0001213900-23-085106 | 10-Q | XBRL Viewer

Stock Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended				9 Months Ended
	Mar. 07, 2023	Mar. 31, 2022	Jan. 04, 2013	Aug. 24, 2017	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Stock Incentive Plans (Details) [Line Items]
Share issued	68,723				198,753				198,753
Common shares outstanding, percentage						100.00%
Number of options vested						1,125	1,106	1,364
Stock options vesting term								4 years
Aggregate fair value (in Dollars)								$ 700
Unrecognised compensation cost (in Dollars)									$ 46	$ 100
Stock options forfeited					1,500				1,500
Forfeited shares							250
Exercise price (in Dollars per share)		$ 67.2						$ 67.2
Option shares		625						625
Strike price (in Dollars per share)						$ 21.8		$ 44
Stock-based compensation expense (in Dollars)						$ 500				1,200
Stock Incentive Plan 2023 [Member]
Stock Incentive Plans (Details) [Line Items]
Common shares outstanding, percentage	15.00%
Number of options vested					9,900				3,125
Stock options vesting term					4 years				4 years
Exercise of strike price (in Dollars per share)					$ 3.03				$ 2.92
Unrecognised compensation cost (in Dollars)									$ 8
Forfeited shares									750
Stock Incentive Plan 2017 [Member]
Stock Incentive Plans (Details) [Line Items]
Common shares outstanding, percentage				10.00%
Stock options vesting term									4 years
Exercise of strike price (in Dollars per share)									$ 3.8
Aggregate fair value (in Dollars)							$ 18	$ 1,300
Unrecognised compensation cost (in Dollars)										$ 400
Stock options issued							778
Forfeited shares						1,250				1,250
Long-Term Stock Incentive Plan 2013 [Member]
Stock Incentive Plans (Details) [Line Items]
Unrecognised compensation cost (in Dollars)									$ 300
Forfeited shares									1,250
Exercise price (in Dollars per share)		$ 0.4				$ 21.8		$ 0.4		$ 21.8
Option shares						545				545
Number of shares option								1.2
Minimum [Member]
Stock Incentive Plans (Details) [Line Items]
Strike price (in Dollars per share)							$ 36
Minimum [Member] \| Stock Incentive Plan 2023 [Member]
Stock Incentive Plans (Details) [Line Items]
Number of options vested					2,000
Minimum [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans (Details) [Line Items]
Stock options vesting term									4 years
Aggregate fair value (in Dollars)									$ 11
Maximum [Member]
Stock Incentive Plans (Details) [Line Items]
Strike price (in Dollars per share)							$ 36.4
Maximum [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans (Details) [Line Items]
Number of options vested									10,528
Exercise of strike price (in Dollars per share)									$ 3.8
Aggregate fair value (in Dollars)									$ 35
Common Stock [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans (Details) [Line Items]
Number of options vested								21,517
Share-Based Payment Arrangement, Tranche One [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans (Details) [Line Items]
Common stock vesting period		30 months
Share-Based Payment Arrangement, Tranche Two [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans (Details) [Line Items]
Common stock vesting period		48 months
Board of Directors [Member]
Stock Incentive Plans (Details) [Line Items]
Aggregate fair value (in Dollars)							$ 34	$ 51
Exercise price (in Dollars per share)		$ 44						$ 44
Board of Directors [Member] \| Stock Incentive Plan 2023 [Member]
Stock Incentive Plans (Details) [Line Items]
Number of options vested					10,275
Exercise of strike price (in Dollars per share)					$ 3.03				$ 2.92
Aggregate fair value (in Dollars)									$ 46
Board of Directors [Member] \| Long-Term Stock Incentive Plan 2013 [Member]
Stock Incentive Plans (Details) [Line Items]
Common shares outstanding, percentage			10.00%
Number of options vested						2,294
Stock options vesting term						4 years
Aggregate fair value (in Dollars)						$ 54
Stock options issued								11,875
Exercise price (in Dollars per share)						$ 21.8				$ 21.8
Aggregate fair value (in Dollars)									$ 73

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE CONDENSED 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 condensed 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 condensed 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 approximates fair value. The Company had cash equivalents of $6.2 million and $6.6 million as of September 30, 2023 and December 31, 2022, respectively.

RESTRICTED CASH

Restricted cash includes amounts held as collateral for company credit cards. Restricted cash included in Cash, Cash Equivalents and Restricted Cash, as presented on the Condensed Statements of Cash Flows amounted to $60 thousand as of September 30, 2023 and December 31, 2022.

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, to distributors or direct bulk sales to the United States Veterans Health Administration. 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 title 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 payments are mostly prepaid, or in limited cases, due Net 30 days after the invoice date. The majority of prepaid contracts are with the United States Veterans Health Administration, which consists of the majority of the Company’s revenues. 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 title 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 three and nine months ended September 30, 2023 and 2022, none of our sales were recognized over time.

SALES TO DISTRIBUTORS AND RETAILERS

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 September 30, 2023 and December 31, 2022.

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 $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, and $0.3 million and $0.5 million, respectively, for the three and nine months ended September 30, 2022.

ACCOUNTS RECEIVABLE - NET

For the three and nine months ended September 30, 2023 and 2022, the Company’s revenues were primarily the result of shipments to VA hospitals and clinics, which are made in most cases on a prepaid basis. The Company also sells its products to distributors and retailers, typically providing customers with modest trade credit terms. Sales made to distributors and retailers are done 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 September 30, 2023 and December 31, 2022, the allowance for doubtful accounts was immaterial.

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 September 30, 2023, inventory was comprised of $0.8 million and $0.2 million, in finished goods on hand and inventory in-transit from vendors, respectively. 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.

The Company is required to partially prepay for inventory with certain vendors. As of September 30, 2023 and December 31, 2022, $0.5 million and $0.01 million of prepayments made for inventory, respectively, 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 intangible assets 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 equipment, furniture, fixtures, website and other 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). As of September 30, 2023, no indicators of impairment were noted.

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 Condensed Balance Sheets as of September 30, 2023 and December 31, 2022.

As of September 30, 2023, the other intangible assets are comprised of patents of $1.4 million; trademarks of $0.8 million; and customer relationships of $0.9 million. As of December 31, 2022, the other intangible assets are comprised of patents of $1.7 million; trademarks of $0.9 million; and customer relationships of $1.2 million. 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 three and nine months ended September 30, 2023, the Company had amortization expense of $0.2 million and $0.6 million, respectively. During the three and nine months ended September 30, 2022, the Company had amortization expense of $0.2 million and $0.6 million, respectively.

As of September 30, 2023, total amortization expense estimated for the remainder of fiscal year 2023 is $0.2 million. Amortization expense estimated for 2024 and 2025 is expected to be approximately $0.8 million per year, $0.6 million for 2026, $0.3 million for 2027, and approximately $0.5 million thereafter.

STOCK BASED COMPENSATION

The Company accounts for stock 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 STOCKHOLDERS PER SHARE

Basic net loss attributable to common stockholders per share (“Basic net loss per share”) was computed using the weighted average number of common shares outstanding. Diluted net loss applicable to common stockholders 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 59,728 shares of common stock and warrants to purchase 1,253,985 shares of common stock as of September 30, 2023, 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 22,233 shares of common stock and warrants to purchase 214,769 shares of common stock as of September 30, 2022, 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 three months ended September 30, 2023, the Company did not capitalize any product development. For the nine months ended September 30, 2023, the Company capitalized $0.5 million of such product development costs. For the three and nine months ended September 30, 2023, the Company capitalized $0.5 million and $0.7 million of such software development costs, respectively. For the three and nine months ended September 30, 2022, the Company capitalized $0.1 million and $0.2 million of such product development costs, respectively. For the three and nine months ended September 30, 2022, the Company capitalized $0.1 million and $0.2 million of such software development costs, respectively. Cumulatively, as of September 30, 2023 and December 31, 2022, approximately $0.9 million and $0.3 million, respectively, of capitalized product and software development costs arose from expenditures to a company considered to be a related party since it is controlled by the Company’s Vice-President of Engineering.

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 condensed financial statements upon adoption.

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 07, 2023
Document Information Line Items
Entity Registrant Name	LogicMark, Inc.
Trading Symbol	LGMK
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		1,419,017
Amendment Flag	false
Entity Central Index Key	0001566826
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-36616
Entity Incorporation, State or Country Code	NV
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

Stockholders’ Equity and Redeemable Preferred Stock

9 Months Ended

Sep. 30, 2023

Stockholders’ Equity and Redeemable Preferred Stock [Abstract]

STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK

NOTE 6 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK

Reincorporation

On the Effective Date, the Predecessor merged with and into its wholly-owned subsidiary pursuant to the Agreement. At the Effective Date and pursuant to the Agreement, the Company succeeded to the assets, continued the business and assumed the rights and obligations of the Predecessor existing immediately prior to the Reincorporation.

At the Effective Time, pursuant to the Agreement, (i) each outstanding share of the Predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of the Company (“Registrant Common Stock”), (ii) each outstanding share of the Predecessor Series C preferred stock automatically converted into one share of Series C Non-Convertible Voting Preferred Stock, par value $0.0001 per share, of the Company, (iii) each outstanding share of the Predecessor Series F preferred stock automatically converted into one share of Series F Convertible Preferred Stock, par value $0.0001 per share, of the Company, and (iv) each outstanding option, right or warrant to acquire shares of Predecessor common stock converted into an option, right or warrant, as applicable, to acquire an equal number of shares of Registrant Common Stock under the same terms and conditions as the original options, rights or warrants, as applicable. In addition, by operation of law, the Company assumed all of the Predecessor’s obligations under its equity incentive plans. The shares of Predecessor Common Stock remaining available for awards under such plans were automatically adjusted upon the Reincorporation into an identical number of shares of Registrant Common Stock, and all awards previously granted under such plans that were outstanding as of the Effective Time were automatically adjusted into awards for the identical number of shares of Registrant Common Stock, without any other change to the form, terms or conditions of such awards.

April 2023 Reverse stock split

On April 21, 2023, the Company effected a 1-for-20 reverse split of its outstanding common stock and Series C Redeemable Preferred Stock. As a result of the reverse splits, each 20 pre-split shares of common stock outstanding and each 20 pre-split shares of Series C Redeemable Preferred Stock outstanding were automatically exchanged for one new share of each without any action on the part of the holders. The number of outstanding shares of common stock was reduced from approximately 24,406,155 shares to approximately 1,220,308 shares, and the number of outstanding shares of Series C Redeemable Preferred Stock was reduced from 200 shares to 10 shares. 40,228 shares of Common Stock were issued as a result of the treatment of fractional shares in connection with this reverse stock split, which rounded up outstanding post-split shares to the nearest whole number. The reverse stock split did not affect the total number of shares of capital stock, including Series C Redeemable Preferred Stock, that the Company is authorized to issue.

Net loss per share and all share data as of and for the three and nine months ended September 30, 2022 have been retroactively adjusted to reflect the reverse stock splits in accordance with ASC 260-10-55-12, Restatement of EPS Data.

January 2023 Offering

On January 25, 2023, the Company closed a firm commitment registered public offering (the “January Offering”) pursuant to which the Company issued (i) 529,250 shares of Common Stock and 10,585,000 common stock purchase warrants (exercisable for 793,875 shares of Common Stock at a purchase price of $2.52 per share), subject to certain adjustments and (ii) 3,440,000 pre-funded common stock purchase warrants that were exercised for 172,000 shares of Common Stock at a purchase price of $0.02 per share, subject to certain adjustments and 3,440,000 warrants to purchase up to an aggregate of 258,000 shares of Common Stock at a purchase price of $2.52 per share and (iii) 815,198 additional warrants to purchase up to 61,140 shares of Common Stock at a purchase price of $2.52 per share, 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. Due to the Company effecting the reverse stock split on April 21, 2023, the exercise prices and shares issuable upon exercise of such warrants and pre-funded warrants have been retroactively reported in accordance with ASC 260-10-55-12, Restatement of EPS Data, and to reflect the adjustment to the number of shares underlying such warrants and pre-funded warrants and the exercise price of such warrants in accordance with the terms thereof.

Series C Redeemable 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 three and nine months ended September 30, 2023, the Company recorded Series C Redeemable Preferred Stock dividends of $75 thousand and $225 thousand, respectively. For each of the three and nine months ended September 30, 2022, the Company recorded Series C Redeemable Preferred Stock dividends of $75 thousand and $225 thousand, respectively.

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 September 30, 2023 and December 31, 2022 until such time that events occur that indicate otherwise.

Warrants

The following table summarizes the Company’s warrants outstanding and exercisable as of September 30, 2023 and December 31, 2022:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Aggregate Intrinsic Value
Outstanding and Exercisable as of January 1, 2023		4,295,380		$	120.39		3.60	$	-
Issued		14,840,198			2.52		4.32		-
Issued prefunded warrants		3,440,000			0.02		-		-
Exercised prefunded warrants		(3,440,000	)		0.02		-		-
Exercised warrants		(859,770	)		2.52		-		-
Expiration of warrants		(186,316	)		459.49		-		-
Outstanding and Exercisable as of September 30, 2023		18,089,492		$	29.59		4.04	$	-

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Subsequent Event

9 Months Ended

Sep. 30, 2023

Subsequent Event [Abstract]

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events through November 9, 2023, which is the date these condensed financial statements were available to be issued. Management has determined that there were no subsequent events which required recognition, adjustment to or disclosure to the condensed financial statements.

Basis of Presentation

9 Months Ended

Sep. 30, 2023

Basis of Presentation [Abstract]

BASIS OF PRESENTATION

NOTE 3 - BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, the information herein reflects all adjustments, consisting only of normal recurring adjustments, except as otherwise noted, considered necessary for a fair statement of results of operations, financial position, stockholders’ equity, and cash flows. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 which was filed with the SEC on March 30, 2023.

On June 1, 2023 (“Effective Date”), LogicMark, Inc., a Delaware corporation (the “Predecessor”), merged with and into its wholly-owned subsidiary, LogicMark, Inc., a Nevada corporation (the “Reincorporation”), pursuant to an agreement and plan of merger, dated as of June 1, 2023 (the “Agreement”). At the Effective Date and pursuant to the Agreement, the Company succeeded to the assets, continued the business and assumed the rights and obligations of the Predecessor existing immediately prior to the Reincorporation.

Net loss per share and all share data for the three and nine months ended September 30, 2022 have been retroactively adjusted to reflect the 1-for-20 reverse stock split that occurred on April 21, 2023. See Note 6.

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 (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Cash equivalents	$ 6,200,000		$ 6,200,000		$ 6,600,000
Restricted cash	59,988		59,988		59,988
Cost of goods sold	769,956	$ 1,047,204	2,444,401	$ 3,860,176
Inventory finished goods	800,000		800,000		600,000
Inventory in-transit from vendors	200,000		200,000		1,200,000
Prepaid expenses and other current assets	500,000		500,000		10,000.00
Amortization expense	200,000	200,000	$ 600,000	$ 600,000
Stock options purchase (in Shares)			59,728	22,233
Software development costs		100,000	$ 500,000	$ 200,000
Product development costs	700,000	100,000	500,000	200,000
Capitalized product development costs			900,000		300,000
Shipping and Handling [Member]
Accounting Policies [Abstract]
Cost of goods sold	100,000	$ 300,000	300,000	$ 500,000
2023 [Member]
Accounting Policies [Abstract]
Total amortization expense estimated fiscal year	200,000		200,000
2024 [Member]
Accounting Policies [Abstract]
Amortization expense estimated	800,000		800,000
2025 [Member]
Accounting Policies [Abstract]
Amortization expense estimated	600,000		600,000
2026 [Member]
Accounting Policies [Abstract]
Amortization expense estimated	300,000		300,000
2027 [Member]
Accounting Policies [Abstract]
Amortization expense estimated	$ 500,000		$ 500,000
Warrant [Member]
Accounting Policies [Abstract]
Purchase of warrant shares (in Shares)	1,253,985	214,769	1,253,985	214,769
Logic Mark [Member] \| Patents [Member]
Accounting Policies [Abstract]
Intangible assets of patents	$ 1,400,000		$ 1,400,000		1,700,000
Other intangible assets, estimated useful lives	11 years		11 years
Logic Mark [Member] \| Trademarks [Member]
Accounting Policies [Abstract]
Intangible assets trademarks	$ 800,000		$ 800,000		900,000
Other intangible assets, estimated useful lives	20 years		20 years
Logic Mark [Member] \| Customer Relationships [Member]
Accounting Policies [Abstract]
Intangible assets customer relationships	$ 900,000		$ 900,000		$ 1,200,000
Other intangible assets, estimated useful lives	10 years		10 years

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net Loss Attributable to Common Stockholders Per Share - Diluted	$ (1.10)	$ (4.53)	$ (4.73)	$ (9.93)
Weighted Average Number of Common Shares Outstanding - Diluted	1,380,373	480,447	1,219,749	478,118

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Organization and Principal Business Activities

9 Months Ended

Sep. 30, 2023

Organization and Principal Business Activities [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 and was reincorporated in the State of Nevada on June 1, 2023. 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 direct-to-consumer through the Company’s eCommerce platform, to retailers and distributors, and to the United States Veterans Health Administration.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Schedule of Property and Equipment

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

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues	$ 2,367,227	$ 2,751,570	$ 7,503,940	$ 9,769,951
Costs of goods sold	769,956	1,047,204	2,444,401	3,860,176
Gross Profit	1,597,271	1,704,366	5,059,539	5,909,775
Operating Expenses
Direct operating cost	266,746	345,972	841,974	1,156,959
Advertising costs	57,195	68,170	190,588	68,170
Selling and marketing	636,643	264,528	1,620,109	728,746
Research and development	242,697	374,842	806,851	841,917
General and administrative	1,901,516	2,575,105	6,759,135	7,025,674
Other expense	54,296	3,222	133,261	35,306
Depreciation and amortization	217,767	210,632	649,468	599,686
Total Operating Expenses	3,376,860	3,842,471	11,001,386	10,456,458
Operating Loss	(1,779,589)	(2,138,105)	(5,941,847)	(4,546,683)
Other Income
Interest income	88,975	44,587	149,914	57,747
Other income	246,138		246,138
Total Other Income	335,113	44,587	396,052	57,747
Loss before Income Taxes	(1,444,476)	(2,093,518)	(5,545,795)	(4,488,936)
Income tax expense
Net Loss	(1,444,476)	(2,093,518)	(5,545,795)	(4,488,936)
Preferred stock dividends	(75,000)	(81,790)	(225,000)	(257,934)
Net Loss Attributable to Common Stockholders	$ (1,519,476)	$ (2,175,308)	$ (5,770,795)	$ (4,746,870)
Net Loss Attributable to Common Stockholders Per Share - Basic (in Dollars per share)	$ (1.1)	$ (4.53)	$ (4.73)	$ (9.93)
Weighted Average Number of Common Shares Outstanding - Basic (in Shares)	1,380,373	480,447	1,219,749	478,118

Stock Incentive Plans

9 Months Ended

Sep. 30, 2023

Stock Incentive Plans [Abstract]

STOCK INCENTIVE PLANS

NOTE 7 - STOCK INCENTIVE PLANS

2023 Stock Incentive Plan

On March 7, 2023, the Company’s stockholders approved the 2023 Stock Incentive Plan (“2023 Plan”). The aggregate maximum number of shares of common stock that may be issued under the 2023 Plan is 68,723 shares for fiscal 2023; thereafter, the maximum number is limited to 15% of the outstanding shares of common stock, calculated on the first business day of each fiscal quarter. As of September 30, 2023, the maximum number of shares of common stock that may be issued under the 2023 Plan is 198,753. Under the 2023 Plan, 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 2023 Plan and will not again be available for issuance.

During the three and nine months ended September 30, 2023, the Company issued 2,000 stock options vesting over a period of four years to employees with an exercise price of $3.03 per share and 3,125 stock options vesting over a period of four years to employees with an exercise price of $2.92 per share. In addition, 9,900 fully vested stock options were granted to three non-employee Board directors at an exercise price of $3.03 per share and 10,275 fully vested stock options were granted to three non-employee Board directors at an exercise price of $2.92 per share. The aggregate fair value of the shares issued to the directors was $46 thousand. As of September 30, 2023, the unrecognized compensation cost related to non-vested stock options was $8 thousand.

During the three months and nine months ended September 30, 2023, the Company had 1,500 stock options forfeited under the 2023 Plan.

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. On March 7, 2023, the Company’s 2017 SIP was terminated upon the approval of the 2023 Plan at the Company’s special meeting of stockholders.

During the three months ended September 30, 2023, the Company did not issue any stock options. During the nine months ended September 30, 2023, the Company issued 3,125 stock options vesting over four years to employees with an exercise price of $3.80 per share and a total aggregate fair value of $11 thousand. In addition, 10,528 fully vested stock options were granted to four non-employee Board directors at an exercise price of $3.80 per share. The aggregate fair value of the shares issued to the directors was $35 thousand. As of September 30, 2023, the unrecognized compensation cost related to non-vested stock options was $46 thousand.

During the quarter ended March 31, 2022, the Company issued 21,517 shares of common stock vesting over periods ranging from 30 to 48 months with an aggregate fair value of $1.3 million to certain employees as inducement and incentive grants. During the quarter ended June 30, 2022, the Company issued 778 shares of common stock vesting on September 30, 2022 with an aggregate fair value of $18 thousand to certain non-employees in lieu of cash payment for services. No shares were issued during the three months ended September 30, 2022. As of September 30, 2022, the unrecognized compensation cost related to non-vested stock options was $0.1 million.

During the three months ended September 30, 2023, the Company had no stock options forfeited under the 2017 SIP. During the nine months ended September 30, 2023, the Company had 750 stock options forfeited under the 2017 SIP. During the three and nine months ended September 30, 2022, the Company had 1,250 stock options forfeited in both periods under the 2017 SIP.

2013 Long-Term Stock Incentive Plan

On January 4, 2013, the Company’s stockholders approved the Company’s Long-Term Stock Incentive Plan (“2013 LTIP”). The maximum number of shares of common stock that may be issued under the 2013 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. The Company’s 2013 LTIP expired in accordance with its terms on January 3, 2023.

During the three and nine months ended September 30, 2023, the Company did not issue any stock options under the 2013 LTIP. During the three months ended September 30, 2023, the Company had no stock options forfeited and during the nine months ended September 30, 2023, the Company had 1,250 stock options forfeited under the 2013 LTIP. As of September 30, 2023, the unrecognized compensation cost related to non-vested stock options was $0.3 million.

During the three months ended March 31, 2022, the Company issued 11,875 stock options (250 of which were forfeited during the three months ended June 30, 2022) vesting over a period of four years to employees with an exercise price of $67.20 per share and an option for 625 shares to a non-employee with a strike price of $44.00 per share with a total aggregate fair value of $0.7 million. In addition, 1,364 fully vested stock options were granted to six non-employee Board directors at an exercise price of $44.00 per share during the three months ended March 31, 2022. The aggregate fair value of the shares issued to the directors was $51 thousand. A total of 1,106 stock options were granted to two Advisory Board members at strike prices ranging from $36.00 to $36.40 per share, vesting over periods up to one year during the three months ended June 30, 2022 with a total aggregate fair value of $34 thousand. During the three months ended September 30, 2022, the Company issued 1,125 stock options vesting over four years to employees with an exercise price of $21.80 and 545 stock options with 100% cliff vesting in one year to non-employees with a strike price of $21.80 with a total aggregate fair value of $54 thousand. In addition, 2,294 fully vested stock options were granted to five non-employee Board directors at an exercise price of $21.80 during the three months ended September 30, 2022. The aggregate fair value of the shares issued to the directors was $73 thousand. As of September 30, 2022, the unrecognized compensation cost related to non-vested stock options was $0.4 million.

Stock based Compensation Expense

Total stock based compensation expense during the three and nine months ended September 30, 2023 pertaining to awards under the 2023 Plan, the 2017 SIP and the 2013 LTIP amounted to $0.4 million and $1.2 million, respectively. Total stock based compensation expense during the three and nine months ended September 30, 2022, pertaining to awards under the 2017 SIP and 2013 LTIP amounted to $0.5 and $1.2 million, respectively.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies [Abstract]

USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS

USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

RESTRICTED CASH

RESTRICTED CASH

CONCENTRATIONS OF CREDIT RISK

CONCENTRATIONS OF CREDIT RISK

REVENUE RECOGNITION

REVENUE RECOGNITION

SALES TO DISTRIBUTORS AND RETAILERS

SALES TO DISTRIBUTORS AND RETAILERS

SHIPPING AND HANDLING

SHIPPING AND HANDLING

ACCOUNTS RECEIVABLE - NET

ACCOUNTS RECEIVABLE - NET

INVENTORY

INVENTORY

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

STOCK-BASED COMPENSATION

STOCK BASED COMPENSATION

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE

RESEARCH AND DEVELOPMENT AND PRODUCT DEVELOPMENT COSTS

RESEARCH AND DEVELOPMENT AND PRODUCT DEVELOPMENT COSTS

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

Commitments and Contingencies (Details) - Schedule of Future Lease Obligation	Sep. 30, 2023 USD ($)
Schedule of Future Lease Obligation [Abstract]
2023 (for the remainder of 2023)	$ 19,800
2024	80,000
2025	54,400
Total future minimum lease payments	154,200
Less imputed interest	(18,482)
Total present value of future minimum lease payments	$ 135,718

Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Accrued Expenses [Abstract]
Salaries, payroll taxes and vacation	$ 238,453	$ 114,030
Merchant card fees	15,508	15,062
Professional fees	26,333	25,000
Management incentives	453,799	519,800
Lease liability	65,560	69,402
Dividends – Series C and F Preferred Stock		48,389
Inventory in transit	160,881	812,970
Other	250,471	135,837
Totals	$ 1,211,005	$ 1,740,490

Stockholders’ Equity and Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 21, 2023	Jan. 25, 2023	May 31, 2017	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items]
Common stock converted						1
Share conversion par value (in Dollars per share)				$ 0.0001		$ 0.0001
Reverse split, description						the Company effected a 1-for-20 reverse split of its outstanding
Reverse stock split issued	40,228
Pre-funded units		3,440,000
Warrant exercise price (in Dollars per share)		$ 0.02
Warrants to purchase		3,440,000
Aggregate shares		258,000
Common stock, par value (in Dollars per share)		$ 2.52		$ 0.0001		$ 0.0001		$ 0.0001
Additional warrants		815,198
Shares of common stock		61,140
Gross proceeds (in Dollars)		$ 5,200
Percentage of underwriting discounts and commissions		7.00%
Percentage of gross proceeds		3.50%
Preferred stock dividends (in Dollars)				$ 75	$ 75	$ 225	$ 225
Series C Redeemable Preferred Stock [Member]
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items]
Common stock converted						1
Share conversion par value (in Dollars per share)				$ 0.0001		$ 0.0001
Redeemable preferred stock	24,406,155
Common stock, voting rights						One share of Series C Redeemable Preferred Stock carries the same voting rights as one share of common stock.
Series C Redeemable Preferred Stock [Member] \| Maximum [Member]
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items]
Redeemable preferred stock	200
Series C Redeemable Preferred Stock [Member] \| Minimum [Member]
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items]
Redeemable preferred stock	10
Series F Preferred Stock [Member]
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items]
Common stock converted						1
Share conversion par value (in Dollars per share)				$ 0.0001		$ 0.0001
Series C Redeemable Preferred Stock [Member]
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items]
Redeemable preferred stock	1,220,308
Cumulative dividends rate			15.00%
January 2023 Offering [Member]
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items]
Aggregate of sale, shares		529,250
Common stock shares		10,585,000
Additional shares of common stock		793,875
Exercise price per share (in Dollars per share)		$ 2.52
Aggregate of purchase shares		172,000
Common stock, par value (in Dollars per share)		$ 2.52

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
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			$ 300,000
Monthly rent			$ 6,400
Increasing annual rent, percentage			3.00%
Operating lease cost	$ 25,400	$ 25,200	$ 76,200	$ 75,800
Louisville, Kentucky [Member]
Commitments and Contingencies (Details) [Line Items]
Monthly rent			$ 6,600

Stockholders’ Equity and Redeemable Preferred Stock (Details) - Schedule of Warrants Outstanding and Exercisable - USD ($)	9 Months Ended
	Sep. 30, 2023
Number of Warrants [Member]
Schedule of warrants outstanding and exercisable [Abstract]
Number of Warrants, Outstanding and Exercisable at beginning	4,295,380
Number of Warrants, Issued	14,840,198
Number of Warrants, Issued prefunded warrants	3,440,000
Number of Warrants, Exercised prefunded warrants	(3,440,000)
Number of Warrants, Exercised warrants	(859,770)
Number of Warrants, Expiration of warrants	(186,316)
Number of Warrants, Outstanding and Exercisable at ending	18,089,492
Weighted Average Exercise Price [Member]
Schedule of warrants outstanding and exercisable [Abstract]
Weighted Average Exercise Price, Outstanding and Exercisable at beginning	$ 120.39
Weighted Average Exercise Price, Issued	2.52
Weighted Average Exercise Price, Issued prefunded warrants	0.02
Weighted Average Exercise Price, Exercised prefunded warrants	0.02
Weighted Average Exercise Price, Exercised warrants	2.52
Weighted Average Exercise Price, Expiration of warrants	459.49
Weighted Average Exercise Price, Outstanding and Exercisable at ending	$ 29.59
Weighted Average Remaining Life In Years [Member]
Schedule of warrants outstanding and exercisable [Abstract]
Weighted Average Remaining Life In Years, Outstanding and Exercisable at beginning	3 years 7 months 6 days
Weighted Average Remaining Life In Years, Issued	4 years 3 months 25 days
Weighted Average Remaining Life In Years, Issued prefunded warrants
Weighted Average Remaining Life In Years, Exercised prefunded warrants
Weighted Average Remaining Life In Years, Exercised warrants
Weighted Average Remaining Life In Years, Expiration of warrants
Weighted Average Remaining Life In Years, Outstanding and Exercisable at ending	4 years 14 days
Aggregate Intrinsic Value [Member]
Schedule of warrants outstanding and exercisable [Abstract]
Aggregate Intrinsic Value, Outstanding and Exercisable at beginning
Aggregate Intrinsic Value, Issued
Aggregate Intrinsic Value, Issued prefunded warrants
Aggregate Intrinsic Value, Exercised prefunded warrants
Aggregate Intrinsic Value, Exercised warrants
Aggregate Intrinsic Value, Expiration of warrants
Aggregate Intrinsic Value, Outstanding and Exercisable at ending

Liquidity and Management Plans (Details) - USD ($)	3 Months Ended		9 Months Ended
Liquidity and Management Plans (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Liquidity and Management Plans [Abstract]
Operating loss	$ (1,779,589)	$ (2,138,105)	$ (5,941,847)	$ (4,546,683)
Net loss	(1,444,476)	$ (2,093,518)	(5,545,795)	$ (4,488,936)
Cash and cash equivalents	6,682,997		6,682,997		$ 6,977,114
Working capital	$ 6,600,000		$ 6,600,000		$ 7,100,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment	Sep. 30, 2023
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

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Series C Preferred Stock Additional Paid-in Capital	Series C Preferred Stock	Series F Preferred Stock Preferred Stock	Series F Preferred Stock Common Stock	Series F Preferred Stock Additional Paid-in Capital	Series F Preferred Stock Accumulated Deficit	Series F Preferred Stock	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021								$ 520,000	$ 46	$ 104,725,986	$ (78,656,861)	$ 26,589,171
Balance (in Shares) at Dec. 31, 2021								173,333	458,152
Stock based compensation expense										1,062,283		1,062,283
Stock based compensation expense
Shares issued as stock based compensation									$ 2	135,035		135,037
Shares issued as stock based compensation (in Shares)									22,295
Preferred stock dividends	$ (225,000)	$ (225,000)				$ (32,934)	$ (32,934)
Series C Preferred stock dividends (in Shares)
Net loss											(4,488,936)	(4,488,936)
Balance at Sep. 30, 2022								$ 520,000	$ 48	105,698,304	(83,178,731)	23,039,621
Balance (in Shares) at Sep. 30, 2022								173,333	480,447
Balance at Jun. 30, 2022								$ 520,000	$ 48	105,319,903	(81,078,423)	24,761,528
Balance (in Shares) at Jun. 30, 2022								173,333	480,447
Stock based compensation expense										453,401		453,401
Stock based compensation expense
Preferred stock dividends	(75,000)	(75,000)				(6,790)	(6,790)
Series C Preferred stock dividends (in Shares)
Net loss											(2,093,518)	(2,093,518)
Balance at Sep. 30, 2022								$ 520,000	$ 48	105,698,304	(83,178,731)	23,039,621
Balance (in Shares) at Sep. 30, 2022								173,333	480,447
Balance at Dec. 31, 2022								$ 520,000	$ 48	106,070,253	(85,610,282)	20,980,019
Balance (in Shares) at Dec. 31, 2022								173,333	480,447
Stock based compensation expense										1,198,397		1,198,397
Stock based compensation expense
Shares issued as stock based compensation									$ 10	13,872		13,882
Shares issued as stock based compensation (in Shares)									99,000
Sale of common stock and warrants pursuant to a registration statement on Form S-1									$ 70	5,211,358		5,211,428
Sale of common stock and warrants pursuant to a registration statement on Form S-1 (in Shares)									701,250
Fees incurred in connection with equity offerings										(816,017)		(816,017)
Fees incurred in connection with equity offerings (in Shares)
Fractional shares issued in the 1-for-20 stock split									$ 4	(4)
Fractional shares issued in the 1-for-20 stock split (in Shares)									40,228
Warrants exercised for common stock									$ 6	162,488		162,494
Warrants exercised for common stock (in Shares)									64,481
Series F Preferred stock converted to common stock			$ (201,000)	$ 3	$ 200,997
Series F Preferred stock converted to common stock (in Shares)			(67,000)	27,089
Common stock issued to settle Series F Preferred stock dividends									$ 1	48,388		48,389
Common stock issued to settle Series F Preferred stock dividends (in Shares)									6,522
Preferred stock dividends	(225,000)	(225,000)
Series C Preferred stock dividends (in Shares)
Net loss											(5,545,795)	(5,545,795)
Balance at Sep. 30, 2023								$ 319,000	$ 142	111,864,732	(91,156,077)	21,027,797
Balance (in Shares) at Sep. 30, 2023								106,333	1,419,017
Balance at Jun. 30, 2023								$ 319,000	$ 133	111,521,965	(89,711,601)	22,129,497
Balance (in Shares) at Jun. 30, 2023								106,333	1,325,017
Stock based compensation expense										406,097		406,097
Stock based compensation expense
Shares issued as stock based compensation									$ 9	11,670		11,679
Shares issued as stock based compensation (in Shares)									94,000
Preferred stock dividends	$ (75,000)	$ (75,000)
Series C Preferred stock dividends (in Shares)
Net loss											(1,444,476)	(1,444,476)
Balance at Sep. 30, 2023								$ 319,000	$ 142	$ 111,864,732	$ (91,156,077)	$ 21,027,797
Balance (in Shares) at Sep. 30, 2023								106,333	1,419,017

Condensed Balance Sheets (Unaudited) (Parentheticals) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Product development costs, net of amortization (in Dollars)	$ 15,029	$ 15,029
Other intangible assets, net of amortization (in Dollars)	$ 5,476,060	$ 4,904,713
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated	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	1,419,017	480,447
Common stock, shares outstanding	1,419,017	480,447
Series C Redeemable Preferred Stock
Temporary equity, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares designated	2,000	2,000
Temporary equity, shares issued	10	10
Temporary equity, shares outstanding	10	10
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	106,333	173,333
Preferred stock, shares outstanding	106,333	173,333
Preferred stock, aggregate liquidation preference (in Dollars)	$ 319,000	$ 520,000

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Accrued Expenses [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:

	September 30,		December 31,
	2023		2022
Salaries, payroll taxes and vacation	$	238,453	$	114,030
Merchant card fees		15,508		15,062
Professional fees		26,333		25,000
Management incentives		453,799		519,800
Lease liability		65,560		69,402
Dividends – Series C and F Preferred Stock		-		48,389
Inventory in transit		160,881		812,970
Other		250,471		135,837
Totals	$	1,211,005	$	1,740,490

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8 - 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 warehouse 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 $0.3 million. The Company’s ROU asset and lease liability accounts reflect the inclusion of this lease in the Company’s balance sheets as of September 30, 2023 and December 31, 2022. The current monthly rent of $6.6 thousand increased from the commencement amount of $6.4 thousand, in September 2023 in accordance with the 3% annual increase.

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 three and nine months ended September 30, 2023, total operating lease cost was $25.4 thousand and $76.2 thousand, respectively, and is recorded in direct operating costs and general and administrative expenses, dependent on the nature of the leased asset. Operating leases cost for the three and nine months ended September 30, 2022 amounted to $25.2 thousand and $75.8 thousand, respectively, and was recorded in direct operating costs and general and administrative expenses. 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 September 30, 2023:

Year Ending December 31,
2023 (for the remainder of 2023)	$	19,800
2024		80,000
2025		54,400
Total future minimum lease payments	$	154,200
Less imputed interest		(18,482	)
Total present value of future minimum lease payments	$	135,718

As of September 30, 2023
Operating lease right-of-use assets	$	128,718

Accrued expenses	$	65,560
Other long-term liabilities		70,158
	$	135,718

As of September 30, 2023

Weighted Average Remaining Lease Term	1.92
Weighted Average Discount Rate	13.00	%

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 6,682,997	$ 6,977,114
Restricted cash	59,988	59,988
Accounts receivable, net	12,194	402,595
Inventory	1,135,786	1,745,211
Prepaid expenses and other current assets	680,872	349,097
Total Current Assets	8,571,837	9,534,005
Property and equipment, net	228,530	255,578
Right-of-use assets, net	128,718	182,363
Product development costs, net of amortization of $15,029 as of September 30, 2023 and December 31, 2022	1,117,135	646,644
Software development costs	1,018,810	364,018
Goodwill	10,958,662	10,958,662
Other intangible assets, net of amortization of $5,476,060 and $4,904,713, respectively	3,128,507	3,699,854
Total Assets	25,152,199	25,641,124
Current Liabilities
Accounts payable	715,838	673,052
Accrued expenses	1,211,005	1,740,490
Total Current Liabilities	1,926,843	2,413,542
Other long-term liabilities	390,259	440,263
Total Liabilities	2,317,102	2,853,805
Commitments and Contingencies (Note 8)
Series C Redeemable Preferred Stock
Series C redeemable preferred stock, par value $0.0001 per share: 2,000 shares designated; 10 shares issued and outstanding as of September 30, 2023 and December 31, 2022	1,807,300	1,807,300
Stockholders’ Equity
Preferred stock value
Common stock, par value $0.0001 per share: 100,000,000 shares authorized; 1,419,017 and 480,447 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	142	48
Additional paid-in capital	111,864,732	106,070,253
Accumulated deficit	(91,156,077)	(85,610,282)
Total Stockholders’ Equity	21,027,797	20,980,019
Total Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity	25,152,199	25,641,124
Series F Preferred Stock
Stockholders’ Equity
Preferred stock value	$ 319,000	$ 520,000

Accrued Expenses

9 Months Ended

Sep. 30, 2023

Accrued Expenses [Abstract]

ACCRUED EXPENSES

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consist of the following:

	September 30,		December 31,
	2023		2022
Salaries, payroll taxes and vacation	$	238,453	$	114,030
Merchant card fees		15,508		15,062
Professional fees		26,333		25,000
Management incentives		453,799		519,800
Lease liability		65,560		69,402
Dividends – Series C and F Preferred Stock		-		48,389
Inventory in transit		160,881		812,970
Other		250,471		135,837
Totals	$	1,211,005	$	1,740,490

Liquidity and Management Plans

9 Months Ended

Sep. 30, 2023

Liquidity and Management Plans [Abstract]

LIQUIDITY AND MANAGEMENT PLANS

NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS

The Company generated an operating loss of $5.9 million and a net loss of $5.5 million for the nine months ended September 30, 2023. As of September 30, 2023, the Company had cash and cash equivalents of $6.7 million. As of September 30, 2023, the Company had working capital of $6.6 million compared to working capital as of December 31, 2022 of $7.1 million.

Given the Company’s cash position as of September 30, 2023, 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 efforts.

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies [Abstract]

Schedule of Future Lease Obligation

a reconciliation of the undiscounted lease payments to the present value of the lease liabilities

Year Ending December 31,
2023 (for the remainder of 2023)	$	19,800
2024		80,000
2025		54,400
Total future minimum lease payments	$	154,200
Less imputed interest		(18,482	)
Total present value of future minimum lease payments	$	135,718

Schedule of Lease Expense

As of September 30, 2023
Operating lease right-of-use assets	$	128,718

Accrued expenses	$	65,560
Other long-term liabilities		70,158
	$	135,718

As of September 30, 2023

Weighted Average Remaining Lease Term	1.92
Weighted Average Discount Rate	13.00	%

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities
Net loss	$ (5,545,795)	$ (4,488,936)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	78,121	17,171
Stock based compensation	1,212,279	1,197,320
Amortization of intangible assets	571,347	582,517
Changes in operating assets and liabilities:
Accounts receivable	390,401	(318,103)
Inventory	609,425	160,120
Prepaid expenses and other current assets	(331,776)	(40,223)
Accounts payable	(83,040)	817,094
Accrued expenses	(492,455)	162,380
Net Cash Used in Operating Activities	(3,591,493)	(1,910,660)
Cash flows from Investing Activities
Purchase of equipment and website development	(51,073)	(242,618)
Product development costs	(400,895)	(233,332)
Software development costs	(583,561)	(248,436)
Purchase of intangible assets		(6,008)
Net Cash Used in Investing Activities	(1,035,529)	(730,394)
Cash flows from Financing Activities
Proceeds from sale of common stock and warrants	5,211,428
Fees paid in connection with equity offerings	(816,017)
Warrants exercised for common stock	162,494
Series C redeemable preferred stock dividends	(225,000)	(225,000)
Net Cash Provided by (Used in) Financing Activities	4,332,905	(225,000)
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(294,117)	(2,866,054)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	7,037,102	12,254,546
Cash, Cash Equivalents and Restricted Cash - End of Period	6,742,985	9,388,492
Non-cash investing and financing activities:
Accrued Series C redeemable and Series F preferred stock dividends		32,934
Conversion of Series F preferred stock to common stock	201,000
Common stock issued to settle Series F Preferred stock dividends	48,389
Product development costs included in accounts payable and accrued expenses	69,595
Software development costs included in accounts payable	71,231
Website development included in accounts payable		$ 21,255

Commitments and Contingencies (Details) - Schedule of Lease Expense	Sep. 30, 2023 USD ($)
Schedule of Lease Expense [Abstract]
Operating lease right-of-use assets	$ 128,718
Accrued expenses	65,560
Other long-term liabilities	70,158
Total	$ 135,718
Weighted Average Remaining Lease Term	1 year 11 months 1 day
Weighted Average Discount Rate	13.00%

Stockholders’ Equity and Redeemable Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2023

Stockholders’ Equity and Redeemable Preferred Stock [Abstract]

Schedule of Warrants Outstanding and Exercisable

The following table summarizes the Company’s warrants outstanding and exercisable as of September 30, 2023 and December 31, 2022:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Aggregate Intrinsic Value
Outstanding and Exercisable as of January 1, 2023		4,295,380		$	120.39		3.60	$	-
Issued		14,840,198			2.52		4.32		-
Issued prefunded warrants		3,440,000			0.02		-		-
Exercised prefunded warrants		(3,440,000	)		0.02		-		-
Exercised warrants		(859,770	)		2.52		-		-
Expiration of warrants		(186,316	)		459.49		-		-
Outstanding and Exercisable as of September 30, 2023		18,089,492		$	29.59		4.04	$	-