0001213900-24-033400 | 10-K | XBRL Viewer

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 6,398,164	$ 6,977,114
Restricted cash		59,988
Accounts receivable, net	13,647	402,595
Inventory	1,177,456	1,745,211
Prepaid expenses and other current assets	460,177	349,097
Total Current Assets	8,049,444	9,534,005
Property and equipment, net	203,333	255,578
Right-of-use assets, net	113,761	182,363
Product development costs, net of amortization of $68,801 and $15,029, respectively	1,269,021	646,644
Software development costs, net of amortization of $23,354 and $0, respectively	1,299,901	364,018
Goodwill	3,143,662	10,958,662
Other intangible assets, net of amortization of $5,666,509 and $4,904,713, respectively	2,938,058	3,699,854
Total Assets	17,017,180	25,641,124
Current Liabilities
Accounts payable	901,624	673,052
Accrued expenses	1,151,198	1,740,490
Total Current Liabilities	2,052,822	2,413,542
Other long-term liabilities	51,842	440,263
Total Liabilities	2,104,664	2,853,805
Commitments and Contingencies (Note 11)
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 December 31, 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; 2,150,412 and 480,447 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	216	48
Additional paid-in capital	112,946,891	106,070,253
Accumulated deficit	(100,160,891)	(85,610,282)
Total Stockholders’ Equity	13,105,216	20,980,019
Total Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity	17,017,180	25,641,124
Series F Preferred Stock
Stockholders’ Equity
Preferred stock value	$ 319,000	$ 520,000

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Accrued Expenses [Abstract]

ACCRUED EXPENSES

NOTE 6 - ACCRUED EXPENSES

Accrued expenses consist of the following:

	December 31,		December 31,
	2023		2022
Salaries, payroll taxes and vacation	$	167,930	$	114,030
Merchant card fees		14,983		15,062
Professional fees		83,532		25,000
Management incentives		503,800		519,800
Lease liability		68,321		69,402
Development costs		109,000		-
Dividends – Series C and F Preferred Stock		-		48,389
Inventory in transit		-		812,970
Other		203,632		135,837
Totals	$	1,151,198	$	1,740,490

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11 - 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. 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 is for a fulfillment center, with a lease term of 5 years expiring in August 2025. 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 sheet as of December 31, 2023. 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 year ended December 31, 2023, total operating lease cost was $78.5 thousand and is recorded in direct operating costs. 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, 2023:

Year Ending December 31,
2024	$	80,000
2025		54,400
Total future minimum lease payments	$	134,400
Less imputed interest		(14,238	)
Total present value of future minimum lease payments	$	120,162

As of December 31, 2023
Operating lease right-of-use assets	$	113,761

Other accrued expenses	$	68,321
Other long-term liabilities		51,841
	$	120,162

As of December 31, 2023

Weighted Average Remaining Lease Term	1.67
Weighted Average Discount Rate	13.00	%

Liquidity and Management Plans (Details) - USD ($)	12 Months Ended
Liquidity and Management Plans (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Liquidity and Management Plans (Details) [Line Items]
Operating loss	$ (15,328,467)	$ (6,906,492)
Net loss	(14,550,609)	(6,924,965)
Cash and cash equivalents	6,398,164	6,977,114
Working capital	6,000,000	$ 7,100,000
Liquidity Management Plans [Member]
Liquidity and Management Plans (Details) [Line Items]
Net loss	$ (14,600,000)

- Definition

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

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+ Details

Stockholders’ Equity (Details) - USD ($)			1 Months Ended		12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Nov. 21, 2023	Apr. 21, 2023	Jan. 25, 2023	May 31, 2017	Dec. 31, 2023	Dec. 31, 2022
Stockholders’ Equity [Line Items]
Warrant price (in Dollars per share)	$ 2
Percentage of exercise warrants	200.00%
Warrants to purchase	80,732		3,440,000
Warrant exercise price (in Dollars per share)			$ 0.02
Modification of terms (in Dollars)					$ 900,000
Share conversion par value (in Dollars per share)					$ 0.0001
Reverse split, description					the 1-for-20 reverse stock split that occurred on April 21, 2023.
Reverse stock split issued		40,228
Pre-funded units			3,440,000
Aggregate shares			258,000
Common stock, par value (in Dollars per share)			$ 2.52		$ 0.0001	$ 0.0001
Additional warrants			815,198
Shares of common stock			61,140
Gross proceeds (in Dollars)			$ 5,200,000
Percentage of underwriting discounts and commissions			7.00%
Percentage of gross proceeds			3.50%
Preferred stock dividends (in Dollars)						$ 28,456
Series C Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Share conversion par value (in Dollars per share)					$ 0.0001
Common stock converted					1
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 Preferred Stock [Member] \| Maximum [Member]
Stockholders’ Equity [Line Items]
Redeemable preferred stock		200
Series C Preferred Stock [Member] \| Minimum [Member]
Stockholders’ Equity [Line Items]
Redeemable preferred stock		10
Series F Convertible Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Share conversion par value (in Dollars per share)					$ 0.0001
Common stock converted					1
Convertible Common Stock [Member]
Stockholders’ Equity [Line Items]
Share conversion par value (in Dollars per share)					$ 0.0001
Series C Redeemable Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Reverse split, description					the Company effected a 1-for-20 reverse split of its outstanding
Redeemable preferred stock		1,220,308
Cumulative dividends rate				15.00%
Preferred stock dividends (in Dollars)					$ 0.3	$ 0.3
Warrant [Member]
Stockholders’ Equity [Line Items]
Purchase of warrants	909,059
Warrant price (in Dollars per share)	$ 2
Warrant shares	1,382,058
Series A Warrant [Member]
Stockholders’ Equity [Line Items]
Warrant exercise price (in Dollars per share)	$ 2
Series B Warrants [Member]
Stockholders’ Equity [Line Items]
Percentage of exercise warrants	200.00%
Exercise price (in Dollars per share)	$ 2
Series A-1 Warrants [Member]
Stockholders’ Equity [Line Items]
Percentage of exercise warrants	50.00%
Series A-2 Warrants [Member]
Stockholders’ Equity [Line Items]
Percentage of exercise warrants	50.00%
Series B-1 Warrants [Member]
Stockholders’ Equity [Line Items]
Percentage of exercise warrants	50.00%
Series B-2 Warrants [Member]
Stockholders’ Equity [Line Items]
Percentage of exercise warrants	50.00%
January 2023 Offering [Member]
Stockholders’ Equity [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

Goodwill Impairment (Details) $ in Millions	12 Months Ended
Goodwill Impairment (Details) $ in Millions	Dec. 31, 2023 USD ($)
Goodwill Impairment [Abstract]
Fair value market percentage	70.00%
Goodwill fair value percentage	20.00%
Weighted percentage	10.00%
Goodwill impairment charge (in Dollars)	$ 7.8

Income Taxes (Details) - Schedule of Effective Tax Rate on Income from Continuing Operations	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Effective Tax Rate on Income from Continuing Operations [Abstract]
Provision at Federal statutory rate	21.00%	21.00%
State income taxes	1.07%	(1.22%)
Other permanent tax adjustments	(0.37%)	(0.59%)
Change in valuation allowance	(18.93%)	(16.74%)
Shortfalls on Stock Based Compensation	(0.68%)	(4.49%)
Prior period adjustments	0.00%	0.02%
Benefit (provision) for income taxes	2.09%	(2.02%)

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

INCOME TAXES

NOTE 10 - INCOME TAXES

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

	Year Ended December 31,
	2023			2022
Loss before income taxes:
United States	$	(14,860,458	)	$	(6,787,009	)
Foreign		-			-
Loss before income taxes:	$	(14,860,458	)	$	(6,787,009	)

The expense for income taxes consists of:

	Year Ended December 31,
	2023			2022
Current income tax provision
Federal	$	-		$	-
State		10,253			13,859
Foreign		-			-
		10,253			13,859
Deferred income tax
Federal		(106,387	)		36,527
State		(213,715	)		87,570
Foreign		-			-
		(320,102	)		124,097

Total income tax (benefit) provision	$	(309,849	)	$	137,956

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

	Year Ended December 31,
	2023			2022
Provision at Federal statutory rate		21.00	%		21.00	%
State income taxes		1.07	%		(1.22	)%
Other permanent tax adjustments		(0.37	)%		(0.59	)%
Change in valuation allowance		(18.93	)%		(16.74	)%
Shortfalls on Stock Based Compensation		(0.68	)%		(4.49	)%
Prior period adjustments		0.00	%		0.02	%
Benefit (provision) for income taxes		2.09	%		(2.02	)%

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 $3.5 million for the year ended December 31, 2023, compared to the increase of $3.1 million for the year ended December 31, 2022.

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

	Year Ended December 31,
	2023			2022
Deferred tax assets:
Net operating loss carryforward	$	15,302,761		$	13,716,239
Tax credits		205,028			205,028
Lease liabilities		33,397			54,558
Accruals and reserves		168,603			173,247
Capital loss carryforwards		2,678,907			2,678,907
Capitalized research costs		383,233			587,202
Taxable goodwill		1,140,134			-
Intangible assets		523,899			508,057
Stock compensation		397,275			179,105
Federal effect of state taxes		-			44,880
Fixed assets		17,451			-
Other		849			4,533
Total deferred tax assets before valuation allowance:		20,851,537			18,151,756
Valuation allowance		(20,819,919	)		(17,343,925	)
Deferred tax assets, net of valuation allowance		31,618			807,831

Deferred tax liabilities:
Right-of-use assets		(31,618	)		(52,485	)
Taxable goodwill		-			(790,527	)
Fixed assets		-			(284,921	)
Total deferred tax liabilities		(31,618	)		(1,127,933	)

Net deferred tax liability	$	-		$	(320,102	)

The net deferred tax liability as of December 31, 2022 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, 2023, the deferred tax liability was reduced to zero as a result of the write-off of the goodwill balance.

As of December 31, 2023, the Company had US federal and state net operating loss (“NOLs”) carryovers of $59.0 million and $64.7 million respectively. Federal and state NOLs 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, 2023, which expire in 2024. The Company also has state Capital loss carryovers of $0.2 million at December 31, 2023, 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, 2023, 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, 2023 with respect to the LogicMark 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, 2023 or 2022. 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, 2022, and intends to timely file the income tax returns for the period ending December 31, 2023.

The Company is subject to taxation in the United States and various states. As of December 31, 2023, 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Product development costs, net of amortization (in Dollars)	$ 68,801	$ 15,029
Software development costs, net of amortization (in Dollars)	23,354	0
Other intangible assets, net of amortization (in Dollars)	$ 5,666,509	$ 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	2,150,412	480,447
Common stock, shares outstanding	2,150,412	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

Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Deferred Tax Assets and Liabilities [Abstract]
Net operating loss carryforward	$ 15,302,761	$ 13,716,239
Tax credits	205,028	205,028
Lease liabilities	33,397	54,558
Accruals and reserves	168,603	173,247
Capital loss carryforwards	2,678,907	2,678,907
Capitalized research costs	383,233	587,202
Taxable goodwill	1,140,134
Intangible assets	523,899	508,057
Stock compensation	397,275	179,105
Federal effect of state taxes		44,880
Fixed assets	17,451
Other	849	4,533
Total deferred tax assets before valuation allowance:	20,851,537	18,151,756
Valuation allowance	(20,819,919)	(17,343,925)
Deferred tax assets, net of valuation allowance	31,618	807,831
Right-of-use assets	(31,618)	(52,485)
Taxable goodwill		(790,527)
Fixed assets		(284,921)
Total deferred tax liabilities	(31,618)	(1,127,933)
Net deferred tax liability		$ (320,102)

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Measurements [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, 2023 and 2022 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

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Line Items]
Valuation allowance increased	$ 3,500,000	$ 3,100,000
Write-off amount	0
Tax credit carryforward	200,000
Federal [Member]
Income Taxes [Line Items]
Net operating loss	59,000,000
Capital loss carryovers	11,800,000
State [Member]
Income Taxes [Line Items]
Net operating loss	64,700,000
Capital loss carryovers	$ 200,000

Statements of Changes in Stockholders’ Equity - USD ($)	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			1,509,232		1,509,232
Shares issued as stock based compensation		$ 2	135,035		135,037
Shares issued as stock based compensation (in Shares)		22,295
Series C 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	$ 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			1,563,558		1,563,558
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			(1,026,607)		(1,026,607)
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		$ 80	1,165,076		1,165,156
Warrants exercised for common stock (in Shares)		795,876
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
Series C Preferred stock dividends			(300,000)		(300,000)
Net loss				(14,550,609)	(14,550,609)
Balance at Dec. 31, 2023	$ 319,000	$ 216	$ 112,946,891	$ (100,160,891)	$ 13,105,216
Balance (in Shares) at Dec. 31, 2023	106,333	2,150,412

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

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

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. As of December 31, 2023, the Company had cash equivalents of $4.7 million and $6.6 million in cash equivalents as of December 31, 2022.

RESTRICTED CASH

RESTRICTED CASH

Restricted cash included amounts held as collateral for company credit cards. During the year ended December 31, 2023, the Company closed the company credit card. Restricted cash included in Cash, Cash Equivalents and Restricted Cash, as presented on the Statements of Cash Flows, amounted to $60 thousand as of December 31, 2022.

CONCENTRATIONS OF CREDIT RISK

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

REVENUE RECOGNITION

The Company’s revenues consist of product sales to either end customers, to distributors or direct bulk sales to the VHA. 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 VHA, 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.

During the year ended December 31, 2023, the Company released new offerings by leasing hardware coupled with monthly subscription services. We account for the revenue from its lease contracts by utilizing the single component accounting policy. This policy requires the Company to account for, by class of underlying asset, the lease component and nonlease component(s) associated with each lease as a single component if two criteria are met: (1) the timing and pattern of the lease component and the nonlease component are the same and (2) the lease component would be classified as an operating lease, if accounted for separately. The Company has determined that its leased hardware meets the criteria to be operating leases and has the same timing and pattern of transfer as its monthly subscription services. The Company has elected the lessor practical expedient within ASC 842, Leases (“ASC 842”) and recognizes, measures, presents, and discloses the revenue for the new offering based upon the predominant component, either the lease or nonlease component. The Company recognizes revenue under ASC 606, Revenue Recognition from Contracts with Customers (“ASC 606”) for its leased product for which it has estimated that the nonlease components of the new offering is the predominant component of the contract. For the year ended December 31, 2023, the Company’s sales recognized over time were immaterial. For the year ended December 31, 2022, none of the Company’s sales were recognized over time.

SALES TO DISTRIBUTORS AND RETAILERS

SALES TO DISTRIBUTORS AND RESELLERS

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, 2023, and 2022.

SHIPPING AND HANDLING

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 $0.3 million and $0.6 million, respectively, for the years ended December 31, 2023, and 2022.

ACCOUNTS RECEIVABLE - NET

ACCOUNTS RECEIVABLE - NET

For the years ended December 31, 2023, and 2022, the Company’s revenues were primarily the result of shipments to VHA hospitals and clinics, which are made in most cases on a prepaid basis. The Company also sells its products to distributors and resellers, typically providing customers with modest trade credit terms. Sales made to distributors and resellers 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 credit losses, as necessary whenever events or circumstances indicate the carrying value may not be recoverable. As of December 31, 2023, and 2022, the allowance for credit losses was immaterial.

INVENTORY

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, 2023, inventory was comprised of $1.2 million in finished goods on hand. As of December 31, 2022, inventory consisted 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 December 31, 2023, and 2022, $0.3 million and $10 thousand, 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

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

Property and equipment consisting of equipment, furniture, fixtures, website 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

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), comparisons to other similar companies (market approach), and an adjusted balance sheet approach.

As part of the annual evaluation of goodwill in 2023, the Company determined that it is more likely than not that the carrying value of goodwill exceeded its fair value, and therefore an impairment write-down was required. During the year ended December 31, 2023, the Company wrote down the carrying value of goodwill by $7.8 million. See Note 5.

OTHER INTANGIBLE ASSETS

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, 2023, and 2022.

As of December 31, 2023, the other intangible assets are comprised of patents of $1.3 million; trademarks of $0.8 million; and customer relationships of $0.8 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 years ended December 31, 2023, and 2022, the Company had an amortization expense of $0.8 million for both years.

Amortization expense estimated for fiscal years 2024 and 2025 is expected to be approximately $0.8 million per year, $0.6 million for fiscal year 2026, $0.3 million for fiscal year 2027, $63 thousand for fiscal year 2028 and approximately $0.5 million thereafter.

INCOME TAXES

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, 2022.

STOCK BASED COMPENSATION

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

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 59,228 shares of common stock and warrants to purchase 9,531,242 shares of common stock as of December 31, 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 26,250 shares of common stock and warrants to purchase 214,769 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. Net loss attributable to Common Stockholders per share as of December 31, 2023, was impacted by the payment of dividends for Series C Redeemable Preferred Stock of $0.3 million and a deemed dividend of $0.9 million resulting from the modification of certain warrant terms. Net loss attributable to Common Stockholders per share as of December 31, 2022 was impacted by the payment of dividends for Series C Redeemable Preferred Stock of $0.3 million. Refer to Note 8.

RESEARCH AND DEVELOPMENT AND PRODUCT AND SOFTWARE DEVELOPMENT COSTS

RESEARCH AND DEVELOPMENT AND PRODUCT AND SOFTWARE 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, 2023, the Company capitalized $0.7 million of such product development costs and $1.0 million of such software development costs. For the year ended December 31, 2022, the Company capitalized $0.7 million and $0.4 million of such product and software development costs, respectively. Amortization of these costs is on a straight-line basis over three years and amounted to approximately $53.8 thousand and $23.4 thousand for product development and software development, respectively, for the year ended December 31, 2023. Amortization for the year ended December 31, 2022 was $15 thousand for product development costs. Cumulatively, as of December 31, 2023 and 2022, approximately $1.0 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. As of December 31, 2023, a total of $0.3 million of expenditures to the Company considered to be a related party were included in accounts payable and accrued expenses.

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The new standard also requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 was effective for SEC filers qualifying as small reporting companies, for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the Company adopted ASU 2016-13, which resulted in no effects on the Company’s financial position, results of operations, or cash flows.

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Cash equivalents	$ 4,700,000	$ 6,600,000
Restricted cash		59,988
Cost of goods sold	3,269,967	4,685,639
Inventory finished goods	1,200,000	600,000
Inventory in-transit from vendors		1,200,000
Prepaid expenses and other current assets	300,000	10,000
Goodwill, Impairment Loss	7,815,000
Amortization expense	800,000	$ 800,000
Amortization expense estimated	$ 500,000
Stock options purchase (in Shares)	59,228	26,250
Development cost	$ 700,000	$ 700,000
Software development costs	1,000,000	400,000
Product development amortization	68,801	15,029
Software development amortization	23,354	0
Capitalized product and software development costs	1,000,000	$ 300,000
Accounts payable and accrued expenses	300,000
2025 [Member]
Summary of Significant Accounting Policies [Line Items]
Amortization expense estimated	800,000
2024 [Member]
Summary of Significant Accounting Policies [Line Items]
Amortization expense estimated	800,000
2026 [Member]
Summary of Significant Accounting Policies [Line Items]
Amortization expense estimated	600,000
2027 [Member]
Summary of Significant Accounting Policies [Line Items]
Amortization expense estimated	300,000
2028 [Member]
Summary of Significant Accounting Policies [Line Items]
Amortization expense	$ 63,000
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Purchase of warrant shares (in Shares)	9,531,242	214,769
Series C Redeemable Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Payment of dividends	$ 300,000	$ 900,000
Redeemable preferred stock		300,000
Shipping and Handling [Member]
Summary of Significant Accounting Policies [Line Items]
Cost of goods sold	300,000	600,000
Product development costs [Member]
Summary of Significant Accounting Policies [Line Items]
Product development amortization	53,800
Amortization	15,000
Software Development [Member]
Summary of Significant Accounting Policies [Line Items]
Software development amortization	23,400
Logic Mark [Member] \| Patents [Member]
Summary of Significant Accounting Policies [Line Items]
Intangible assets of patents	$ 1,300,000	1,700,000
Other intangible assets, estimated useful lives	11 years
Logic Mark [Member] \| Trademarks [Member]
Summary of Significant Accounting Policies [Line Items]
Intangible assets trademarks	$ 800,000	900,000
Other intangible assets, estimated useful lives	20 years
Logic Mark [Member] \| Customer Relationships [Member]
Summary of Significant Accounting Policies [Line Items]
Intangible assets customer relationships	$ 800,000	$ 1,200,000
Other intangible assets, estimated useful lives	10 years

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (14,550,609)	$ (6,924,965)

- Definition

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

+ References

+ Details

Organization and Principal Business Activities

12 Months Ended

Dec. 31, 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 (“VHA”).

Stockholders’ Equity

12 Months Ended

Dec. 31, 2023

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 - STOCKHOLDERS’ EQUITY

November 2023 Warrant Inducement Transactions

On November 21, 2023, the Company entered into each of the 2021 Inducement Agreements and the 2023 Inducement Agreements (together, the “Inducement Agreements”) with certain of its warrant holders, pursuant to which the Company induced such warrant holders to exercise for cash their common stock purchase warrants issued pursuant to firm commitment public offerings by the Company that closed on September 15, 2021 (the “Existing September 2021 Warrants”) and January 25, 2023 (the “Existing January 2023 Warrants” and together with the Existing September 2021 Warrants, the “Existing Warrants”) to purchase up to approximately 909,059 shares of Common Stock, at a lower exercise price of (x) $2.00 per share for the Existing September 2021 Warrants and (y) $2.00 per one and one-half share for the Existing January 2023 Warrants, during the period from the date of the Inducement Agreements until December 20, 2023 (the “Inducement Deadline”). In consideration for the warrant holders’ agreement to exercise the Existing Warrants in accordance with the Inducement Agreements, the Company agreed to issue such warrant holders the Warrants as follows: (A) Series A Common Stock purchase warrants (the “Series A Warrants”) to purchase up to a number of shares of Common Stock equal to 200% of the number of shares of Common Stock issued upon exercise of the Existing September 2021 Warrants (up to 80,732 shares) (the “Series A Warrant Shares”), at an exercise price of $2.00 per Series A Warrant Share; and (B) Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to a number of shares of Common Stock equal to 200% of the number of shares of Common Stock issued upon exercise of the Existing January 2023 Warrants (up to 1,382,058 shares) (the “Series B Warrant Shares”), at an exercise price of $2.00 per one and one-half Series B Warrant Share. Of the Series A Warrants, 50% are immediately exercisable and expire on the Termination Date (as defined in the Existing September 2021 Warrants) and 50% are exercisable at any time on or after the Stockholder Approval Date (as defined in the Inducement Agreements), and have a term of exercise of five and a half years from the date of the initial closing of the transactions contemplated by the Inducement Agreements. Of the Series B Warrants, 50% are immediately exercisable and expire on the Termination Date (as defined in the Existing January 2023 Warrants) and 50% are exercisable at any time on or after the Stockholder Approval Date, and have a term of exercise of five years and a half years from the date of the initial closing of the transactions contemplated by the Inducement Agreements. The Company used the proceeds from the exercise of the Existing Warrants for working capital purposes and other general corporate purposes.

The Company determined that the decrease in exercise price of the Existing Warrants discussed above resulted in a deemed dividend. The Company determined the deemed dividend was the difference between the fair value of the Existing Warrants immediately prior to the modification of terms and the fair value of the new Series A and Series B Warrants at the time of the modification. The difference between the fair value of the warrants immediately prior to modification of terms and immediately after the modification was calculated as $0.9 million, using a Black Scholes model. This deemed dividend has been added to the net loss to arrive at net loss attributable to common stockholders on the statements of operations.

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, par value $0.0001 per share (the “Predecessor 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 year ended December 31, 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 years ended December 31, 2023 and 2022, the Company recorded Series C Redeemable Preferred Stock dividends of $0.3 million.

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, 2023 and 2022 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, 2023 and 2022:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Aggregate Intrinsic Value
Outstanding and Exercisable at December 31, 2022		4,295,380		$	120.39		3.60	$	-
Outstanding and Exercisable at January 1, 2023		4,295,380		$	120.39		3.60	$	-
Issued - January 2023 Offering		14,840,198			2.52		4.07		-
Issued prefunded warrants		3,440,000			0.00		-		-
Issued - November 2023 Warrant Inducement		1,462,790			2.00		4.70
Exercise of prefunded warrants		(3,440,000	)		0.00		-		-
Exercise of warrants - January 2023 Offering		(859,770	)		2.52		-		-
Exercise of warrants - November 2023 Warrant Inducement		(10,021,040	)		2.00		-
Expiration of warrants		(186,316	)		459.49		-		-
Outstanding and Exercisable at December 31, 2023		9,531,242		$	39.44		3.72	$	-

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 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

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

CASH AND CASH EQUIVALENTS

RESTRICTED CASH

CONCENTRATIONS OF CREDIT RISK

REVENUE RECOGNITION

SALES TO DISTRIBUTORS AND RESELLERS

SHIPPING AND HANDLING

ACCOUNTS RECEIVABLE - NET

INVENTORY

LONG-LIVED ASSETS

PROPERTY AND EQUIPMENT

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

GOODWILL

OTHER INTANGIBLE ASSETS

INCOME TAXES

STOCK BASED COMPENSATION

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE

RESEARCH AND DEVELOPMENT AND PRODUCT AND SOFTWARE DEVELOPMENT COSTS

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Commitments and Contingencies (Details) - Schedule of Lease Expense - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Lease Expense [Abstract]
Operating lease right-of-use assets	$ 113,761	$ 182,363
Other accrued expenses	68,321
Other long-term liabilities	51,841
Total	$ 120,162
Weighted Average Remaining Lease Term	1 year 8 months 1 day
Weighted Average Discount Rate	13.00%

Income Taxes (Details) - Schedule of Income Before Income Taxes - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Loss before income taxes:
United States	$ (14,860,458)	$ (6,787,009)
Foreign
Loss before income taxes:	$ (14,860,458)	$ (6,787,009)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Basis of Presentation (Details)	12 Months Ended
Basis of Presentation (Details)	Dec. 31, 2023
Basis of Presentation [Abstract]
Reverse stock split, description	the 1-for-20 reverse stock split that occurred on April 21, 2023.

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Expenses [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:

	December 31,		December 31,
	2023		2022
Salaries, payroll taxes and vacation	$	167,930	$	114,030
Merchant card fees		14,983		15,062
Professional fees		83,532		25,000
Management incentives		503,800		519,800
Lease liability		68,321		69,402
Development costs		109,000		-
Dividends – Series C and F Preferred Stock		-		48,389
Inventory in transit		-		812,970
Other		203,632		135,837
Totals	$	1,151,198	$	1,740,490

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Goodwill Impairment

12 Months Ended

Dec. 31, 2023

Goodwill Impairment [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. As of December 31, 2023, the Company completed an impairment test of goodwill. The fair value was determined by using a market-based approach (weighted 70%), an income approach (weighted 20%) and adjusted book value method (weighted 10%), as this combination was deemed to be the most indicative of the Company’s fair value. The Company also included the current market value of the Company’s equity in the overall analysis. Under the market-based approach, the Company utilized information regarding the Company, the Company’s industry as well as publicly available industry information to determine earnings multiples and sales multiples that are used to value the Company. Under the income approach, the Company determined fair value based on estimated future cash flows of the Company, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk and the rate of return an outside investor would expect to earn, which are unobservable Level 3 inputs. The discounted estimates of future cash flows include significant management assumptions such as revenue growth rates, operating margins, weighted average cost of capital, and future economic and market conditions. The Company further compared the estimated fair value to the Company’s market capitalization. As of December 31, 2023, the Company concluded that the carrying value of its goodwill was partially impaired and recorded an impairment charge of $7.8 million.

As of December 31, 2022, the Company determined that there were no indicators present to suggest that it was more likely than not that the fair value of goodwill was less than the carrying amount.

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Real estate lease term, description		The Company’s real estate lease is for a fulfillment center, with a lease term of 5 years expiring in August 2025.
Lease agreement amount		$ 300,000
Monthly rent	$ 6,400
Increasing annual rent, percentage	3.00%
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Total present value of future minimum lease payments
Operating lease cost		$ 78,500
Louisville, Kentucky [Member]
Commitments and Contingencies [Line Items]
Monthly rent		$ 6,600

Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accrued Expenses [Abstract]
Salaries, payroll taxes and vacation	$ 167,930	$ 114,030
Merchant card fees	14,983	15,062
Professional fees	83,532	25,000
Management incentives	503,800	519,800
Lease liability	68,321	69,402
Development costs	109,000
Dividends – Series C and F Preferred Stock		48,389
Inventory in transit		812,970
Other	203,632	135,837
Totals	$ 1,151,198	$ 1,740,490

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities
Net loss	$ (14,550,609)	$ (6,924,965)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	105,674	26,888
Stock based compensation	1,577,440	1,644,269
Amortization of intangible assets	761,796	776,793
Amortization of product development costs	53,771	15,029
Amortization of software development costs	23,354
Goodwill impairment	7,815,000
Deferred taxes (benefit) expense	(320,102)	124,468
Changes in operating assets and liabilities:
Accounts receivable	388,948	(303,846)
Inventory	567,755	(507,931)
Prepaid expenses and other current assets	(111,080)	500,093
Accounts payable	22,193	180,621
Accrued expenses	(649,620)	859,294
Net Cash Used in Operating Activities	(4,315,480)	(3,609,287)
Cash flows from Investing Activities
Purchase of equipment and website development	(53,429)	(282,466)
Product development costs	(562,610)	(661,673)
Software development costs	(757,396)	(364,018)
Net Cash Used in Investing Activities	(1,373,435)	(1,308,157)
Cash flows from Financing Activities
Proceeds from sale of common stock and warrants	5,211,428
Fees paid in connection with equity offerings	(1,026,607)
Warrants exercised for common stock	1,165,156
Series C redeemable preferred stock dividends	(300,000)	(300,000)
Net Cash Provided by (Used in) Financing Activities	5,049,977	(300,000)
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(638,938)	(5,217,444)
Cash, Cash Equivalents and Restricted Cash - Beginning of Year	7,037,102	12,254,546
Cash, Cash Equivalents and Restricted Cash - End of Year	6,398,164	7,037,102
Cash paid during the years for:
Taxes	3,152
Non-cash investing and financing activities:
Accrued preferred stock dividends		48,389
Conversion of Series F preferred stock to common stock	201,000
Common stock issued for to settle Series F preferred stock dividend	48,389
Product development costs included in accounts payable and accrued expenses	113,538
Software development costs included in accounts payable and accrued expenses	201,841
Website development included in accounts payable		$ 18,494

Basis of Presentation

12 Months Ended

Dec. 31, 2023

Basis of Presentation [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.

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 year ended December 31, 2022 have been retroactively adjusted to reflect the 1-for-20 reverse stock split that occurred on April 21, 2023. See Note 8.

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
Statements of Operations (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net Loss Attributable to Common Stockholders Per Share - Diluted	$ (11.66)	$ (15.15)
Weighted Average Number of Common Shares Outstanding - Diluted	1,353,333	478,705

- 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
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Paragraph 7
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-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
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-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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Schedule of Income Before Income Taxes

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

	Year Ended December 31,
	2023			2022
Loss before income taxes:
United States	$	(14,860,458	)	$	(6,787,009	)
Foreign		-			-
Loss before income taxes:	$	(14,860,458	)	$	(6,787,009	)

Schedule of Expense for Income Taxes

The expense for income taxes consists of:

	Year Ended December 31,
	2023			2022
Current income tax provision
Federal	$	-		$	-
State		10,253			13,859
Foreign		-			-
		10,253			13,859
Deferred income tax
Federal		(106,387	)		36,527
State		(213,715	)		87,570
Foreign		-			-
		(320,102	)		124,097

Total income tax (benefit) provision	$	(309,849	)	$	137,956

Schedule of Effective Tax Rate on Income from Continuing Operations

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

	Year Ended December 31,
	2023			2022
Provision at Federal statutory rate		21.00	%		21.00	%
State income taxes		1.07	%		(1.22	)%
Other permanent tax adjustments		(0.37	)%		(0.59	)%
Change in valuation allowance		(18.93	)%		(16.74	)%
Shortfalls on Stock Based Compensation		(0.68	)%		(4.49	)%
Prior period adjustments		0.00	%		0.02	%
Benefit (provision) for income taxes		2.09	%		(2.02	)%

Schedule of Deferred Tax Assets and Liabilities

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

	Year Ended December 31,
	2023			2022
Deferred tax assets:
Net operating loss carryforward	$	15,302,761		$	13,716,239
Tax credits		205,028			205,028
Lease liabilities		33,397			54,558
Accruals and reserves		168,603			173,247
Capital loss carryforwards		2,678,907			2,678,907
Capitalized research costs		383,233			587,202
Taxable goodwill		1,140,134			-
Intangible assets		523,899			508,057
Stock compensation		397,275			179,105
Federal effect of state taxes		-			44,880
Fixed assets		17,451			-
Other		849			4,533
Total deferred tax assets before valuation allowance:		20,851,537			18,151,756
Valuation allowance		(20,819,919	)		(17,343,925	)
Deferred tax assets, net of valuation allowance		31,618			807,831

Deferred tax liabilities:
Right-of-use assets		(31,618	)		(52,485	)
Taxable goodwill		-			(790,527	)
Fixed assets		-			(284,921	)
Total deferred tax liabilities		(31,618	)		(1,127,933	)

Net deferred tax liability	$	-		$	(320,102	)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Schedule of Future Minimum Lease Payments

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,

Year Ending December 31,
2024	$	80,000
2025		54,400
Total future minimum lease payments	$	134,400
Less imputed interest		(14,238	)
Total present value of future minimum lease payments	$	120,162

Schedule of Lease Expense

As of December 31, 2023
Operating lease right-of-use assets	$	113,761

Other accrued expenses	$	68,321
Other long-term liabilities		51,841
	$	120,162

As of December 31, 2023

Weighted Average Remaining Lease Term	1.67
Weighted Average Discount Rate	13.00	%

Stock Incentive Plans (Details) - USD ($)					12 Months Ended
Stock Incentive Plans (Details) - USD ($)	Mar. 07, 2023	Sep. 30, 2022	Aug. 24, 2017	Jan. 04, 2013	Dec. 31, 2023	Dec. 31, 2022
Stock Incentive Plans [Line Items]
Stock option forfeited					750
Aggregate fair value (in Dollars)					$ 147,506	$ 374,389
Stock-based compensation expense (in Dollars)					$ 1,600,000	$ 1,600,000
Stock Incentive Plans 2023 [Member]
Stock Incentive Plans [Line Items]
Share issued	68,723				212,853
Common shares outstanding, percentage	15.00%
Number of options vested					3,125
Stock options vesting term					4 years
Exercise price (in Dollars per share)					$ 2.92
Unrecognised compensation cost (in Dollars)					$ 7,000
Stock options forfeited					1,750
Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Common shares outstanding, percentage			10.00%
Number of options vested					2,642
Exercise price (in Dollars per share)						$ 15.2
Aggregate fair value (in Dollars)						$ 40,023
Unrecognised compensation cost (in Dollars)					$ 42,000
Stock options issued						1,625
Forfeited shares						1,000
Option shares						25,462
Exercise price (in Dollars per share)						$ 15.2
2013 Long-Term Stock Incentive Plan [Member]
Stock Incentive Plans [Line Items]
Number of options vested						1,364
Strike price (in Dollars per share)						$ 44
Forfeited shares					1,250
Number of Employees, Total [Member] \| 2013 Long-Term Stock Incentive Plan [Member]
Stock Incentive Plans [Line Items]
Stock options vesting term						4 years
Exercise price (in Dollars per share)						$ 67.2
Stock options issued						11,875
Forfeited shares						4,000
Number of shares option						625
Aggregate fair value (in Dollars)						$ 743,310
Share-Based Payment Arrangement, Tranche One [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Common stock vesting period						30 months
Share-Based Payment Arrangement, Tranche Two [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Common stock vesting period						48 months
Equity Option [Member] \| Stock Incentive Plans 2023 [Member]
Stock Incentive Plans [Line Items]
Number of options vested					2,000
Stock options vesting term					4 years
Exercise price (in Dollars per share)					$ 3.03
Equity Option [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Number of options vested					3,125
Stock options vesting term					4 years
Exercise price (in Dollars per share)					$ 3.8
Aggregate fair value (in Dollars)					$ 11,000	$ 54,233
Equity Option [Member] \| 2013 Long-Term Stock Incentive Plan [Member]
Stock Incentive Plans [Line Items]
Unrecognised compensation cost (in Dollars)					$ 300,000
Common Stock [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Number of options vested						21,517
Aggregate fair value (in Dollars)						$ 1,331,870
Stock options issued		778
Non-Employee Board of Directors [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Stock options vesting term						4 years
Exercise price (in Dollars per share)						$ 21.8
Aggregate fair value (in Dollars)						$ 72,815
Non-Employee Board of Directors [Member] \| Equity Option [Member] \| Stock Incentive Plans 2023 [Member]
Stock Incentive Plans [Line Items]
Number of options vested					9,900
Advisory Board [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Stock options vesting term						4 years
Exercise price (in Dollars per share)						$ 21.8
Strike price (in Dollars per share)						$ 21.8
Number of cliff vesting options						545
Cliff vesting rate						100.00%
Advisory Board [Member] \| Minimum [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Strike price (in Dollars per share)						$ 36
Advisory Board [Member] \| Maximum [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Strike price (in Dollars per share)						$ 36.4
Advisory Board [Member] \| Equity Option [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Aggregate fair value (in Dollars)						$ 34,203
Number of options granted		1,106
Shares issued to stock options						2,375
Non-Employee Board of Directors [Member] \| Stock Incentive Plans 2023 [Member]
Stock Incentive Plans [Line Items]
Number of options vested					10,275
Exercise of strike price (in Dollars per share)					$ 2.92
Aggregate fair value (in Dollars)					$ 46,000
Non-Employee Board of Directors [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Number of options vested					10,528	2,294
Exercise price (in Dollars per share)					$ 3.8
Aggregate fair value (in Dollars)		$ 17,582			$ 35,000
Non-Employee Board of Directors [Member] \| 2013 Long-Term Stock Incentive Plan [Member]
Stock Incentive Plans [Line Items]
Common shares outstanding, percentage				10.00%
Exercise price (in Dollars per share)						$ 44
Aggregate fair value (in Dollars)						$ 51,187
Non-Employee Board of Directors [Member] \| Equity Option [Member] \| Stock Incentive Plans 2023 [Member]
Stock Incentive Plans [Line Items]
Exercise of strike price (in Dollars per share)					$ 3.03
Non-Employee Board of Directors [Member] \| Advisory Board [Member] \| Stock Incentive Plan 2017 [Member]
Stock Incentive Plans [Line Items]
Forfeited shares						1,250
Option shares						1

Income Taxes (Details) - Schedule of Expense for Income Taxes - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Expense for Income Taxes [Abstract]
Federal
State	10,253	13,859
Foreign
Current income tax provision	10,253	13,859
Federal	(106,387)	36,527
State	(213,715)	87,570
Foreign
Deferred income tax	(320,102)	124,097
Total income tax (benefit) provision	$ (309,849)	$ 137,956

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues	$ 9,929,629	$ 11,916,482
Costs of goods sold	3,269,967	4,685,639
Gross Profit	6,659,662	7,230,843
Operating Expenses
Direct operating cost	1,142,596	1,455,450
Advertising cost	270,709	105,672
Selling and marketing	2,206,091	1,094,628
Research and development	982,684	1,241,265
General and administrative	8,478,947	9,037,794
Other expense	147,506	374,389
Goodwill impairment	7,815,000
Depreciation and amortization	944,596	828,137
Total Operating Expenses	21,988,129	14,137,335
Operating Loss	(15,328,467)	(6,906,492)
Other Income
Interest income	221,871	119,483
Other income	246,138
Total Other Income	468,009	119,483
Loss before Income Taxes	(14,860,458)	(6,787,009)
Income tax (benefit) expense	(309,849)	137,956
Net Loss	(14,550,609)	(6,924,965)
Preferred stock dividends	(300,000)	(328,456)
Deemed dividend	(930,122)
Net Loss Attributable to Common Stockholders	$ (15,780,731)	$ (7,253,421)
Net Loss Attributable to Common Stockholders Per Share - Basic (in Dollars per share)	$ (11.66)	$ (15.15)
Weighted Average Number of Common Shares Outstanding - Basic (in Shares)	1,353,333	478,705

Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment	Dec. 31, 2023
Equipment [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	5 years
Furniture and fixtures [Member \| Minimum [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	3 years
Furniture and fixtures [Member \| Maximum [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	5 years
Website and other [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	3 years

Stock Incentive Plans

12 Months Ended

Dec. 31, 2023

Stock Incentive Plans [Abstract]

STOCK INCENTIVE PLANS

NOTE 9 - 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 December 31, 2023, the maximum number of shares of common stock that may be issued under the 2023 Plan is 212,853. 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 year ended December 31, 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 December 31, 2023, the unrecognized compensation cost related to non-vested stock options was $7 thousand.

During the year ended December 31, 2023, 1,750 of the Company’s stock options were forfeited by participants 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 year ended December 31, 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 December 31, 2023, the unrecognized compensation cost related to non-vested stock options was $42 thousand.

During the year ended December 31, 2023, 750 of the Company’s stock options were forfeited by participants under the 2017 SIP.

During the year ended December 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 $1,331,870 to certain employees as inducement and incentive grants. During the year ended December 31, 2022, the Company also issued 778 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 1,106 stock options were granted to two Advisory Board members at strike prices ranging from $36.00 to $36.40 vesting over periods up to one year and a total aggregate fair value of $34,203. The Company issued 2,375 stock options (1,250 of which were forfeited) 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 and a total aggregate fair value of $54,233. In addition, 2,294 fully vested stock options were granted to five non-employee Board directors at an exercise price of $21.80. The aggregate fair value of the shares issued to the directors was $72,815. The Company issued 1,625 stock options (1,000 of which were forfeited) vesting over four years to employees with an exercise price of $15.20 for a total aggregate fair value of $25,462. In addition, 2,642 fully vested stock options were granted to four non-employee Board directors at an exercise price of $15.20. The aggregate fair value of the shares issued to the directors was $40,023.

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 year ended December 31, 2023, the Company did not issue stock options under the 2013 LTIP. During the year ended December 31, 2023, the Company had 1,250 stock options forfeited under the 2013 LTIP. As of December 31, 2023, the unrecognized compensation cost related to non-vested stock options was $0.3 million.

During the year ended December 31, 2022, the Company issued 11,875 stock options (4,000 of which were forfeited) vesting over four years to employees with an exercise price of $67.20 and an option for 625 shares to a non-employee with a strike price of $44.00 and a total aggregate fair value of $743,310. In addition, 1,364 fully vested stock options were granted to six non-employee Board directors at an exercise price of $44.00. The aggregate fair value of the shares issued to the directors was $51,187.

Stock-based Compensation Expense

Total stock-based compensation expense during 2023 and 2022 pertaining to awards under the 2023 Plan, 2017 SIP and 2013 LTIP amounted to $1.6 million for both periods.

Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments	Dec. 31, 2023 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
2024	$ 80,000
2025	54,400
Total future minimum lease payments	134,400
Less imputed interest	(14,238)
Total present value of future minimum lease payments	$ 120,162

Liquidity and Management Plans

12 Months Ended

Dec. 31, 2023

Liquidity and Management Plans [Abstract]

LIQUIDITY AND MANAGEMENT PLANS

NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS

The Company generated an operating loss of $15.3 million and a net loss of $14.6 million for the year ended December 31, 2023. As of December 31, 2023, the Company had cash and cash equivalents of $6.4 million. As of December 31, 2023, the Company had working capital of $6.0 million compared to working capital as of December 31, 2022, of $7.1 million.

Given the Company’s cash position as of December 31, 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.

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders’ Equity [Abstract]

Schedule of Warrants Outstanding and Exercisable

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

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life In Years		Aggregate Intrinsic Value
Outstanding and Exercisable at December 31, 2022		4,295,380		$	120.39		3.60	$	-
Outstanding and Exercisable at January 1, 2023		4,295,380		$	120.39		3.60	$	-
Issued - January 2023 Offering		14,840,198			2.52		4.07		-
Issued prefunded warrants		3,440,000			0.00		-		-
Issued - November 2023 Warrant Inducement		1,462,790			2.00		4.70
Exercise of prefunded warrants		(3,440,000	)		0.00		-		-
Exercise of warrants - January 2023 Offering		(859,770	)		2.52		-		-
Exercise of warrants - November 2023 Warrant Inducement		(10,021,040	)		2.00		-
Expiration of warrants		(186,316	)		459.49		-		-
Outstanding and Exercisable at December 31, 2023		9,531,242		$	39.44		3.72	$	-

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Apr. 12, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None.
Entity Information [Line Items]
Entity Registrant Name	LogicMark, Inc.
Entity Central Index Key	0001566826
Entity File Number	001-36616
Entity Tax Identification Number	46-0678374
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 3,776,400
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	(502)
Local Phone Number	442-7911
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	LGMK
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		2,196,612

Stockholders’ Equity (Details) - Schedule of Warrants Outstanding and Exercisable - Warrant [Member] - USD ($)			12 Months Ended
	Jan. 01, 2023	Dec. 31, 2022	Dec. 31, 2023
Schedule of Warrants Outstanding and Exercisable [Line Items]
Number of Warrants, Outstanding and Exercisable at ending	4,295,380	4,295,380	9,531,242
Weighted Average Exercise Price, Outstanding and Exercisable at ending	$ 120.39	$ 120.39	$ 39.44
Weighted Average Remaining Life In Years, Outstanding and Exercisable at ending	3 years 7 months 6 days	3 years 7 months 6 days	3 years 8 months 19 days
Aggregate Intrinsic Value, Outstanding and Exercisable at ending
Number of Warrants, Exercise of prefunded warrants			(3,440,000)
Weighted Average Exercise Price, Exercise of prefunded warrants			$ 0
Weighted Average Remaining Life In Years, Exercise of prefunded warrants
Aggregate Intrinsic Value,Exercise of prefunded warrants
Number of Warrants, Expiration of warrants			(186,316)
Weighted Average Exercise Price, Expiration of warrants			$ 459.49
Weighted Average Remaining Life In Years, Expiration of warrants
Aggregate Intrinsic Value, Expiration of warrants
Number of Warrants, Issued prefunded warrants			3,440,000
Weighted Average Exercise Price, Issued prefunded warrants			$ 0
Weighted Average Remaining Life In Years, Issued prefunded warrants
Aggregate Intrinsic Value, Issued prefunded warrants
January 2023 Offering [Member]
Schedule of Warrants Outstanding and Exercisable [Line Items]
Number of Warrants, Issued			14,840,198
Weighted Average Exercise Price, Issued			$ 2.52
Weighted Average Remaining Life In Years, Issued			4 years 25 days
Aggregate Intrinsic Value, Issued
Number of Warrants, Exercise of warrants			(859,770)
Weighted Average Exercise Price, Exercise of warrants			$ 2.52
Weighted Average Remaining Life In Years, Exercise of warrants
Aggregate Intrinsic Value, Exercise of warrants
November 2023 Warrant Inducement [Member]
Schedule of Warrants Outstanding and Exercisable [Line Items]
Number of Warrants, Issued			1,462,790
Weighted Average Exercise Price, Issued			$ 2
Weighted Average Remaining Life In Years, Issued			4 years 8 months 12 days
Number of Warrants, Exercise of warrants			(10,021,040)
Weighted Average Exercise Price, Exercise of warrants			$ 2
Weighted Average Remaining Life In Years, Exercise of warrants

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor [Table]
Auditor Name	BPM LLP
Auditor Firm ID	207
Auditor Location	Walnut Creek, California