based Compensation Expense

Total stock-based compensation expense during 2022 and 2021 pertaining to awards under the 2017 SIP and 2013 LTIP amounted to $1,644,269 and $648,957, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 11 - INCOME TAXES

For financial reporting purposes, income before income taxes includes the following components:

	Years Ended December 31
	2022			2021
Loss before income taxes:
United States	$	(6,787,009	)	$	(11,503,620	)
Foreign		-			-
Loss before income taxes:	$	(6,787,009	)	$	(11,503,620	)

The expense for income taxes consists of:

	Years Ended December 31
	2022		2021
Current:
Federal	$	-	$	-
State		13,859		9,007
Foreign		-		-
		13,859		9,007
Deferred:

Federal		36,527		69,117
State		87,570		126,145
Foreign		-		-
		124,097		195,262
Total tax expense	$	137,956	$	204,269

Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows:

	Years Ended December 31
	2022			2021

Provision at Federal Statutory Rate		21.00	%		21.00	%
State Income Taxes		-1.22	%		-0.94	%
Warrant Modification Expense		0.00	%		-5.26	%
Other Permanent Tax Adjustments		-0.59	%		0.63	%
Change in Federal Valuation Allowance		-16.74	%		-14.34	%
Shortfalls on Stock Based Compensation		-4.49	%		0.00	%
Prior Period Adjustments		0.02	%		-2.86	%
Provision for Income Taxes		-2.02	%		-1.77	%

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of all of the deferred tax assets and has therefore established a full valuation allowance. The valuation allowance increased by $1.7 million for the year ended December 31, 2022, compared to the increase of $2.9 million for the year ended December 31, 2021.

The significant components of the Company's deferred tax assets and liabilities are as follows:

	As of December 31,
	2022			2021
Deferred Tax Assets
Net operating loss carryforwards	$	13,716,239		$	12,268,170
Tax credits		205,028			205,028
Lease liabilities		54,558			71,309
Accruals and reserves		173,247			105,394
Capital loss carryforwards		2,678,907			2,678,907
Capitalized research costs		587,202			-
Intangible assets		508,057			457,935
Stock compensation		179,105			227,190
Federal effect of state taxes		44,880			26,490
Other		4,533			9,145
Total deferred tax assets		18,151,756			16,049,568
Less: Valuation allowance		(17,343,925	)		(15,675,392	)
Total deferred tax assets, net of valuation allowance		807,831			374,176

Deferred Tax Liabilities
ROU assets		(52,485	)		(69,736	)
Taxable goodwill		(790,527	)		(500,073	)
Fixed assets		(284,921	)		-
Total deferred tax liabilities		(1,127,933	)		(569,809	)
Net deferred tax liability	$	(320,102	)	$	(195,633	)

The net deferred tax liability as of December 31, 2022, and 2021 principally relates to our goodwill deferred tax liability, which has an indefinite reversal pattern. This deferred tax liability only partially serves as source of income for the realization of deferred tax assets with an indefinite loss carryforward period.

As of December 31, 2022, the Company had US federal and state net operating loss (“NOLs”) carryovers of $53.1 million and $56.1 million respectively. Federal and state NOL’s generated through December 31, 2017, are available to offset future taxable income, which expire beginning in 2032. Federal NOLs generated for years starting after December 31, 2017, are available to offset future taxable income indefinitely. State NOLs generated for years starting after December 31, 2017, that are available to offset future taxable income indefinitely vary by state. The Company has Federal Capital loss carryovers of $11.8 million at December 31, 2022, which expire in 2024. The Company also has state Capital loss carryovers of $0.2 million at December 31, 2022, which begin to expire in 2024, and have no carryback period. In addition, the Company had tax credit carryforwards of $0.2 million at December 31, 2022, that will be available to reduce future tax liabilities. The tax credit carryforwards will begin to expire beginning in 2032.

In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change of control. The Company has not determined whether a change of control has occurred as of December 31, 2022, with respect to the Nxt-ID NOLs and therefore no limitation under Section 382 has been computed. Management will review for such limitations before any of the LogicMark NOLs are utilized against future taxable income.

The Company has no material uncertain tax positions for any of the reporting periods presented. No interest or penalty expense was recorded during the year or has been accrued as of December 31, 2022, or 2021. The Company does not expect any material changes to any uncertain tax positions in the next twelve months. The Company has filed all of its tax returns for all prior periods through December 31, 2021, and intends to timely file the income tax returns for the period ending December 31, 2022.

The Company is subject to taxation in the United States and various states. As of December 31, 2022, the Company is not under examination by any taxing authority, however all of the Company's U.S. and state income tax returns remain open to examination.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12 - COMMITMENTS AND CONTINGENCIES

LEGAL MATTERS

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of our business. Other than the above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of our subsidiaries, threatened against or affecting our company, or any of our subsidiaries in which an adverse decision could have a material adverse effect upon our business, operating results, or financial condition.

COMMITMENTS

The Company leases office space and equipment, in the U.S., which is classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at the lease inception. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate lease, which is for office space and a fulfillment center, with a lease term of 5 years expiring in August 2025. The Company also leases a copier with a lease term of 5 years, ending August 2023. The Company has elected to account for the lease and non-lease components (insurance and property taxes) as a single lease component for its real estate leases. Lease payments, which includes lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.

The Company’s lease agreements generally do not specify an implicit borrowing rate, and as such, the Company uses its incremental borrowing rate to calculate the present value of the future lease payments. The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams. The Company entered into a new five-year lease agreement in June 2020 for new warehouse space located in Louisville, Kentucky. The Right of Use (ROU) asset value added as a result of this new lease agreement was $279,024. The Company’s ROU asset and lease liability accounts reflect the inclusion of this lease in the Company’s balance sheet as of December 31, 2022. The current monthly rent of $6,400 commenced in September 2022 and increases approximately 3% annually thereafter.

The Company’s lease agreements include options for the Company to either renew or early terminate the lease. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including significance of leasehold improvements on the property, whether the asset is difficult to replace, or specific characteristics unique to the lease that would make it reasonably certain that the Company would exercise the option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company and thus not included in the Company’s ROU asset and lease liability.

For the year ended December 31, 2022, total operating lease cost was $101,451 and is recorded in direct operating costs and general and administrative expenses, dependent on the nature of the leased asset. The operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under the non-cancelable lease for each of the next three years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate lease, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities, and (iii) the lease-related account balances on the Company’s balance sheet as of December 31, 2022:

Year Ending December 31,
2023	$	89,724
2024		80,000
2025		54,400
Total future minimum lease payments	$	224,124
Less imputed interest		(34,560	)
Total present value of future minimum lease payments	$	189,564

As of December 31, 2022
Operating lease right-of-use assets	$	182,363

Other accrued expenses	$	69,402
Other long-term liabilities		120,162
	$	189,564

As of December 31, 2022

Weighted Average Remaining Lease Term	2.54
Weighted Average Discount Rate	12.92	%

Subsequent Event

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13 - SUBSEQUENT EVENTS

On January 25, 2023, the Company closed a firm commitment public offering (the “January Offering”) pursuant to which the Company issued (i) 10,585,000 units consisting of 10,585,000 shares of Common Stock and 10,585,000 common stock purchase warrants exercisable at $0.371 per share, subject to certain adjustments, to purchase up to an aggregate of 15,877,500 shares of Common Stock and (ii) 3,440,000 pre-funded units of the Company, consisting of 3,440,000 pre-funded common stock purchase warrants exercisable at $0.001 per share, subject to certain adjustments and 3,440,000 warrants to purchase up to an aggregate of 5,160,000 shares of Common Stock and (iii) 815,198 additional warrants to purchase up to 1,222,797 shares of Common Stock, which additional warrants were issued upon the partial exercise by the underwriters of their over-allotment option, pursuant to an underwriting agreement, dated as of January 23, 2023 between the Company and Maxim Group LLC, as representative of the underwriters. The January Offering resulted in gross proceeds to the Company of approximately $5.2 million, before deducting underwriting discounts and commissions of 7% of the gross proceeds (3.5% of the gross proceeds in the case of certain identified investors) and estimated January Offering expenses.

On March 7, 2023, the Company held the Special Meeting of its stockholders who approved, among other things, the ability of the Board to effect a reverse split of our outstanding common stock in the range of one-for-five to one-for-twenty for the sole purpose of regaining compliance with the Minimum Bid Price Requirement, and we filed a definitive proxy statement with the SEC on January 31, 2023 regarding the Special Meeting, as revised by the definitive revised materials filing made with the SEC on February 2, 2023.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

RESTRICTED CASH

RESTRICTED CASH

CONCENTRATIONS OF CREDIT RISK

CONCENTRATIONS OF CREDIT RISK

RESEARCH AND DEVELOPMENT AND PRODUCT DEVELOPMENT COSTS

REVENUE RECOGNITION

SALES TO DISTRIBUTORS AND RESELLERS

SALES TO DISTRIBUTORS AND RESELLERS

SHIPPING AND HANDLING

SHIPPING AND HANDLING

ACCOUNTS RECEIVABLE - NET

ACCOUNTS RECEIVABLE - NET

INVENTORY

INVENTORY

For the years ended December 31, 2022, and 2021, the Company wrote down inventory totaling zero and $0.3 million, respectively.

LONG-LIVED ASSETS

LONG-LIVED ASSETS

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

Equipment		5 years
Furniture and fixtures		3 to 5 years
Website and other		3 years

GOODWILL

GOODWILL

OTHER INTANGIBLE ASSETS

OTHER INTANGIBLE ASSETS

INCOME TAXES

INCOME TAXES

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS PER SHARE

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS PER SHARE

RESEARCH AND DEVELOPMENT AND PRODUCT DEVELOPMENT COSTS

RESEARCH AND DEVELOPMENT AND PRODUCT DEVELOPMENT COSTS

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

upon adoption.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of property and equipment

Equipment		5 years
Furniture and fixtures		3 to 5 years
Website and other		3 years

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Accrued Expenses [Abstract]

Schedule of accrued expenses

	December 31,		December 31,
	2022		2021
Salaries, payroll taxes and vacation	$	114,030	$	54,229
Merchant card fees		15,062		17,853
Professional fees		25,000		104,500
Management incentives		519,800		285,000
Lease liability		69,402		64,346
Dividends – Series C and F Preferred Stock		48,389		94,933
Inventory in transit		812,970		-
Other		135,837		228,424
Totals	$	1,740,490	$	849,285

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders’ Equity and Redeemable Preferred Stock [Abstract]

Schedule of warrants outstanding and exercisable

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Aggregate Intrinsic Value
Outstanding and Exercisable at January 1, 2021		1,569,007		$	13.30		4.10	$	10,850,158
Issued		3,897,534		$	5.26		4.77		-
Exercised		(1,002,307	)	$	9.07		-		-
Cancelled		(168,854	)	$	38.32		-		-
Outstanding and Exercisable at December 31, 2021		4,295,380		$	6.02		4.59		-
Outstanding and Exercisable at December 31, 2022		4,295,380		$	6.02		3.60	$	-

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of income before income taxes

	Years Ended December 31
	2022			2021
Loss before income taxes:
United States	$	(6,787,009	)	$	(11,503,620	)
Foreign		-			-
Loss before income taxes:	$	(6,787,009	)	$	(11,503,620	)

Schedule of income tax (benefit) provision

	Years Ended December 31
	2022		2021
Current:
Federal	$	-	$	-
State		13,859		9,007
Foreign		-		-
		13,859		9,007
Deferred:

Federal		36,527		69,117
State		87,570		126,145
Foreign		-		-
		124,097		195,262
Total tax expense	$	137,956	$	204,269

Schedule of reconciliation of effective income tax rate and statutory federal income tax rate

	Years Ended December 31
	2022			2021

Provision at Federal Statutory Rate		21.00	%		21.00	%
State Income Taxes		-1.22	%		-0.94	%
Warrant Modification Expense		0.00	%		-5.26	%
Other Permanent Tax Adjustments		-0.59	%		0.63	%
Change in Federal Valuation Allowance		-16.74	%		-14.34	%
Shortfalls on Stock Based Compensation		-4.49	%		0.00	%
Prior Period Adjustments		0.02	%		-2.86	%
Provision for Income Taxes		-2.02	%		-1.77	%

Schedule of deferred tax assets and liabilities

	As of December 31,
	2022			2021
Deferred Tax Assets
Net operating loss carryforwards	$	13,716,239		$	12,268,170
Tax credits		205,028			205,028
Lease liabilities		54,558			71,309
Accruals and reserves		173,247			105,394
Capital loss carryforwards		2,678,907			2,678,907
Capitalized research costs		587,202			-
Intangible assets		508,057			457,935
Stock compensation		179,105			227,190
Federal effect of state taxes		44,880			26,490
Other		4,533			9,145
Total deferred tax assets		18,151,756			16,049,568
Less: Valuation allowance		(17,343,925	)		(15,675,392	)
Total deferred tax assets, net of valuation allowance		807,831			374,176

Deferred Tax Liabilities
ROU assets		(52,485	)		(69,736	)
Taxable goodwill		(790,527	)		(500,073	)
Fixed assets		(284,921	)		-
Total deferred tax liabilities		(1,127,933	)		(569,809	)
Net deferred tax liability	$	(320,102	)	$	(195,633	)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies [Abstract]

Schedule of future lease obligation

Year Ending December 31,
2023	$	89,724
2024		80,000
2025		54,400
Total future minimum lease payments	$	224,124
Less imputed interest		(34,560	)
Total present value of future minimum lease payments	$	189,564

Schedule of lease expense

As of December 31, 2022
Operating lease right-of-use assets	$	182,363

Other accrued expenses	$	69,402
Other long-term liabilities		120,162
	$	189,564

As of December 31, 2022

Weighted Average Remaining Lease Term	2.54
Weighted Average Discount Rate	12.92	%

Liquidity and Management Plans (Details) - USD ($)		12 Months Ended
Liquidity and Management Plans (Details) - USD ($)	Jan. 25, 2023	Dec. 31, 2022	Dec. 31, 2021
Liquidity and Management Plans (Details) [Line Items]
Operating loss		$ 6,906,492
Net loss		6,924,965
Cash and cash equivalents		6,977,114
Working capital		$ 7,120,463	$ 13,098,049
Subsequent Event [Member]
Liquidity and Management Plans (Details) [Line Items]
Gross proceeds	$ 5,200,000

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 18
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4613673-111683

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.13)
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

+ Details

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash equivalents	$ 6,619,483
Restricted cash	59,988	210,131
Freight charges	573,765	492,566
Allowance for doubtful accounts	400	5,400
Inventory finished goods	600,000
Inventory finished goods	1,200,000
Inventory finished goods		1,200,000
Total inventory	0	300,000
Prepaid expenses and other current assets	10,000.00	600,000
Amortization expense	776,793	$ 761,815
Amortization expense estimated per year	762,000
Amortization expense estimated for the fourth year	762,000
Amortization expense estimated for the fifth year	762,000
Amortization expense estimated each year	$ 762,000
Stock options purchase (in Shares)	525,000	36,467
Product development costs	$ 1,025,691
Amortization costs	$ 15,000
Warrant [Member]
Accounting Policies [Abstract]
Warrants purchase (in Shares)	4,295,380	4,295,380
Logic Mark [Member] \| Patents [Member]
Accounting Policies [Abstract]
Intangible assets of patents	$ 1,692,743	$ 2,072,984
Other intangible assets, estimated useful lives	11 years
Logic Mark [Member] \| Trademarks [Member]
Accounting Policies [Abstract]
Intangible assets trademarks	$ 851,539	915,619
Other intangible assets, estimated useful lives	20 years
Logic Mark [Member] \| Customer Relationships [Member]
Accounting Policies [Abstract]
Intangible assets customer relationships	$ 1,155,572	$ 1,488,044
Other intangible assets, estimated useful lives	10 years

Summary of Significant Accounting Policies (Details) - Schedule of property and equipment	12 Months Ended
	Dec. 31, 2022
Equipment [Member]
Accounting Policies [Abstract]
Estimated useful life	5 years
Furniture and Fixtures [Member] \| Minimum [Member]
Accounting Policies [Abstract]
Estimated useful life	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Accounting Policies [Abstract]
Estimated useful life	5 years
Website and other [Member]
Accounting Policies [Abstract]
Estimated useful life	3 years

Goodwill Impairment (Details) $ in Millions	12 Months Ended
Goodwill Impairment (Details) $ in Millions	Dec. 31, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 4.5

Accrued Expenses (Details) - Schedule of accrued expenses - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Accrued Expenses Abstract
Salaries, payroll taxes and vacation	$ 114,030	$ 54,229
Merchant card fees	15,062	17,853
Professional fees	25,000	104,500
Management incentives	519,800	285,000
Lease liability	69,402	64,346
Dividends – Series C and F Preferred Stock	48,389	94,933
Inventory in transit	812,970
Other	135,837	228,424
Totals	$ 1,740,490	$ 849,285

Debt (Details) - USD ($)			12 Months Ended
Debt (Details) - USD ($)	Mar. 31, 2021	May 31, 2020	Dec. 31, 2022	May 31, 2022
Debt Disclosure [Abstract]
Received loans from bank		$ 300,000
Interest				1.00%
Small business administration	$ 300,000
Accrued interest	$ 2,786
Outstanding debt

Stockholders’ Equity (Details) - USD ($)			1 Months Ended			3 Months Ended	12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Oct. 15, 2021	Feb. 02, 2021	Sep. 15, 2021	Feb. 28, 2021	May 31, 2017	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Aug. 13, 2021
Stockholders’ Equity (Details) [Line Items]
Common stock, par value (in Dollars per share)							$ 0.0001	$ 0.0001
Gross proceeds (in Dollars)								$ 12,500,000
Investment (in Dollars)									$ 3,999,999
Preferred stock, par value (in Dollars per share)							$ 0.0001	$ 0.0001
Deemed dividend (in Dollars)
Modification expense (in Dollars)						$ 2,881,729
Replacement warrants shares						246,913
Exercise price per share (in Dollars per share)						$ 1.525
Settlement agreement paid amount (in Dollars)								$ 540,000
Voting rights, description							One share of Series C Redeemable Preferred Stock carries the same voting rights as one share of common stock.
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate of purchase shares								13,283
Converted into shares of common stock								(295,203)
Series F Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock, par value (in Dollars per share)							$ 0.0001	$ 0.0001
Preferred stock dividends (in Dollars)							$ 28,546	$ 20,590
Series C Redeemable Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock dividends (in Dollars)							$ 300,000	$ 300,000
Cumulative dividends rate					15.00%
September 2021 Offering [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate of sale, shares			2,788,750
Common stock, par value (in Dollars per share)			$ 0.0001
Aggregate of purchase shares			2,788,750
Exercise price per share (in Dollars per share)			$ 4.95
Additional shares of common stock			363,750
Warrant exercise price (in Dollars per share)	$ 3.956
August 2021 Offering [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, par value (in Dollars per share)									$ 0.0001
Shares issued									1,333,333
Preferred stock, par value (in Dollars per share)									$ 0.0001
Common stock, shares issued								656,604	666,667
Common stock exercise price per share (in Dollars per share)									$ 7.8
Preferred stock, shares issued								1,160,000
Warrants per share (in Dollars per share)	$ 4.95
February 2021 Offering [Member]
Stockholders’ Equity (Details) [Line Items]
Issuance of Series E Preferred stock, net		1,476,016		1,476,016
Converted into shares of common stock				295,203
Registered direct offering, description		(ii) common stock purchase warrants to purchase up to 100,000 shares of common stock at an exercise price of $12.30 per share, which were exercisable immediately and had a term of five years, and (iii) common stock purchase warrants to purchase up to 195,203 shares of common stock at an exercise price of $12.30 per share with a term of five and one-half years first exercisable nine months after issuance, for gross proceeds of $4,000,003, before deducting any offering expenses.
Deemed dividend (in Dollars)				$ 1,480,801
February 2021 Offering [Member] \| Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Converted into shares of common stock		295,203
January 2021 Warrant exchange [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares issued						246,913
Common stock exercise price per share (in Dollars per share)						$ 15.25
Original warrants						246,913
Addition of warrants						246,913

Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants, Outstanding	4,295,380	1,569,007
Number of Warrants, Issued		3,897,534
Number of Warrants, Exercised		(1,002,307)
Number of Warrants, Cancelled		(168,854)
Number of Warrants, Outstanding	4,295,380	4,295,380
Weighted Average Exercise Price [Member]
Class of Warrant or Right [Line Items]
Weighted Average Exercise Price, Outstanding	$ 6.02	$ 13.3
Weighted Average Exercise Price, Issued		5.26
Weighted Average Exercise Price, Exercised		9.07
Weighted Average Exercise Price, Cancelled		38.32
Weighted Average Exercise Price, Outstanding	$ 6.02	$ 6.02
Weighted Average Remaining Life In Years [Member]
Class of Warrant or Right [Line Items]
Weighted Average Remaining Life In Years, Outstanding		4 years 1 month 6 days
Weighted Average Remaining Life In Years, Issued		4 years 9 months 7 days
Weighted Average Remaining Life In Years, Exercised
Weighted Average Remaining Life In Years, Cancelled
Weighted Average Remaining Life In Years, Outstanding	3 years 7 months 6 days	4 years 7 months 2 days
Aggregate Intrinsic Value [Member]
Class of Warrant or Right [Line Items]
Aggregate Intrinsic Value, Outstanding		$ 10,850,158
Aggregate Intrinsic Value, Issued
Aggregate Intrinsic Value, Exercised
Aggregate Intrinsic Value, Cancelled
Aggregate Intrinsic Value, Outstanding

Stock Incentive Plans (Details) - USD ($)		1 Months Ended	12 Months Ended
Stock Incentive Plans (Details) - USD ($)	Jan. 04, 2013	Aug. 24, 2017	Dec. 31, 2022	Dec. 31, 2021
Stock Incentive Plans (Details) [Line Items]
Shares issued to stock options			32,500
Common Stock [Member]
Stock Incentive Plans (Details) [Line Items]
Shares issued to the directors				266,560
2017 Stock Incentive Plan [Member]
Stock Incentive Plans (Details) [Line Items]
Common shares outstanding, percentage		10.00%	100.00%
Number of options vested			52,840
Stock fair value (in Dollars)			$ 1,331,870	$ 17,582
Number of stock options vested			15,559
Stock option granted			22,101
Aggregate fair value (in Dollars)			$ 34,203
Shares issued to stock options			47,500
Stock options forfeited			25,000
Stock options vesting term			4 years
Exercise price (in Dollars per share)			$ 0.76
Forfeited shares			10,900
Aggregate fair value (in Dollars)			$ 25,462	$ 80,456
Vested stock options shares			45,875
Fair value issued to directors (in Dollars)			$ 72,815
Shares issued to the directors			40,023
Common stock, issued				13,283
Employee bonus expense (in Dollars)			$ 519,800	$ 285,000
Total stock-based compensation expense (in Dollars)			$ 1,644,269
2017 Stock Incentive Plan [Member] \| Common Stock [Member]
Stock Incentive Plans (Details) [Line Items]
Number of options vested			430,339
2017 Stock Incentive Plan [Member] \| Minimum [Member]
Stock Incentive Plans (Details) [Line Items]
Strike price (in Dollars per share)			$ 1.8
2017 Stock Incentive Plan [Member] \| Maximum [Member]
Stock Incentive Plans (Details) [Line Items]
Strike price (in Dollars per share)			$ 1.82
2017 Stock Incentive Plan [Member] \| Stock Options [Member]
Stock Incentive Plans (Details) [Line Items]
Stock options vesting term			4 years
Exercise price (in Dollars per share)			$ 1.09
Aggregate fair value (in Dollars)			$ 54,233
2017 Stock Incentive Plan [Member] \| Number of Employees, Total [Member]
Stock Incentive Plans (Details) [Line Items]
Shares issued to stock options			1.09
Number of shares option			1.09
2017 Stock Incentive Plan [Member] \| Number of Employees, Total [Member] \| Stock Options [Member]
Stock Incentive Plans (Details) [Line Items]
Exercise price (in Dollars per share)			$ 0.76
2013 Long-Term Stock Incentive Plan [Member]
Stock Incentive Plans (Details) [Line Items]
Total stock-based compensation expense (in Dollars)				$ 648,957
2013 Long-Term Stock Incentive Plan [Member] \| Number of Employees, Total [Member]
Stock Incentive Plans (Details) [Line Items]
Common shares outstanding, percentage	10.00%
Stock options vesting term			4 years
Forfeited shares			50,000
Number of shares option			12,500	36,467
Vested stock options shares			27,276
Share issued			237,500
Exercise price (in Dollars per share)			$ 3.36	$ 4.39
Strike price (in Dollars per share)			$ 2.2
Aggregate fair value (in Dollars)			$ 743,310
Directors exercise price (in Dollars per share)			$ 2.2
Aggregate fair value (in Dollars)			$ 51,187
Aggregate fair value of the shares (in Dollars)				$ 160,000

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Taxes (Details) [Line Items]
Valuation allowance increased	$ 1,700,000	$ 2,900,000
Capital loss carryovers	2,678,907	$ 2,678,907
Tax credit carryforwards	200,000
Federal [Member]
Income Taxes (Details) [Line Items]
Net operating loss carryovers	53,100,000
Capital loss carryovers	11,800,000
State [Member]
Income Taxes (Details) [Line Items]
Net operating loss carryovers	56,100,000
Capital loss carryovers	$ 200,000

Income Taxes (Details) - Schedule of income before income taxes - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Loss before income taxes:
Loss before income taxes	$ (6,787,009)	$ (11,503,620)
United States [Member]
Loss before income taxes:
Loss before income taxes	(6,787,009)	(11,503,620)
Foreign [Member]
Loss before income taxes:
Loss before income taxes

Income Taxes (Details) - Schedule of income tax (benefit) provision - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal
State	13,859	9,007
Foreign
Total Current income tax provision from continuing operations	13,859	9,007
Federal	36,527	69,117
State	87,570	126,145
Foreign
Total Deferred income tax (benefit) from continuing operations	124,097	195,262
Total tax expense	$ 137,956	$ 204,269

Income Taxes (Details) - Schedule of reconciliation of effective income tax rate and statutory federal income tax rate	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of reconciliation of effective income tax rate and statutory federal income tax rate [Abstract]
Provision at Federal Statutory Rate	21.00%	21.00%
State Income Taxes	(1.22%)	(0.94%)
Warrant Modification Expense	0.00%	(5.26%)
Other Permanent Tax Adjustments	(0.59%)	0.63%
Change in Federal Valuation Allowance	(16.74%)	(14.34%)
Shortfalls on Stock Based Compensation	(4.49%)	0.00%
Prior Period Adjustments	0.02%	(2.86%)
Provision for Income Taxes	(2.02%)	(1.77%)

Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets
Net operating loss carryforwards	$ 13,716,239	$ 12,268,170
Tax credits	205,028	205,028
Lease liabilities	54,558	71,309
Accruals and reserves	173,247	105,394
Capital loss carryforwards	2,678,907	2,678,907
Capitalized research costs	587,202
Intangible assets	508,057	457,935
Stock compensation	179,105	227,190
Federal effect of state taxes	44,880	26,490
Other	4,533	9,145
Total deferred tax assets	18,151,756	16,049,568
Less: Valuation allowance	(17,343,925)	(15,675,392)
Total deferred tax assets, net of valuation allowance	807,831	374,176
Deferred Tax Liabilities
ROU assets	(52,485)	(69,736)
Taxable goodwill	(790,527)	(500,073)
Fixed assets	(284,921)
Total deferred tax liabilities	(1,127,933)	(569,809)
Net deferred tax liability	$ (320,102)	$ (195,633)

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Real estate lease term, description		The Company’s real estate lease, which is for office space and a fulfillment center, with a lease term of 5 years expiring in August 2025. The Company also leases a copier with a lease term of 5 years, ending August 2023.
Lease agreement amount		$ 182,363	$ 248,309
Monthly rent	$ 6,400
Increasing annual rent, percentage	3.00%
Operating lease cost		101,451
ROU [Member]
Commitments and Contingencies (Details) [Line Items]
Lease agreement amount		$ 279,024

Commitments and Contingencies (Details) - Schedule of future lease obligation	Dec. 31, 2022 USD ($)
Schedule Of Future Lease Obligation Abstract
2023	$ 89,724
2024	80,000
2025	54,400
Total future minimum lease payments	224,124
Less imputed interest	(34,560)
Total present value of future minimum lease payments	$ 189,564

Commitments and Contingencies (Details) - Schedule of lease expense - Operating Expense [Member]	Dec. 31, 2022 USD ($)
Commitments and Contingencies (Details) - Schedule of lease expense [Line Items]
Operating lease right-of-use assets	$ 182,363
Other accrued expenses	69,402
Other long-term liabilities	120,162
Total	$ 189,564
Weighted Average Remaining Lease Term	2 years 6 months 14 days
Weighted Average Discount Rate	12.92%

Subsequent Event (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions	Jan. 25, 2023 USD ($) $ / shares shares
Subsequent Event (Details) [Line Items]
Issued shares	10,585,000
Shares of common stock	10,585,000
Purchase of warrants	10,585,000
Exercisable price per share (in Dollars per share) \| $ / shares	$ 0.371
Subject to certain adjustments	15,877,500
Shares unit	3,440,000
Common stock purchase warrants	3,440,000
Warrant price per share (in Dollars per share) \| $ / shares	$ 0.001
Warrants to purchase shares	3,440,000
Aggregate shares	5,160,000
Additional shares	815,198
Additional shares of warrants	1,222,797
Gross proceeds (in Dollars) \| $	$ 5.2
Underwriting discounts percentage	7.00%
Percentage of gross proceeds	3.50%