View Filing Data

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2017	Mar. 29, 2018	Jun. 30, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Nxt-ID, Inc.
Entity Central Index Key	0001566826
Amendment Flag	false
Trading Symbol	NXTD
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 15,500,905
Entity Common Stock, Shares Outstanding		24,347,482

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 5,636,415	$ 3,299,679
Restricted cash	40,371	40,371
Accounts receivable, net	1,806,785	1,218,705
Inventory, net	3,059,517	5,341,500
Prepaid expenses and other current assets	1,457,090	1,347,627
Total Current Assets	12,000,178	11,247,882
Property and equipment:
Equipment	211,751	175,537
Furniture and fixtures	98,828	79,062
Tooling and molds	630,481	581,881
Property and equipment, gross	941,060	836,480
Accumulated depreciation	(624,420)	(456,752)
Property and equipment, net	316,640	379,728
Goodwill	24,599,371	15,479,662
Other intangible assets, net of amortization of $1,415,411 and $318,842, respectively	11,326,556	8,285,725
Total Assets	48,242,745	35,392,997
Current Liabilities
Accounts payable	1,466,379	2,070,658
Accrued expenses	2,465,067	2,901,672
Customer deposits	2,826,105	6,068,894
Short-term debt	266,201	773,969
Convertible notes payable, net of discount of $0 and $1,366,667, respectively, and net of deferred debt issuance costs of $0 and $123,563, respectively		9,770
Other current liabilities - contingent consideration	3,656,660	1,496,442
Total Current Liabilities	10,680,412	13,321,405
Other long-term liabilities - contingent consideration	3,904,568	4,832,028
Long-term debt	585,641
Revolving loan facility, net of deferred debt issuance costs of $200,744 and $769,453, respectively	11,799,256	14,230,547
Deferred tax liability	335,401	190,286
Total Liabilities	27,305,278	32,574,266
Commitments and Contingencies
Series C Preferred Stock, $0.0001 par value: 2,000 shares designated; 2,000 and 0 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively	1,807,300
Stockholders' Equity
Common stock, $0.0001 par value: 100,000,000 shares authorized; 23,583,593 and 7,379,924 shares issued and outstanding, respectively	2,358	738
Additional paid-in capital	62,052,483	33,204,943
Accumulated deficit	(42,924,674)	(34,659,801)
Total Stockholders' Equity	19,130,167	2,818,731
Total Liabilities, Series C Preferred Stock and Stockholders' Equity	48,242,745	35,392,997
Series A Preferred stock
Stockholders' Equity
Preferred stock, value		182,851
Series B Preferred Stock
Stockholders' Equity
Preferred stock, value		$ 4,090,000

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Other intangible assets, net of amortization	$ 1,415,411	$ 318,842
Convertible notes payable, net of discount	0	1,366,667
Deferred debt issuance costs	0	123,563
Debt issuance costs	$ 200,744	$ 769,453
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	23,583,593	7,379,924
Common stock, shares outstanding	23,583,593	7,379,924
Series A Preferred stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	3,125,000	3,125,000
Preferred stock, shares issued	0	211,424
Preferred stock, shares outstanding	0	211,424
Preferred stock, liquidation preferences	$ 0	$ 440,594
Series B Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,500,000	4,500,000
Preferred stock, shares issued	0	4,500,000
Preferred stock, shares outstanding	0	4,500,000
Preferred stock, liquidation preferences	$ 0	$ 5,625,000
Series C Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000	2,000
Preferred stock, shares issued	2,000	0
Preferred stock, shares outstanding	2,000	0

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Statements of Operations [Abstract]
Revenues	$ 23,316,969	$ 7,736,320
Costs of goods sold	11,685,447	4,434,868
Gross Profit	11,631,522	3,301,452
Operating Expenses
General and administrative	8,703,493	6,241,685
Selling and marketing	4,899,126	2,881,668
Research and development	1,667,850	888,187
Total Operating Expenses	15,270,469	10,011,540
Operating Loss	(3,638,947)	(6,710,088)
Other Income and (Expense)
Interest income		23
Interest expense	(7,736,414)	(3,275,059)
Change in fair value of contingent consideration	1,497,153
Loss on extinguishment of debt		(272,749)
Change in fair value of derivative liabilities		(2,299,020)
Total Other Expense, Net	(6,239,261)	(5,846,805)
Loss before Income Taxes	(9,878,208)	(12,556,893)
Income Tax Benefit (Expense)	1,613,335	(196,035)
Net Loss	(8,264,873)	(12,752,928)
Preferred stock dividends	(729,814)	(1,080,741)
Net Loss applicable to Common Stockholders	$ (8,994,687)	$ (13,833,669)
Net Loss Per Share - Basic and Diluted	$ (0.70)	$ (2.24)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	12,812,376	6,172,272

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance at Dec. 31, 2015	$ 881,333		$ 444	$ 22,787,762	$ (21,906,873)
Beginning balance, Shares at Dec. 31, 2015			4,442,528
Issuance of common stock for services	619,254		$ 21	619,233
Issuance of common stock for services, Shares			204,553
Reclassification of remaining conversion feature liability	1,702,400			1,702,400
Issuance of common stock and warrants in connection with the acquisition of Logicmark	900,000		$ 8	899,992
Issuance of common stock and warrants in connection with the acquisition of Logicmark, Shares			78,740
Exercise of common stock purchase warrants in connection with the acquisition of Logicmark			$ 16	(16)
Exercise of common stock purchase warrants in connection with the acquisition of Logicmark, Shares			157,480
Conversion of convertible exchange notes and interest to common stock	3,943,421		$ 160	3,943,261
Conversion of convertible exchange notes and interest to common stock, Shares			1,601,905
Issuance of Series A preferred stock, net	2,269,775	$ 2,269,775
Issuance of Series A preferred stock, net, Shares		2,500,000
Conversion of Series A preferred stock and dividends to common stock	374,217	$ (2,086,924)	$ 83	2,461,058
Conversion of Series A preferred stock and dividends to common stock, Shares		(2,189,732)	834,718
Shares issued in connection with the management incentive plan	372,000		$ 6	371,994
Shares issued in connection with the management incentive plan, Shares			60,000
Issuance of Series B preferred stock, net	4,090,000	$ 4,090,000
Issuance of Series B preferred stock, net, Shares		4,500,000
Note discount recorded in connection with the issuance of Convertible Exchange notes	1,500,000			1,500,000
Net loss	(12,752,928)				(12,752,928)
Preferred stock dividend	(1,080,741)			(1,080,741)
Ending balance at Dec. 31, 2016	2,818,731	$ 4,272,851	$ 738	33,204,943	(34,659,801)
Ending balance, Shares at Dec. 31, 2016		4,810,268	7,379,924
Issuance of common stock for services	3,153,569		$ 170	3,153,399
Issuance of common stock for services, Shares			1,704,086
Issuances of common stock and warrants for cash, net of fees	13,030,388		$ 709	13,029,679
Issuances of common stock and warrants for cash, net of fees, Shares			7,091,177
Issuance of common stock in connection with the acquisition of Fit Pay	3,289,161		$ 191	3,288,970
Issuance of common stock in connection with the acquisition of Fit Pay, shares			1,912,303
Exercise of common stock purchase warrants on a cashless basis			$ 43	(43)
Exercise of common stock purchase warrants on a cashless basis ,shares			429,656
Conversion of convertible exchange notes and interest to common stock	2,395,733		$ 120	2,395,613
Conversion of convertible exchange notes and interest to common stock, Shares			1,197,867
Shares issued in connection with the convertible exchange note maturity date extension	673,400		$ 37	673,363
Shares issued in connection with the convertible exchange note maturity date extension, shares			370,000
Shares issued in connection with the management incentive plan	400,000		$ 23	399,977
Shares issued in connection with the management incentive plan, Shares			232,559
Conversion of Series A preferred stock and dividends to common stock	127,325	$ (182,851)	$ 16	310,160
Conversion of Series A preferred stock and dividends to common stock, shares		(310,268)	159,219
Conversion of Series B preferred stock, dividends and liquidated damages, net	1,575,000	$ (4,090,000)	$ 311	5,664,689
Conversion of Series B preferred stock, dividends and liquidated damages, shares		(4,500,000)	3,106,802
Note discount recorded in connection with the issuance of Convertible Exchange notes	432,917			432,917
Non-cash charge for modification of convertible exchange notes and warrants	228,630			228,630
Net loss	(8,264,873)				(8,264,873)
Preferred stock dividend	(729,814)			(729,814)
Ending balance at Dec. 31, 2017	$ 19,130,167		$ 2,358	$ 62,052,483	$ (42,924,674)
Ending balance, Shares at Dec. 31, 2017			23,583,593

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities
Net loss	$ (8,264,873)	$ (12,752,928)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	167,668	260,399
Stock based compensation	2,489,596	1,113,129
Stock issued in connection with exchange note maturity date extension	673,400
Amortization of debt discount	1,799,584	648,365
Amortization of intangible assets	1,096,569	318,842
Amortization of discount on contingent consideration	171,530	91,682
Change in fair value of contingent consideration	(1,497,153)
Non-cash charge for modification of convertible exchange notes	191,630
Non-cash charge for modification of warrant terms	37,000
Loss on extinguishment of debt		272,749
Non - cash charge for bad debt allowance	402,383
Non - cash inventory charges	1,430,570	48,405
Amortization of deferred debt issuance costs	1,149,772	631,994
Change in fair value of derivative liabilities		2,299,020
Deferred taxes	(1,629,424)	190,286
Other		44,628
Changes in operating assets and liabilities:
Accounts receivable	(897,834)	(721,230)
Inventory	525,592	(1,055,846)
Prepaid expenses and other current assets	90,027	(362,399)
Accounts payable	(958,319)	120,008
Accrued expenses	606,032	1,842,683
Customer deposits	(3,192,401)	6,060,165
Total Adjustments	2,656,222	11,865,666
Net Cash Used in Operating Activities	(5,608,651)	(950,048)
Cash flows from Investing Activities
Restricted cash		1,494,582
Acquisition, net of cash acquired	(89,111)	(17,390,290)
Purchase of equipment	(52,962)	(39,073)
Net Cash Used in Investing Activities	(142,073)	(15,934,781)
Cash flows from Financing Activities
Proceeds received from issuance of Series A preferred stock, net		1,869,775
Proceeds received from issuance of Series B preferred stock, net		4,090,000
Proceeds received from short-term promissory note		400,000
Pay down of short-term debt	(773,969)	(1,726,031)
Proceeds received in connection with issuance of common stock and warrants, net	13,291,390
Proceeds received from issuance of convertible exchange notes, net	594,408	1,400,000
Revolver borrowings, net	(3,000,000)	13,906,250
Payment of Series A preferred stock dividends		(123,457)
Pay down of contingent consideration	(1,500,000)
Fees paid in connection with Revolver facility maturity date extension	(450,000)
Fees paid in connection with equity offerings	(74,369)	(51,020)
Net Cash Provided by Financing Activities	8,087,460	19,765,517
Net Increase in Cash	2,336,736	2,880,688
Cash - Beginning of Year	3,299,679	418,991
Cash - End of Year	5,636,415	3,299,679
Cash paid during the periods for:
Interest	3,398,289	930,219
Taxes	4,500	8,764
Non-cash investing and financing activities:
Equipment purchases on payment terms	19,650
Accrued fees incurred in connection with equity offerings	157,685
Issuance of common stock in connection with accelerated installments of note payable		3,294,850
Reclassification of conversion feature liability in connection with note modification		1,702,400
Issuance of common stock in connection with conversion of convertible exchange notes and related accrued interest	2,359,283
Issuance of common stock in connection with convertible exchange notes maturity date extension	673,400
Fees incurred in connection with revolving credit facility		256,250
Issuance of common stock in connection with conversion of interest on convertible notes		291,588
Exchange of short-term promissory note for Series A preferred stock		400,000
Issuance of common stock in connection with conversion of Series A preferred stock and related dividends	338,749	2,563,949
Issuance of common stock in connection with conversion of Series B preferred stock and related dividends and liquidated damages	6,075,000
Accrued Series A preferred dividends		92,442
Accrued Series B preferred dividends		490,625
Accrued Series C preferred dividends	25,000
Non-cash consideration paid for LogicMark acquisition (See Note 5)		9,900,000
Assets acquired and liabilities assumed:
Current assets, including cash acquired of $10,889	157,484
Property and equipment	31,968
Other intangible assets	4,137,400
Goodwill	9,142,646
Accounts payable and accrued liabilities	(1,305,424)
Customer deposits	(262,414)
Deferred taxes	(1,797,476)
Net Assets Acquired	10,104,184
Less: cash paid to acquire Fit Pay	(100,000)
Non cash consideration	10,004,184
Non-cash consideration consisted of:
Note payable issued to seller	851,842
Common stock issued to sellers	3,289,161
Series C preferred stock issued to sellers	1,807,300
Earn-out provision	4,055,881
Non-cash consideration	$ 10,004,184

Consolidated Statements of Cash Flows (Parenthetical)	12 Months Ended
Consolidated Statements of Cash Flows (Parenthetical)	Dec. 31, 2017 USD ($)
Statement of Cash Flows [Abstract]
Cash acquired	$ 10,889

Organization and Principal Business Activities	12 Months Ended
Organization and Principal Business Activities	Dec. 31, 2017
Organization and Principal Business Activities [Abstract]
ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES	NOTE 1 - ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES Nxt-ID, Inc. (“Nxt-ID” or the “Company”) was incorporated in the State of Delaware on February 8, 2012. Nxt-ID is a security technology company and operates its business in one segment – hardware and software security systems and applications. The Company evaluates the performance of its business on, among other things, profit and loss from operations. The Company’s innovative MobileBio solution mitigates risks associated with mobile computing, m-commerce and smart OS-enabled devices. With extensive experience in biometric identity verification, security, privacy, encryption and data protection, payments, miniaturization and sensor technologies, the Company partners with companies to provide solutions for modern payment and the “Internet of Things” (“IoT”) applications. On July 25, 2016, the Company completed the acquisition of LogicMark, LLC (“LogicMark”) pursuant to an Interest Purchase Agreement by and among the Company, LogicMark and the holders of all of the membership interests of LogicMark (the “LogicMark Sellers”), dated May 17, 2016 (the “Interest Purchase Agreement”). Pursuant to the Interest Purchase Agreement, we acquired all of the membership interests of LogicMark from the LogicMark Sellers for (i) $17.5 million in cash consideration (ii) $2.5 million in a secured promissory note (the “LogicMark Note”) issued to LogicMark Investment Partners, LLC, as representative of the LogicMark Sellers (the “LogicMark Representative”) (iii) 78,740 shares of common stock, which were issued upon signing of the Interest Purchase Agreement (the “LogicMark Shares”), and (iv) warrants (the “LogicMark Warrants”) to purchase an aggregate of 157,480 shares of common stock (the “LogicMark Warrant Shares”) for no additional consideration. Such warrants were exercised on July 27, 2016. In addition, the Company was required to pay the LogicMark Sellers earn-out payments of (i) up to $1,500,000 for calendar year 2016 and (ii) up to $5,000,000 for calendar year 2017 if LogicMark met certain gross profit targets set forth in the Interest Purchase Agreement. The LogicMark Note originally was to mature on September 23, 2016 but was extended to July 15, 2017. The earn-out payment related to 2016 and the remaining balance owed on the LogicMark Note including accrued interest were both paid in July 2017. See Notes 5 and 7. Based on LogicMark’s operating results for the year ended December 31, 2017, the 2017 earnout amount owed by the Company is $3,156,088. As a result, the Company reduced the amount of contingent consideration due to the LogicMark Sellers by $1,843,912. The Company’s income statement for the year ended December 31, 2017 includes a favorable adjustment for this amount which is reflected in other income and expense. On May 23, 2017, the Company completed a merger (the “Merger”) pursuant to an executed Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Fit Merger Sub, Inc., a wholly-owned subsidiary of the Company (the “Merger Sub”), Fit Pay, Inc. (“Fit Pay”), Michael Orlando (“Orlando”), Giesecke & Devrient Mobile Security America, Inc. (“G&D”), the other stockholders of Fit Pay (the “Other Holders”) and Michael Orlando in his capacity as stockholder representative representing the Other Holders (the “Stockholder Representative”, and together with Orlando and G&D, the “Sellers”). Pursuant to the Merger, Fit Pay merged with and into the Merger Sub, with the Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of the Company. See Note 5. The Company’s wholly-owned subsidiary, LogicMark, manufactures and distributes non-monitored and monitored personal emergency response systems sold through the United States Department of Veterans Affairs, healthcare durable medical equipment dealers and distributors and monitored security dealers and distributors. The Company’s wholly-owned subsidiary, Fit Pay has a proprietary technology platform that delivers payment, credential management, authentication and other secure services to the IoT ecosystem. The platform uses tokenization, a payment security technology that replaces cardholders’ account information with a unique digital identifier, to transact highly secure contactless payment and authentication services.

Reverse Stock Split	12 Months Ended
Reverse Stock Split	Dec. 31, 2017
Reverse Stock Split [Abstract]
REVERSE STOCK SPLIT	NOTE 2 - REVERSE STOCK SPLIT On September 1, 2016, the Company’s board of directors and stockholders approved a resolution to amend the Company’s Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company’s outstanding common stock at a ratio of 1-for-10 (the “Reverse Split”). On September 9, 2016, the Company effected the Reverse Split. Upon effectiveness of the Reverse Split, every 10 shares of outstanding common stock decreased to one share of common stock. Throughout this report, the Reverse Split was retroactively applied to all periods presented.

Liquidity and Management Plans

12 Months Ended

Dec. 31, 2017

Liquidity and Management Plans [Abstract]

LIQUIDITY AND MANAGEMENT PLANS

NOTE 3 - LIQUIDITY AND MANAGEMENT PLANS

The Company is an emerging growth entity and incurred a net loss of $8,264,873 during the year ended December 31, 2017. As of December 31, 2017 the Company had working capital of $1,319,766 and stockholders’ equity of $19,130,167. Such factors raise substantial doubt about the entity’s ability to sustain operations for at least one year from the issuance of these financial statements. Given the Company’s cash position at December 31, 2017 and its projected cash flow from operations, the Company believes that it will have sufficient capital to sustain operations over the next twelve months following the date of this filing to alleviate such substantial doubt. In order to execute the Company’s long-term strategic plan to develop and commercialize its core products, fulfill its product development commitments and fund its obligations as they come due, the Company may need to raise additional funds, through public or private equity offerings, debt financings, or other means. Should the Company not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would need to engage in certain cost containment efforts, and/or curtail certain of its operational activities.

During the year ended December 31, 2017, the Company received net proceeds of $13,291,390 from the issuance of common stock and warrants and $594,408 from the issuance of convertible exchange notes. However, the Company can give no assurance that any cash raised subsequent to December 31, 2017 will be sufficient to execute its business plan or meet its obligations. The Company can give no assurance that additional funds will be available on reasonable terms, or available at all, or that it will generate sufficient revenue to alleviate these conditions.

The Company’s ability to execute its business plan is dependent upon its ability to raise additional equity, secure debt financing, and/or generate revenue. Should the Company not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would need to curtail certain of its operational activities.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

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

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States (“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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions included those related to the fair value of acquired assets and liabilities, stock based compensation, derivative instruments, income taxes and inventories, and other matters that affect the consolidated financial statements and disclosures. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Nxt-ID and its wholly-owned subsidiaries, 3D-ID, LogicMark and Fit Pay. Intercompany balances and transactions have been eliminated in consolidation.

CASH

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. At December 31, 2017 and 2016, the Company had no cash equivalents.

RESTRICTED CASH

At December 31, 2017 and 2016, the Company had restricted cash of $40,371. Restricted cash includes amounts held back by the Company’s third party credit card processor for potential customer refunds, claims and disputes.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash 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.

The Company is a party to a Master Development Agreement with World Ventures Holding, a related party. WVH is considered a related party since the Chief Technology Officer of WVH is a director of Nxt-ID, Inc. During the years ended December 31, 2017 and 2016, the Company recognized revenue of $7,065,755 and $1,357,413, respectively from WVH. At December 31, 2017 and December 31, 2016, the Company’s accounts receivable, net balance included $1,364,405 and $621,724, respectively due from WVH.

REVENUE RECOGNITION

The Company’s primary source of revenues is from product sales to its customers. The Company recognizes revenue when persuasive evidence of an arrangement exists, the service has been rendered or product delivery has occurred, the price is fixed or readily determinable and collectability of the sale is reasonably assured. The Company’s revenue is recorded at the net amount to be received after deductions for discounts, allowances and product returns.

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 selling and marketing expenses and were not material for the years ended December 31, 2017 and 2016.

Accounts Receivable

For the years ended December 31, 2017 and 2016, the Company’s revenues primarily included shipments of the Flye smartcard to WVH and shipments of the LogicMark products. The terms and conditions of these sales provide certain customers with trade credit terms. In addition, these sales were made to the retailers with no 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 receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. At December 31, 2017 and 2016, the Company had an allowance for doubtful accounts of $402,383 and $0, respectively.

INVENTORY

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

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 with estimated valuation reserves for excess, obsolete, and slow-moving inventory by comparing the individual inventory parts to forecasted product demand or production requirements. The inventory is valued at the lower of cost or net realizable value with cost determined using the first-in, first-out method. During the year ended December 31, 2017, the Company wrote off $1,082,938 in excess and obsolete inventory and also wrote down the carrying value of its finished goods Wocket inventory by $347,632. As of December 31, 2017, inventory was comprised of $1,493,995 in raw materials and $1,565,522 in finished goods on hand. As of December 31, 2016 inventory was comprised of $3,797,499 in raw materials and $1,544,001 in finished goods on hand. As an emerging growth company, the Company is required to prepay for raw materials with certain vendors until credit terms can be established. As of December 31, 2017 and 2016, $887,021 and $1,089,770, respectively of prepayments made primarily for raw materials inventory is included in prepaid expenses and other current assets on the consolidated balance sheet.

LONG-LIVED ASSETS

Long-lived assets, such as property and equipment, goodwill and other intangibles are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360-10-35-17 through 35-35 “Measurement of an Impairment Loss.” The Company assesses the impairment of the assets based on the undiscounted future cash flow the assets are expected to generate compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management’s estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions or changes to the Company’s business operations.

PROPERTY AND EQUIPMENT

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

Equipment		5 years
Furniture and fixtures		3 to 5 years
Tooling and molds		2 to 3 years

GOODWILL

The Company’s goodwill relates to the acquisitions of LogicMark and Fit Pay. The Company began testing goodwill for impairment in the third quarter of 2017 as it relates to the acquisition of LogicMark which occurred on July 25, 2016. The Company will begin testing the Fit Pay related goodwill for impairment annually in the second quarter of each year. Authoritative accounting guidance allows the Company to first assess qualitative factors to determine whether it is necessary to perform the more detailed two-step quantitative goodwill impairment test. The Company performs the quantitative test if its qualitative assessment determined it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units or assets. The quantitative goodwill impairment test, if necessary, is a two-step process. The first step is to identify the existence of a potential impairment by comparing the fair value of a reporting unit (the estimated fair value of a reporting unit is calculated using a discounted cash flow model) with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the reporting unit’s goodwill is considered not to be impaired and performance of the second step of the quantitative goodwill impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss to be recorded, if any. The second step of the quantitative goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined using the same approach as employed when determining the amount of goodwill that would be recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its assets and liabilities as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire the reporting unit.

As part of the annual evaluation of the LogicMark related goodwill, the Company utilized the option to first assess qualitative factors, which include but are not limited to, economic, market and industry conditions, as well as the financial performance of LogicMark. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that its reporting unit’s fair value is greater than its carrying amount. During the year ended December 31, 2017, the Company determined that it was more likely than not that the fair value of LogicMark exceeded its respective carrying amount and therefore, a quantitative assessment was not required. The Company has not recognized any goodwill impairment in 2017 in connection with its annual impairment test. The Company considered the reduction in earnout liability due to the LogicMark Sellers for 2017, and such factors did not impact the Company’s conclusion.

OTHER INTANGIBLE ASSETS

The Company’s intangible assets are all related to the acquisitions of LogicMark and Fit Pay and are included in other intangible assets in the Company’s consolidated balance sheet at December 31, 2017.

At December 31, 2017, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $3,563,885; trademarks of $1,167,122; and customer relationships of $2,792,900. The Company will continue amortizing 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, 2017 and 2016, the Company had amortization expense of $761,818 and $318,842, respectively, related to the LogicMark intangible assets.

At December 31, 2017, the other intangible assets relating to the acquisition of Fit Pay, which was completed on May 23, 2017, are comprised of trademarks of $181,042; technology of $2,284,739; and customer relationships of $1,336,868. The Company will continue amortizing these intangible assets using the straight line method over their estimated useful lives which for the trademarks, technology and customer relationships are 5 years; 7 years; and 6 years, respectively. During the year ended December 31, 2017, the Company had amortization expense of $334,751, related to the Fit Pay intangible assets.

Amortization expense estimated for each of the next five fiscal years, 2018 through 2022 will be approximately $1,400,000 per year.

CONVERTIBLE INSTRUMENTS

The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in the results of operations.

Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument.

The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The fair value of debt discounts under these arrangements are amortized over the earlier of (i) the term of the related debt using the straight line method which approximates the interest rate method or (ii) conversion of the debt. The amortization of debt discount is included as a component of interest expense included in other income and expenses in the accompanying statements of operations. See Note 7.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes or binomial option valuation model to value the derivative instruments at inception and on subsequent valuation dates. The Company accounts for conversion features that are embedded within the Company’s convertible notes payable that do not have fixed settlement provisions as a separate derivative instrument. In addition, warrants issued by the Company that do not have fixed settlement provisions are also treated as derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. See Note 8.

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 the partnership/corporate tax returns for three years from the date of filing. The Company has filed all of its tax returns for all prior periods through December 31, 2016.

STOCK-BASED COMPENSATION

The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee 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. The Company generally issues new shares of common stock to satisfy conversion and warrant exercises.

NET LOSS PER SHARE

Basic loss per share was computed using the weighted average number of common shares outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of 5,777,650 warrants as of December 31, 2017 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of December 31, 2016, potentially dilutive securities of 2,581,104 realizable from the convertible Series A and Series B Preferred Stock (defined below), 575,000 from the convertible exchange notes and from the exercise of 1,829,049 warrants were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

RESEARCH AND DEVELOPMENT

Research and development costs consist of expenditures incurred during the course of planned research and investigation aimed at the discovery of new knowledge, which will be useful in developing new products or processes. The Company expenses all research and development costs as incurred.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2017, the Financial Accounting Standards Board (the “FASB”) issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this update provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash (“ASU No. 2016-18”). The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash and require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2017. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In May 2016, the FASB issued ASU No. 2016-12 (“ASU 2016-12”), “Revenue from Contracts with Customers (Topic 606): Narrow- Scope Improvements and Practical Expedients.” ASU 2016-12 will affect all entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for consideration. The amendments in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update affect narrow aspects of Topic 606 including among others: assessing collectability criterion, noncash consideration, and presentation of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently evaluating the effect that ASU 2016-12 will have on the Company’s financial position and results of operations.

In March 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”), “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 will affect all entities that issue share-based payment awards to their employees and is effective for annual periods beginning after December 15, 2016 for public entities. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The adoption of this standard did not have a material impact on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"), which defers the effective date of FASB's revenue standard under ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. As a result of ASU 2015-14, the guidance under ASU 2014-09 shall apply for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarified the implementation guidance regarding performance obligations and licensing arrangements. As permitted under the standard for emerging growth companies, the Company plans to adopt ASU 2014-09 in the first quarter of 2019 using the modified retrospective approach and recognize the cumulative effect to existing contracts in opening retained earnings on the effective date. The Company is currently reviewing and evaluating this guidance and its impact on its consolidated financial statements.

Acquisitions

12 Months Ended

Dec. 31, 2017

Acquisitions [Abstract]

ACQUISITIONS

Note 5 – acquisitions

Acquisition of LogicMARK LLC

On July 25, 2016, the Company completed the acquisition of LogicMark. The Company determined that as of July 25, 2016, it was more likely than not that these gross profit targets as it relates to the contingent considerations would be achieved and any fair value adjustment of the earnout was due to time value of the payout. Based on LogicMark’s operating results for the year ended December 31, 2017, the Company reduced the amount of contingent consideration due to the LogicMark Sellers by $1,843,912. As a result, the Company’s income statement for the year ended December 31, 2017 includes a favorable adjustment for this amount which is reflected in other income and expense.

On July 25, 2016, and in order to fund part of the proceeds of the LogicMark acquisition, the Company and a group of lenders, including ExWorks Capital Fund I, L.P. as agent for the lenders (collectively, the “Lenders”), entered into a Loan and Security Agreement (the “Loan Agreement”), whereby the Lenders extended a revolving loan (the “Revolving Loan”) to the Company in the principal amount of $15,000,000 (the “Debt Financing”). During the year ended December 31, 2017, the Company paid down $3,000,000 of the revolving loan. The Company originally incurred $1,357,356 in deferred debt issue costs related to the revolving loan. In addition, the Company incurred an additional $450,000 in deferred debt issue costs as a result of extending the revolving loan facility for one additional year. At December 31, 2017 the unamortized balance of deferred debt issue costs was $200,744. The maturity date of the Revolving Loan is July 25, 2018, and the Revolving Loan bears interest at a rate of 15% per annum.

The Loan Agreement contains customary covenants, including an EBITDA requirement and a fixed change ratio, as defined in the agreement. As of December 31, 2017, the Company was in compliance with such covenants.

The Company has the ability to extend the Revolver for one additional year at its sole discretion with no subjective acceleration by the lender, provided the Company is not in default on the loan. The Company intends to exercise the option to extend the maturity date by one year and accordingly, the Company has classified the Revolver as a non-current liability as of December 31, 2017.

On September 23, 2016, the Company entered into a forbearance agreement with LogicMark Investment Partners, LLC in connection with the LogicMark Note originally issued on July 22, 2016 in the amount of $2,500,000 which expired on September 22, 2016.

Under the terms of the forbearance agreement, the LogicMark Sellers agreed to extend the maturity date of the LogicMark Note and the Company agreed to pay to the LogicMark Sellers in immediately available funds: (i) $250,000 on September 23, 2016; (ii) $100,000 on October 24, 2016; and (iii) $1,150,000, plus all accrued and unpaid interest due under the LogicMark Note on October 31, 2016. The Company also agreed to reduce the Escrow Amount (as defined in the Interest Purchase Agreement) by a total of $500,000, and to make certain other changes to the definition of “Escrow Amount” in the Purchase Agreement. The Company also agreed to make certain representations and warranties in respect of the LogicMark Seller’s forbearance. During June 2017, the Company paid down $250,000 of the LogicMark Note. The LogicMark Note originally was to mature on September 23, 2016 but was extended to July 15, 2017. In July 2017, the remaining balance of the LogicMark Note including the accrued interest owed was settled. See Note 7.

Allocation of Purchase Price

The purchase price to acquire Logicmark was $27,136,788 of which $17,500,000 was paid by the Company in cash and $9,636,788 in non-cash consideration.

The non-cash consideration was comprised of a $2,500,000 seller note, $900,000 of common stock and warrants issued to the sellers and $6,236,788 in earn-out provisions. At the date of acquisition, the earn-out provisions were discounted using a borrowing rate of 3.5%.

The purchase price was allocated to the tangible and identifiable assets acquired and liabilities assumed of LogicMark based upon their estimated fair values. The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill. The Company completed its analysis of the fair value of the net assets acquired through the use of an independent valuation firm and management’s estimates. The following table summarizes the final assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed net of cash acquired, as of the date of acquisition of July 25, 2016:

Cash	$	109,710
Accounts receivable		494,591
Inventories		2,566,117
Other current assets		370,905
Property and equipment		227,840
Goodwill		15,479,662
Intangible assets		8,604,567
Assets acquired		27,853,392

Accounts payable		507,857
Accrued liabilities		208,747
Liabilities assumed		716,604

Net assets acquired	$	27,136,788

Acquisition of Fit Pay

As discussed in Note 1, the Company completed the “Merger” on May 23, 2017. Pursuant to the terms of the Merger Agreement, the aggregate purchase price paid for Fit Pay stock was: (i) 1,912,303 shares of common stock which was equivalent to 19.96% of the outstanding shares of common stock of the Company (the “Common Stock”); (ii) 2,000 shares of the Series C Non-Convertible Preferred Stock of the Company (the “Series C Preferred Stock”); (iii) the payment of certain debts by the Company; and (iv) the payment of certain unpaid expenses of the Fit Pay Sellers of $724,116 by the Company. In addition, the Company will be required to pay the Fit Pay Sellers an earn-out payment equal to 12.5% of the gross revenue derived from Fit Pay’s technology for sixteen (16) fiscal quarters commencing on October 1, 2017 and ending on December 31, 2021. To date, Fit Pay has had minimal revenue. The operating results of Fit Pay have been included in the consolidated financial statements from the effective date of the acquisition, May 23, 2017.

In connection with the merger on May 23, 2017, the Company recorded deferred tax liabilities of $1,774,539 as part of its purchase price allocation.

Allocation of Purchase Price of Fit Pay

The purchase price to acquire Fit Pay was $10,104,184 of which $100,000 was paid by the Company in cash and $10,004,184 in non-cash consideration.

The non-cash consideration was comprised of a $851,842 seller note, $3,289,161 of common stock issued to the sellers, Series C preferred stock issued to sellers of $1,807,300 and $4,055,881 in an earn-out provision. At the date of acquisition, the earn-out provision was discounted using a prime borrowing rate of 3.5%.

The Merger Agreement was accounted for under the acquisition method of accounting. The purchase price was allocated to the tangible and identifiable assets acquired and liabilities assumed of Fit Pay based upon their estimated fair values. The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill. The Company completed its analysis of the fair value of the net assets acquired and the consideration granted through the use of an independent valuation firm and management’s preparation of estimates. The following table summarizes the assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed net of cash acquired, as of the date of acquisition of May 23, 2017:

Cash	$	10,889
Accounts receivable		92,629
Other current assets		53,966
Property and equipment		31,968
Goodwill		9,119,709
Intangible assets (See Note 4)		4,137,400
Assets acquired		13,446,561

Accounts payable		165,650
Accrued liabilities		1,139,774
Customer deposits		262,414
Deferred taxes		1,774,539
Liabilities assumed		3,342,377

Net assets acquired	$	10,104,184

Goodwill arising from the transaction consists of the expected operational synergies upon combining the entity and intangibles not qualifying for separate recognition.

In connection with the Fit Pay transaction, the Company entered into an employment agreement with Michael Orlando, the former Chief Executive Officer of Fit Pay. Mr. Orlando is now the Chief Operating Officer of the Company and President of the wholly-owned subsidiary, Fit Pay. The term of the employment agreement is for one (1) year and the employment agreement includes provisions for term extensions. In addition to Mr. Orlando’s salary, the employment agreement also provides for all necessary and reasonable out-of-pocket expenses incurred in the performance of his duties under the agreement, eligibility to participate in bonus or incentive compensation plans of the Company and eligibility to receive equity awards as determined by the board of directors.

Pro Forma Financial Information

The following table summarizes the unaudited pro forma financial information assuming that the acquisitions of LogicMark and Fit Pay occurred on January 1, 2016, and their respective results had been included in the Company’s financial results for the year ended December 31, 2017 and 2016. The pro forma combined amounts are based upon available information and reflect a reasonable estimate of the effects of the acquisitions of LogicMark and Fit Pay for the periods presented on the basis set forth herein. The following unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent what the financial position or results of operations would have been had the acquisitions of LogicMark and Fit Pay in fact occurred on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods.

	For the Years ended
	December 31,
	2017			2016
	(unaudited)
Pro forma:
Net Sales	$	23,410,933		$	16,329,155
Net Loss applicable to Common Stockholders	$	(10,139,972	)	$	(18,723,441	)
Net Loss Per Share - Basic and Diluted applicable to Common Stockholders	$	(0.79	)	$	(2.32	)

The unaudited pro forma net loss attributable to Nxt-ID, Inc. has been calculated using actual historical information and is adjusted for certain pro forma adjustments based on the assumption that the acquisitions of LogicMark and Fit Pay and the application of fair value adjustments to intangible assets occurred on January 1, 2016. For the year ended December 31, 2017, the pro forma financial information excluded the Fit Pay acquisition-related expenses of $220,943, which are included in the actual reported results, as general and administrative expenses, but excluded from the pro forma amounts above due to their nonrecurring nature. In addition, the pro forma adjustments for the twelve months ended December 31, 2017 include the following adjustments, (a) amortization expense related to the acquired intangible assets of $301,625; (b) interest expense of $213,510; and (c) dividends related to the Series C Preferred Stock of $44,384.

For the year ended December 31, 2016, the pro forma financial information excluded the acquisition-related expenses of $605,228, which are included in the actual reported results, but excluded from the pro forma amounts above due to their nonrecurring nature. In addition, the pro forma adjustments for the year ended December 31, 2016 include the following adjustments, (a) amortization expense related to the acquired intangible assets of $1,155,267; (b) interest expense including the amortization of deferred debt issue costs of $2,893,777; (c) reduction in depreciation expense of $23,562; and (d) dividends related to the Series B and Series C Preferred Stock of $734,375.

Accrued Expenses

12 Months Ended

Dec. 31, 2017

Accrued Expenses [Abstract]

ACCRUED EXPENSES

NOTE 6 - ACCRUED EXPENSES

Accrued expenses consist of the following:

	December 31,
	2017		2016
Salaries and payroll taxes	$	92,906	$	77,037
Consulting fees		70,000		25,547
Merchant bank fees		28,075		31,124
State income taxes		11,049		1,135
Professional fees		31,781		7,568
Management incentives		891,667		604,125
Interest expense		639,030		691,684
Amount due to LogicMark Sellers		421,606		-
Dividends – Series A & B preferred stock		25,000		583,067
Liquidated damages – Series B preferred stock		-		360,000
Finder’s fees		-		256,250
Other		253,953		264,135
Totals	$	2,465,067	$	2,901,672

Convertible Notes Payable

12 Months Ended

Dec. 31, 2017

Convertible Notes Payable [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 7 - CONVERTIBLE NOTES PAYABLE

July 2017 Exchange

In order to consummate a registered direct offering and concurrent private placement on July 13, 2017 (See Note 8), the Company was required to obtain consent from the holders (the “November Holders”) of the Company’s (i) Amended and Restated Secured Subordinated Promissory Notes, originally issued on July 25, 2016 (i.e., the LogicMark Note), and amended on November 29, 2016 (the “November Notes”), and (ii) certain common stock purchase warrants (the “November Warrants”) that were initially exercisable on November 29, 2016. In consideration of the November Holders providing such consent to the registered direct offering and concurrent private placement, the Company and the November Holders agreed, as of July 11, 2017, to the following amendments to their respective November Notes, November Warrants, and that certain Exchange Agreement, dated November 29, 2016 (the “Exchange Agreement”):

The conversion price of the November Notes was lowered from $3.00 to $2.00.

The exercise price of the November Warrants was lowered from $3.00 to $2.00.

The Company’s prohibition under the Exchange Agreement providing that for so long as the November Holders are holders of the November Notes, the November Warrants, or the shares of Common Stock issuable thereunder, the Company may not issue shares of our Common Stock at a price per share less than $3.00 per share, was lowered to $2.00 per share.

On December 19, 2017, and effective as of November 29, 2017, the maturity date of the agreement the Company entered into an agreement (the “Amendment Agreement”) with the holders of the convertible notes and common stock purchase warrants issued pursuant to that certain Exchange Agreement, dated November 29, 2016, by and among the Company and such holders. Pursuant to the Amendment Agreement, the parties agreed to (i) amend the maturity dates of the convertible notes by one (1) year, or November 29, 2018, and (ii) that the holders would forbear the exercise of any remedies due to the passing of the original maturity date. In consideration thereof, the Company issued to the holders an aggregate of 370,000 shares of restricted Common Stock with a fair value of $673,400. This amount was expensed and is included in interest expense for the year ended December 31, 2017.

In connection with the reduction in conversion price of the November Notes from $3.00 to $2.00, the Company incurred a non-cash charge for modification of convertible exchange note terms of $191,630 for the year ended December 31, 2017. In addition, the Company expensed the remaining unamortized note discount and deferred debt issue costs related to the November Notes of $491,667 and $35,949, respectively. As a result of lowering the conversion price of the November Warrants from $3.00 to $2.00, the Company also incurred a non-cash charge for modification of terms related to the November Warrants of $37,000 for the year ended December 31, 2017. In December 2017, the November Notes and the related accrued interest balance were converted into 868,970 shares of the Company’s common stock.

On July 19, 2017, the November Holders purchased from LogicMark Investment Partners, LLC (“LogicMark Investment Partners”), the representative of LogicMark, LLC, the outstanding balance of $594,403, including accrued and unpaid interest on the LogicMark Note. In connection therewith, the Company, LogicMark Investment Partners and the November Holders entered into an Assignment and Assumption Agreement, dated July 19, 2017, pursuant to which LogicMark Investment Partners assigned the LogicMark Note to the November Holders. In addition, on July 19, 2017, the Company and the November Holders entered into a Securities Exchange Agreement pursuant to which the Company exchanged the LogicMark Note held by the November Holders for (i) an aggregate principal amount of $594,408 of secured subordinated convertible promissory notes of the Company (the “July 2017 Notes”) due in July 2018, and (ii) warrants exercisable into 297,202 shares of Common Stock (the “July 2017 Warrants”). The July 2017 Notes are convertible into shares of Common Stock at a conversion price of $2.00 per share and the July 2017 Warrants are exercisable into shares of Common Stock with a five year term and an exercise price of $2.00 per share. The exercise and the amount of shares of common stock issuable upon exercise of the July 2017 Warrants are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions. reclassifications, mergers or other corporate changes and dilutive issuances.

The conversion option embedded in the convertible exchange notes was determined to contain beneficial conversion features, resulting in a debt discount at issuance. After allocating the gross proceeds to the warrants (discussed above) and beneficial conversion feature, the total debt discount recognized was $432,917. The entire debt discount was fully amortized during the year ended December 31, 2017 as a result of all the July 2017 Notes and the related accrued interest balance being fully converted into 328,897 shares of the Company’s common stock in December 2017. As of December 31, 2017, there was no remaining outstanding principal balance on the July 2017 Notes.

November 2016 Exchange

On November 29, 2016, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with certain holders of a portion of the Original LogicMark Notes (the “Holders”) pursuant to which the Company exchanged with the Holders of $1,500,000 of Original Notes held by the Holders in exchange for: (i) an aggregate principal amount of $1,500,000 of new secured subordinated promissory notes (the “Exchange Notes”) and (ii) warrants (the “Warrants”, and together with the Exchange Notes, the “Exchange Securities”) convertible into 500,000 shares of common stock of the Company, par value $0.0001 (the “Common Stock”). The Holders purchased the $1,500,000 of Original Notes from LogicMark Investment prior to this transaction. The Exchange Notes will mature on November 29, 2017 and accrue interest at a rate of 15.0% per annum. The Exchange Notes are convertible at any time, in whole or in part, at the option of the Investors into shares of Common Stock at a conversion price of $3.00 per share (the “Conversion Price”). The Conversion Price is subject to adjustment for stock dividends, stock splits, combinations or similar events.

The conversion option embedded in the convertible exchange notes was determined to contain beneficial conversion features, resulting in the bifurcation of those features as an equity instrument (resulting in a debt discount) at issuance. After allocation of the gross proceeds to the warrants (discussed below) and beneficial conversion feature, the total debt discount recognized was equal to the face of the convertible exchange notes. The debt discount was amortized over the term of the debt and the Company amortized $1,366,667 and $133,333 of the debt discount for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, there was no remaining outstanding principal balance on the November 2016 Exchange Notes.

The Company may prepay, in whole but not in part, without premium or penalty, the outstanding principal, together with accrued but unpaid interest on the outstanding principal, if any. The Warrants will be exercisable beginning on November 29, 2016, and will be exercisable for a period of five years. The exercise price with respect to the Warrants is $3.00 per share (the “Exercise Price”). The Exercise Price and the amount of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

December 2015 Private Placement

On December 8, 2015, the Company entered into a securities purchase agreement (the “December Purchase Agreement”) with certain accredited investors (the “December Purchasers”) pursuant to which the Company sold an aggregate of $1,500,000 in principal amount of Senior Secured Convertible Notes (the “December Notes”) for an aggregate purchase price of $1,500,000 (the “December Offering”). The Notes matured on December 8, 2016 (the “December Maturity Date”), less any amounts converted or redeemed prior to the December Maturity Date. The December Notes bear interest at a rate of 8% per annum. The December Notes were convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price of $2.35 per share, as modified. The total face amount of the Notes outstanding on December 8, 2015 were $3,644,850. On December 8, 2015 the Company recorded a debt discount of $1,719,700 and a derivative liability of $912,330.

The debt discount was attributable to the value of the separately accounted for conversion feature and common stock issued in connection with the sale of the December Notes. The embedded conversion feature derivatives relate to the conversion option, the installment payments and the accelerated installment option of the December Notes. The embedded derivatives were evaluated under FASB ASC Topic 815-15, were bifurcated from the debt host, and were classified as liabilities in the consolidated balance sheet. The debt discount was amortized using the effective interest method over the term of the December Notes. During the year ended December 31, 2016, the Company recorded $515,032 of debt discount amortization which was recorded as an interest expense in the consolidated statement of operations.

On February 12, 2016, in exchange for the consents given to the Company by the December Purchasers and the April Purchasers to allow for the issuance of shares in connection with the WVH Transaction (described below), the December Notes were amended to a fixed conversion price of $2.35. As a result of the modification, the Company fair valued the conversion option up to the date of modification and re-classified the remaining conversion feature liability of $1,702,400 as of the date of modification to additional paid-in-capital.

During the year ended December 31, 2016, the holders of the December Notes accelerated $2,456,679 in installments and $253,028 of interest in exchange for 1,228,828 shares of common stock. During the year ended December 31, 2016, the holders of the December Notes also converted $838,171 of the convertible notes and $38,560 of interest in exchange for 373,077 shares of common stock. At December 31, 2016, the outstanding balance on the December Notes was $0. As it relates to the accelerated installments, the Company incurred a loss on extinguishment of debt of $272,749. The loss on extinguishment of debt was equivalent to the excess fair value of the common stock issued to the holders of the December Notes as compared to the net carrying value of the convertible debt. The fair value of the common stock issued in payment of interest exceeded the amount of interest owed by $34,628. This amount is included as part of interest expense on the consolidated statement of operations.

Derivative Liabilities

12 Months Ended

Dec. 31, 2017

Derivative Liabilities [Abstract]

DERIVATIVE LIABILITIES

NOTE 8 - DERIVATIVE LIABILITIES

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 at the measurement date. The degree of judgment utilized 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 actively 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 of which is dependent 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.

The conversion features embedded within the Company’s convertible notes payable issued in connection with December 8, 2015 private placement (as defined in Note 7) did not have fixed settlement provisions on the date they were initially issued because the conversion price could be lowered if certain provisions included in the note agreement occurred before conversion. This liability was included in the Company’s Level 3 liabilities.

During the year ended December 31, 2016, the Company had five separate valuations performed using the Monte Carlo simulation model. The valuations coincided with the number of accelerated installments occurring during the year ended December 31, 2016. All of the 2016 valuations occurred during the first quarter of 2016. The table for 2016 reflects the range of weighted average assumptions used for the 2016 valuations.

	January 12, - March 29,
	2016
Embedded Conversion Feature Liability:
Risk-free interest rate		0.46%-0.59	%
Expected volatility		100.00	%
Expected life (in years)		0.91-0.70
Expected dividend yield		-

Fair Value Measurement

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. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The Company did not have any liabilities carried at fair value measured as a recurring basis as of December 31, 2017 and December 31, 2016.

The carrying amounts of cash and accounts payable approximate their fair value due to their short maturities. The Company’s other financial instruments include its convertible notes payable obligations. The carrying value of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and 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.

Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting department, who reports to the Principal Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting department and are approved by the Principal Financial Officer.

Level 3 Valuation Techniques

Level 3 financial liabilities consist of the conversion feature liability and common stock purchase warrants for which there are no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement.

During the years ended December 31, 2017 and 2016, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis:

	For the year ended December 31, 2016

Beginning liability balance	$	420,360
Change in fair value of derivative liabilities		2,299,020
Recognition of conversion feature liability		-
Gain on derivative liabilities resulting from accelerated amortizations		(1,016,980	)
Net realized gain on conversion feature liabilities		-
Net unrealized gain on conversion feature liabilities		-
Adjustment to additional paid-in capital upon conversion and modification		(1,702,400	)
Ending balance	$	-

Other Fair Value Measurements

During the years ended December 31, 2017 and 2016, the Company recorded $171,530 and $91,682, respectively of interest expense related to the amortization of the discount of the contingent consideration. The fair value measurements were based on significant inputs not observed in the market and thus represented a level 3 measurement.

Stockholders' Equity

12 Months Ended

Dec. 31, 2017

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 9 - STOCKHOLDERS’ EQUITY

April 2016 Offering

On April 11, 2016, the Company closed a registered offering (the “April 2016 Offering”) of shares of its Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). The Company sold 2,500,000 shares of Series A Preferred Stock at a price of $1.00 per share, and received gross proceeds from the offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of $2,500,000. The Company incurred approximately $230,225 of costs associated with the issuance of the Series A Preferred Stock. Holders of the Series A Preferred stock shall be entitled to receive from the first date of issuance of the Series A Preferred Stock cumulative dividends at a rate of 25% Per annum on a compounded basis, which dividend amount shall be guaranteed. Accrued and unpaid dividends shall be at the Company’s option, in cash, shares of common stock, or additional share of Series A Preferred Stock. For the year ended December 31, 2016, the Company recorded Series A Preferred Stock dividends of $590,116. During the year ended December 31, 2016, holders of 2,189,732 shares Series A Preferred Stock converted $2,662,794 of Preferred Stock and dividends into 834,718 shares of common stock. For the year ended December 31, 2017, the Company recorded Series A Preferred Stock dividends of $34,884. During the year ended December 31, 2017, holders of 211,424 shares of Series A Preferred Stock converted $338,749 of Series A Preferred Stock and dividends into 159,219 shares of common stock. As of December 31, 2017, there was no remaining outstanding principal balance on the Series A Preferred Stock.

July 2016 Offering

On July 25, 2016, the Company closed a private placement (the “July 2016 Offering”) of shares of its Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) and warrants (the “July 2016 Warrants”) to purchase 562,500 shares of the Company’s common stock. The Company sold 4,500,000 shares of Series B Preferred Stock at a price of $1.00 per share, and received gross proceeds from the offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of $4,500,000. The Company incurred approximately $410,000 of costs associated with the issuance of the Series B Preferred Stock. The conversion price of the Series B Preferred Stock is $4.00. The July 2016 Warrants will be exercisable beginning on January 25, 2017, and will be exercisable for a period of five (5) years. The exercise price with respect to the July 2016 Warrants is $7.50 per share. Holders of the Series B Preferred stock shall be entitled to receive from the first date of issuance of the Series B Preferred Stock cumulative dividends at a rate of 25% Per annum on a compounded basis, which dividend amount shall be guaranteed. Accrued and unpaid dividends shall be at the Company’s option, in cash, shares of common stock, or additional share of Series B Preferred Stock. For the year ended December 31, 2016, the Company recorded Series B Preferred Stock dividends of $490,625. For the year ended December 31, 2017, the Company recorded Series B Preferred Stock dividends of $634,375. During the year ended December 31, 2017, holders of 4,500,000 shares of Series B Preferred Stock converted $6,075,000 of Series B Preferred Stock, dividends and liquidated damages into 3,106,802 shares of common stock. As of December 31, 2017, there was no remaining outstanding principal balance on the Series B Preferred Stock.

July 2017 Offerings

On July 13, 2017, the Company closed a registered direct offering of an aggregate of 2,170,000 shares of the Company’s common stock, and pre-funded warrants to purchase 230,000 shares of common stock. The Company sold the shares at a price of $1.43 per share and received $1.42 per pre-funded warrant. The Company received net proceeds from the offering, after deducting placement agent fees and other offering related expenses payable by the Company, of approximately $3,017,932. The pre-funded warrants were converted into shares of common stock on September 23, 2017 and as a result were included in the common stock outstanding balance for purposes of computing earnings per share.

On July 13, 2017, the Company also closed on a concurrent private placement with the same investors for no additional consideration, of warrants to purchase 1,800,000 shares of common stock. The warrants will be exercisable beginning on the six (6) month anniversary of the date of issuance, at an exercise price of $2.00 per share and will expire on the fifth anniversary of the initial exercise date.

November 2017 Offerings

On November 13, 2017, the Company closed a registered direct offering of an aggregate of 2,941,177 shares (the “November Shares”) of Common Stock. The Company sold the November Shares at a price of $1.36 per share. The Company received net proceeds from the offering, after deducting placement agent fees and other offering related expenses of approximately $3,620,115.

On November 13, 2017, the Company also closed a previously announced concurrent private placement for no additional consideration, of the November Investor Warrants to purchase 2,500,000 shares of Common Stock.

On December 19, 2017, and effective as of November 29, 2017, we entered into an agreement (the “Amendment Agreement”) with the holders of the convertible notes and common stock purchase warrants issued pursuant to that certain Exchange Agreement, dated November 29, 2016, by and among the Company and such holders. Pursuant to the Amendment Agreement, the parties agreed to (i) amend the maturity dates of the convertible notes by one (1) year, or November 29, 2018, and (ii) that the holders would forbear the exercise of any remedies due to the passing of the original maturity date. In consideration thereof, the Company issued to the holders an aggregate of 370,000 shares of restricted Common Stock with a fair value of $673,400. This amount was expensed and is included in interest expense for the year ended December 31, 2017.

December 2017 Offering

On December 26, 2017, we closed a registered direct offering of an aggregate of 1,750,000 shares (the “December Shares”) of Common Stock. We sold the December Shares at a price of $4.00 per share. We received net proceeds from the offering, after deducting placement agent fees and other offering related expenses of $6,392,341.

Series C Preferred Stock

In May 2017, the Company authorized a new Series C Preferred Stock. The terms of the Series C Preferred Stock are as follows:

Dividends on Series C Preferred Stock

Holders of Series C Preferred Stock are entitled to receive from and after the first date of issuance of the Series C Preferred Stock, cumulative dividends at a rate of 5% per annum on a compounded basis, which dividend amount shall be guaranteed. Accrued and unpaid dividends are payable in cash. For the year ended December 31, 2017, the Company recorded Series C Preferred Stock dividends of $60,556.

Redemption of Series C Preferred Stock

The Series C Preferred Stock may be redeemed by the Company solely 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 Preferred Stock, and all related accrued but unpaid dividends.

Fundamental Change

If a “fundamental change” occurs at any time while the Series C Preferred Stock is outstanding, the holders of shares of Series C Preferred Stock then outstanding shall be immediately paid, out of the assets of the Company or the proceeds of such fundamental change, as applicable, and legally available for distribution to its stockholders, an amount in cash equal to the stated value of the Series C Preferred Stock, and all related accrued but unpaid dividends.

If the legally available assets of the Company and the proceeds of such “fundamental change” are insufficient to pay the all of the Holders of the Series C Preferred Stock, then the Holders of the Series C Preferred Stock shall share ratably in any such distribution in proportion to the amount that they would have been entitled to. A fundamental change includes but is not limited to any change in the ownership of at least fifty percent (50%) of the voting stock; liquidation or dissolution; or the Common Stock ceases to be listed on the market upon which it currently trades.

Voting Rights

The holders of the Series C Preferred Stock are entitled to vote on any matter submitted to the stockholders of the Company for a vote. One (1) share of Series C Preferred Stock shall carry the same voting rights as one (1) share of Common Stock.

Classification

The Series C Preferred Stock was accounted for under Section 480-10-S99 - Distinguishing Liabilities from Equity (FASB Accounting Standards Codification 480) as amended by ASU 2009-04 - for Redeemable Equity Instruments (“ASU 2009-04”). Under ASU 2009-04, 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. The Company’s financing is redeemable at the option of the holder under the specified terms and conditions of such preferred stock however, the instrument was not redeemable as of December 31, 2017. Therefore, the Company classified the Series C Preferred Stock as temporary equity in the consolidated balance sheet at December 31, 2017.

Warrants

The following table summarizes the Company’s warrants outstanding and exercisable at December 31, 2016 and 2017:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding at January 1, 2016		761,549		$	22.60		3.83	$	-
Issued		1,224,980			4.69		4.13		-
Exercised		(157,480	)		-		-		-
Cancelled		-			-		-		-
Outstanding and Exercisable at December 31, 2016		1,829,049		$	12.00		3.92	$	-
Issued		4,827,202			2.00		4.76		-
Exercised (1)		(878,601	)		2.00		-		-
Cancelled		-			-		-		-
Outstanding and Exercisable at December 31, 2017		5,777,650		$	5.08		4.26	$	6,672,902

(1)	During the year ended December 31, 2017, 648,601 warrants were exercised on a cashless basis and were converted into 429,656 shares of common stock.

Long-Term Stock Incentive Plan

On January 4, 2013, a majority of the Company’s stockholders approved by written consent the Company’s 2013 Long-Term Stock Incentive Plan (“LTIP”). The maximum aggregate number of shares of common stock that may be issued under the LTIP, including stock awards, stock issued to directors for serving on the Company’s board, and stock appreciation rights, is limited to 10% of the shares of common stock outstanding on the first business or trading day of any fiscal year, which is 737,992 at December 31, 2016.

2017 Stock Incentive Plan

On August 24, 2017, a majority of the Company’s stockholders approved at the 2017 Annual Shareholders’ Meeting the 2017 Stock Incentive Plan (“2017 SIP”). The aggregate maximum number of shares of Common Stock (including shares underlying options) that may be issued under the 2017 SIP pursuant to awards of restricted shares or options will be limited to 10% of the outstanding shares of Common Stock, which calculation shall be made on the first (1^st) business day of each new fiscal year; provided that for fiscal year 2017, 1,500,000 shares of Common Stock may be delivered to participants under the 2017 SIP. Thereafter, the 10% evergreen provision shall govern the 2017 SIP. The number of shares of Common Stock that are the subject of awards under the 2017 SIP which are forfeited or terminated, are settled in cash in lieu of shares of Common Stock or in a manner such that all or some of the shares covered by an award are not issued to a participant or are exchanged for awards that do not involve shares will again immediately become available to be issued pursuant to awards granted under the 2017 SIP. 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 under the 2017 SIP.

During the year ended December 31, 2017, the Company issued 159,933 shares of common stock under both the LTIP and the 2017 SIP to five (5) non-executive directors for serving on the Company’s board. The aggregate fair value of the shares issued to the directors was $360,000. Also during the year ended December 31, 2017, the Company issued 232,559 shares of common stock with an aggregate fair value of $400,000 to executive and certain non-executive employees related to the Company’s 2016 management incentive plan. The Company also granted 1,095,895 restricted shares of common stock with an aggregate value of $1,864,253 to certain executive and non-executive employees. The vesting period for these restricted shares of common stock is twelve months and the Company expensed $1,629,049 related to these restricted stock awards. During the year ended December 31, 2016, the Company issued 51,705 shares under the plan to three non-executive directors for serving on the Company’s board. The aggregate fair value of the shares issued to the directors was $180,000. Also during the year ended December 31, 2016, the Company issued 60,000 shares with an aggregate fair value of $372,000 to executive and certain non-executive employees related to the Company’s 2015 management incentive plan, which was previously accrued.

During the year ended December 31, 2017, the Company accrued $925,000 of discretionary management and employee bonus expense.

During the year ended December 31, 2017, the Company issued 448,258 fully-vested shares of common stock with a fair value of $816,955 to non-employees for services rendered.

Income Taxes

12 Months Ended

Dec. 31, 2017

Income Taxes [Abstract]

INCOME TAXES

NOTE 10 - INCOME TAXES

On December 22, 2017, the President signed into law new legislation, known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), that resulted in significant changes to the Internal Revenue Code of 1986, as amended. These changes include a federal statutory rate reduction from 34% to 21%, limitation of the deduction for net operating losses to 80% of taxable income while providing that the net operating loss carryovers for years after 2017 will not expire, limitation on the amount of research and development expenses deductible per year beginning in years after 2021, increased limitations on certain executive compensation, elimination of the Corporate Alternative Minimum Tax, and modifying or repealing other business deductions and credits.

The Company has incorporated the impact of the Tax Act in the results from operations for the tax effects of the Tax Act than can be reasonably estimated, but not completed, for the year ended December 31, 2017. As a result of the Tax Act being signed into law, the Company recognized a provisional charge of $4,295,052, equal to (43.48%) of Operating Income Before Income Tax, in the fourth quarter of 2017 related to the re-measurement of its U.S. deferred tax assets at the lower enacted corporate tax rate. Due to the history of net operating losses, the Company is in a full valuation allowance position. As a result, the additional tax expense due to the Tax Act was offset by an equal reduction to the valuation allowance, resulting in no net tax impact from the Tax Act to the overall financial condition and results of operations of the Company.

As of December 31, 2017, the Company had US federal and state net operating loss (“NOLs”) carryovers of $35,030,083 and $29,699,580, respectively, available to offset future taxable income, which expire beginning in 2033. In addition, the Company had tax credit carryforwards of $315,492 at December 31, 2017 that will be available to reduce future tax liabilities. The tax credit carryforwards will begin to expire beginning in 2033.

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, 2017 with respect to the Nxt-ID NOLs and therefore no limitation under Section 382 has been computed related to the Nxt-ID NOLs. Management will review for such limitations before any of the Nxt-ID NOLs against future taxable income. Management has determined the acquisition of Fit Pay during the 2017 year is a change of control event under Section 382 of the Internal Revenue Code with respect to the Fit Pay pre-acquisition NOLs. Management determined that the sum of Section 382 annual limitations on the Fit Pay pre-acquisition NOLs during the corresponding carryforward period is in excess of the total amount of Fit Pay NOL carryforward available at the time of change of control. Consequently, no adjustment has been made to the amount of Fit Pay NOL available following the change in control.

Section 384 of the Internal Revenue Code Section further limits Nxt-ID’s ability to off-set pre-acquisition NOLs of Nxt-ID against future taxable income which may be created by the realization of Fit Pay built in gains during the five-year recognition period following the Fit Pay acquisition. However, tax losses of the consolidated group generated from operations occurring after the Fit Pay acquisition are eligible to offset any taxable income resulting from realization of Fit Pay built in gain following the transaction.

The Company has no material uncertain tax positions for any of the reporting periods presented. The Company has filed all of its tax returns for all prior periods through December 31, 2016 and intends to timely the income tax returns for the period ending December 31, 2017. As a result, the Company’s net operating loss carryovers will now be available to offset any future taxable income.

The Company is subject to taxation in the United States and various states. As of December 31, 2017 the Company’s tax years post 2012 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2017 the Company is no longer subject to U.S. federal or state examinations by tax authorities for years before December 31, 2013. The Company has not been examined or received notice of pending examination by the federal or any state and local tax authority. To the extent a tax authority examines an open tax year and makes an assessment, the results from operations could be affected through additional tax liabilities or adjustments to the amount of NOL carryforward or tax basis of other components of deferred tax.

The income tax (benefit) provision consists of the following:

	December 31,
	2017			2016
Current
Federal	$	-		$	-
State		16,089			5,749
		16,089			5,749
Deferred
Federal		1,321,607			(2,843,866	)
State		(483,260	)		(281,625	)
		838,347			(3,125,491	)
Change in valuation allowance		(2,467,771	)		3,315,776
Total income tax (benefit) provision	$	(1,613,335	)	$	196,035

A reconciliation of the effective income tax rate and the statutory federal income tax rate is as follows:

	December 31,
	2017			2016
U.S. federal statutory rate		34.00	%		34.00	%
State income tax rate, net of federal benefit		3.12			1.45
Other permanent differences		(2.29	)		(10.60	)
Effect of rate change under Tax Act		(43.48	)		-
Less: valuation allowance		24.98			(26.41	)
Provision for income taxes		16.33	%		(1.56	)%

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 not 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 became 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 uncertainties exists with respect to future realization of the deferred tax assets and has therefore established a valuation allowance. Nxt-ID considered the deferred tax liabilities related to indefinite lived intangibles not allowable as a source of future taxable income in determining the amount of valuation allowance at December 31, 2017 and 2016, resulting in net deferred tax liabilities in each period after applying valuation allowance. For the year ended December 31, 2017, the net change in valuation allowance of $841,402 was comprised of an increase of $1,626,369 related to the Fit Pay purchase accounting offset by a reduction of $2,467,771 related to a change in valuation allowance included in the income tax provision. For the year ended December 31, 2016, the increase in valuation allowance of $3,315,776 related to the change in valuation allowance included in the income tax provision.

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below:

	December 31,
	2017			2016
Deferred tax assets:
Net operating loss carryforward	$	8,829,607		$	8,887,756
Tax credits		315,492			187,856
Accruals and reserves		856,675			546,286
Restricted stock		-			42,140
Tangible and intangible assets		225,711			252,638
Charitable donations		2,903			3,738
Total deferred tax assets before valuation allowance:		10,230,388			9,920,414
Valuation allowance		(9,079,012	)		(9,920,414	)
Deferred tax assets, net of valuation allowance		1,151,376			-

Deferred tax liabilities:
Intangible assets	$	(1,486,777	)	$	(190,286	)
Total deferred tax liabilities	$	(1,486,777	)	$	(190,286	)

Net deferred tax liability	$	(335,401	)	$	(190,286	)

Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

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 its business. Other than as described above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the company or any of its subsidiaries, threatened against or affecting the company, or any of its subsidiaries in which an adverse decision could have a material adverse effect upon its business, operating results, or financial condition.

COMMITMENTS

The Company is party to certain leases for office space and warehouse facilities, with monthly payments ranging from $1,170 to $6,911, expiring on various dates through August 2020. The Company incurred rent expense of $206,481 and $154,194 for the years ended December 31, 2017 and December 31, 2016, respectively. Minimum lease payments for non-cancelable operating leases are as follows:

Future Lease Obligations

2018	$	168,947
2019		128,195
2020		76,022
Total future lease obligations	$	373,164

The maturity of the Company’s debt is as follows:

2018	$	266,201
2019		212,961
2020		212,961
2021		159,719
Total debt	$	851,842

Effective October 1, 2015, we extended the employment agreement with Gino M. Pereira, our Chief Executive Officer. The term of the employment agreement is for three years and the term began on October 1, 2015. Effective January 1, 2017, Mr. Pereira’s base salary increased to $381,150 from $346,500. The employment agreement also provides for:

	●	Eligibility to participate in bonus or incentive compensation plans that may be established by the board of directors from time to time applicable to the executive’s services.
	●	Eligibility to receive equity awards as determined by the board of directors, or a committee of the board of directors, composed in compliance with the corporate governance standards of any applicable listing exchange.

Effective May 23, 2017, we entered into an employment agreement with Michael Orlando, our Chief Operating Officer. The term of the employment agreement is 1 year beginning on May 23, 2017. Mr. Orlando’s base salary is $150,000, plus an initial stock grant of 250,000 shares of Common Stock from the Company’s 2013 LTIP. Effective January 1, 2018, Ms. Orlando’s base salary increased to $350,000 from $150,000. The employment agreement also provides for:

	●	Eligibility to participate in bonus or incentive compensation plans that may be established by the Board from time to time applicable to Mr. Orlando’s services.
	●	Eligibility to receive equity awards as determined by the Board, or a committee of the Board, composed in compliance with the corporate governance standards of any applicable listing exchange.

Subsequent Events

12 Months Ended

Dec. 31, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

On January 3, 2018, the Company issued 5,103 shares of its common stock for the payment of services with a grant date fair value of $17,861.

On January 11, 2018, the Company issued 437,018 shares of common stock in connection with the cashless exercise of 1,075,000 warrants.

On February 20, 2018, the Company issued 163,435 shares of its common stock to certain employees under the 2017 management incentive plan.

On February 26, 2018, the Company received proceeds of $200,000 in connection with the exercise of 100,000 warrants to purchase common stock at an exercise price of $2.00.

On March 23, 2018, the Company issued 58,333 shares of its common stock for the payment of services with a grant date fair value of $130,666.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Summary of Significant Accounting Policies [Abstract]

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION

CASH

CASH

RESTRICTED CASH

RESTRICTED CASH

CONCENTRATIONS OF CREDIT RISK

CONCENTRATIONS OF CREDIT RISK

REVENUE RECOGNITION

REVENUE RECOGNITION

SHIPPING AND HANDLING

SHIPPING AND HANDLING

ACCOUNTS RECEIVABLE

Accounts Receivable

INVENTORY

INVENTORY

LONG-LIVED ASSETS

LONG-LIVED ASSETS

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

Equipment		5 years
Furniture and fixtures		3 to 5 years
Tooling and molds		2 to 3 years

GOODWILL

GOODWILL

OTHER INTANGIBLE ASSETS

OTHER INTANGIBLE ASSETS

Amortization expense estimated for each of the next five fiscal years, 2018 through 2022 will be approximately $1,400,000 per year.

CONVERTIBLE INSTRUMENTS

CONVERTIBLE INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

INCOME TAXES

INCOME TAXES

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NET LOSS PER SHARE

NET LOSS PER SHARE

RESEARCH AND DEVELOPMENT

RESEARCH AND DEVELOPMENT

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"), which defers the effective date of FASB's revenue standard under ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. As a result of ASU 2015-14, the guidance under ASU 2014-09 shall apply for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods. In March 2016, the FASB issued Accounting Standards Update No. 2016-08,Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarified the implementation guidance regarding performance obligations and licensing arrangements. As permitted under the standard for emerging growth companies, the Company plans to adopt ASU 2014-09 in the first quarter of 2019 using the modified retrospective approach and recognize the cumulative effect to existing contracts in opening retained earnings on the effective date. The Company is currently reviewing and evaluating this guidance and its impact on its consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Significant Accounting Policies [Abstract]

Schedule of estimated useful life of property and equipment

Equipment		5 years
Furniture and fixtures		3 to 5 years
Tooling and molds		2 to 3 years

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2017

Business Acquisition [Line Items]

Summary of proforma of financial position or results of operations

	For the Years ended
	December 31,
	2017			2016
	(unaudited)
Pro forma:
Net Sales	$	23,410,933		$	16,329,155
Net Loss applicable to Common Stockholders	$	(10,139,972	)	$	(18,723,441	)
Net Loss Per Share - Basic and Diluted applicable to Common Stockholders	$	(0.79	)	$	(2.32	)

LOGIC MARK LLC [Member]

Business Acquisition [Line Items]

Schedule of estimated fair values of identifiable assets acquired and liabilities assumed

Cash	$	109,710
Accounts receivable		494,591
Inventories		2,566,117
Other current assets		370,905
Property and equipment		227,840
Goodwill		15,479,662
Intangible assets		8,604,567
Assets acquired		27,853,392

Accounts payable		507,857
Accrued liabilities		208,747
Liabilities assumed		716,604

Net assets acquired	$	27,136,788

FIT PAY [Member]

Business Acquisition [Line Items]

Schedule of estimated fair values of identifiable assets acquired and liabilities assumed

Cash	$	10,889
Accounts receivable		92,629
Other current assets		53,966
Property and equipment		31,968
Goodwill		9,119,709
Intangible assets (See Note 4)		4,137,400
Assets acquired		13,446,561

Accounts payable		165,650
Accrued liabilities		1,139,774
Customer deposits		262,414
Deferred taxes		1,774,539
Liabilities assumed		3,342,377

Net assets acquired	$	10,104,184

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2017

Accrued Expenses [Abstract]

Schedule of accrued expenses

	December 31,
	2017		2016
Salaries and payroll taxes	$	92,906	$	77,037
Consulting fees		70,000		25,547
Merchant bank fees		28,075		31,124
State income taxes		11,049		1,135
Professional fees		31,781		7,568
Management incentives		891,667		604,125
Interest expense		639,030		691,684
Amount due to LogicMark Sellers		421,606		-
Dividends – Series A & B preferred stock		25,000		583,067
Liquidated damages – Series B preferred stock		-		360,000
Finder’s fees		-		256,250
Other		253,953		264,135
Totals	$	2,465,067	$	2,901,672

Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2017

Derivative Liabilities [Abstract]

Schedule of derivative liabilities

	January 12, - March 29,
	2016
Embedded Conversion Feature Liability:
Risk-free interest rate		0.46%-0.59	%
Expected volatility		100.00	%
Expected life (in years)		0.91-0.70
Expected dividend yield		-

Summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis

	For the year ended December 31, 2016

Beginning liability balance	$	420,360
Change in fair value of derivative liabilities		2,299,020
Recognition of conversion feature liability		-
Gain on derivative liabilities resulting from accelerated amortizations		(1,016,980	)
Net realized gain on conversion feature liabilities		-
Net unrealized gain on conversion feature liabilities		-
Adjustment to additional paid-in capital upon conversion and modification		(1,702,400	)
Ending balance	$	-

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2017

Stockholders' Equity [Abstract]

Summary of warrants outstanding and exercisable

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding at January 1, 2016		761,549		$	22.60		3.83	$	-
Issued		1,224,980			4.69		4.13		-
Exercised		(157,480	)		-		-		-
Cancelled		-			-		-		-
Outstanding and Exercisable at December 31, 2016		1,829,049		$	12.00		3.92	$	-
Issued		4,827,202			2.00		4.76		-
Exercised (1)		(878,601	)		2.00		-		-
Cancelled		-			-		-		-
Outstanding and Exercisable at December 31, 2017		5,777,650		$	5.08		4.26	$	6,672,902

(1)	During the year ended December 31, 2017, 648,601 warrants were exercised on a cashless basis and were converted into 429,656 shares of common stock.

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Taxes [Abstract]

Schedule of income tax (benefit) provision

	December 31,
	2017			2016
Current
Federal	$	-		$	-
State		16,089			5,749
		16,089			5,749
Deferred
Federal		1,321,607			(2,843,866	)
State		(483,260	)		(281,625	)
		838,347			(3,125,491	)
Change in valuation allowance		(2,467,771	)		3,315,776
Total income tax (benefit) provision	$	(1,613,335	)	$	196,035

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

	December 31,
	2017			2016
U.S. federal statutory rate		34.00	%		34.00	%
State income tax rate, net of federal benefit		3.12			1.45
Other permanent differences		(2.29	)		(10.60	)
Effect of rate change under Tax Act		(43.48	)		-
Less: valuation allowance		24.98			(26.41	)
Provision for income taxes		16.33	%		(1.56	)%

Schedule of deferred tax assets and liabilities

	December 31,
	2017			2016
Deferred tax assets:
Net operating loss carryforward	$	8,829,607		$	8,887,756
Tax credits		315,492			187,856
Accruals and reserves		856,675			546,286
Restricted stock		-			42,140
Tangible and intangible assets		225,711			252,638
Charitable donations		2,903			3,738
Total deferred tax assets before valuation allowance:		10,230,388			9,920,414
Valuation allowance		(9,079,012	)		(9,920,414	)
Deferred tax assets, net of valuation allowance		1,151,376			-

Deferred tax liabilities:
Intangible assets	$	(1,486,777	)	$	(190,286	)
Total deferred tax liabilities	$	(1,486,777	)	$	(190,286	)

Net deferred tax liability	$	(335,401	)	$	(190,286	)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies [Abstract]

Schedule of future lease obligation

2018	$	168,947
2019		128,195
2020		76,022
Total future lease obligations	$	373,164

Schedule of maturity of the company's debt

2018	$	266,201
2019		212,961
2020		212,961
2021		159,719
Total debt	$	851,842

Organization and Principal Business Activities (Details) - USD ($)		12 Months Ended
	Jul. 25, 2016	Dec. 31, 2017
Organization and Principal Business Activities (Textual)
Earnout amount owed		$ 3,156,088
Reduced amount of contingent consideration due		$ 1,843,912
Interest Purchase Agreement [Member]
Organization and Principal Business Activities (Textual)
Payments to LogicMark sellers, description	<div>The Company completed the acquisition of LogicMark, LLC (“LogicMark”) pursuant to an Interest Purchase Agreement by and among the Company, LogicMark and the holders of all of the membership interests of LogicMark (the “LogicMark Sellers”), dated May 17, 2016 (the “Interest Purchase Agreement”). Pursuant to the Interest Purchase Agreement, we acquired all of the membership interests of LogicMark from the LogicMark Sellers for (i) $17.5 million in cash consideration (ii) $2.5 million in a secured promissory note (the “LogicMark Note”) issued to LogicMark Investment Partners, LLC, as representative of the LogicMark Sellers (the “LogicMark Representative”) (iii) 78,740 shares of common stock, which were issued upon signing of the Interest Purchase Agreement (the “LogicMark Shares”), and (iv) warrants (the “LogicMark Warrants”) to purchase an aggregate of 157,480 shares of common stock (the “LogicMark Warrant Shares”) for no additional consideration. Such warrants were exercised on July 27, 2016. In addition, the Company was required to pay the LogicMark Sellers earn-out payments of (i) up to $1,500,000 for calendar year 2016 and (ii) up to $5,000,000 for calendar year 2017 if LogicMark met certain gross profit targets set forth in the Interest Purchase Agreement. The LogicMark Note originally was to mature on September 23, 2016 but was extended to July 15, 2017. The earn-out payment related to 2016 and the remaining balance owed on the LogicMark Note including accrued interest were both paid in July 2017.</div>

Reverse Stock Split (Details)

Sep. 01, 2016

Reverse Stock Split (Textual)

Reverse stock split, description

On September 1, 2016, the Company's board of directors and stockholders approved a resolution to amend the Company's Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company's outstanding common stock at a ratio of 1-for-10 (the "Reverse Split"). On September 9, 2016, the Company effected the Reverse Split. Upon effectiveness of the Reverse Split, every 10 shares of outstanding common stock decreased to one share of common stock. Throughout this report, the Reverse Split was retroactively applied to all periods presented.

Liquidity and Management Plans (Details) - USD ($)	12 Months Ended
Liquidity and Management Plans (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Liquidity and Management Plans (Textual)
Net loss	$ (8,264,873)	$ (12,752,928)
Working capital deficiency	1,319,766
Stockholders' equity	19,130,167	2,818,731	$ 881,333
Net proceeds	13,291,390
Proceeds received from issuance of convertible exchange notes, net	$ 594,408	$ 1,400,000

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2017
Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Furniture and fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Tooling and molds [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Tooling and molds [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years

Summary of Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Summary of Significant Accounting Policies (Textual)
Restricted cash	$ 40,371	$ 40,371
Inventory raw materials	1,493,995	3,797,499
Inventory finished goods	1,565,522	1,544,001
Wrote off excess	1,082,938
Carrying value of finished goods Wocket inventory	347,632
Prepayments of raw materials inventory	887,021	$ 1,089,770
Antidilutive earnings shares		2,581,104
Amortization expense of intangible assets	1,096,569	$ 318,842
Amortization expense estimated for 2018	1,400,000
Amortization expense estimated for 2019	1,400,000
Amortization expense estimated for 2020	1,400,000
Amortization expense estimated for 2021	1,400,000
Amortization expense estimated for 2022	1,400,000
Allowance for doubtful accounts	402,383	$ 0
Convertible Exchange Notes [Member]
Summary of Significant Accounting Policies (Textual)
Antidilutive earnings shares		575,000
World Ventures Holding [Member]
Summary of Significant Accounting Policies (Textual)
Sales revenue	7,065,755	$ 1,357,413
Accounts receivable due from WVH	1,364,405	621,724
LogicMark Investment Partners [Member]
Summary of Significant Accounting Policies (Textual)
Amortization expense of intangible assets	$ 761,818	$ 318,842
LogicMark Investment Partners [Member] \| Patents [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	11 years
Fair value of patents	$ 3,563,885
LogicMark Investment Partners [Member] \| Trademarks [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	20 years
Fair value of trademarks	$ 1,167,122
LogicMark Investment Partners [Member] \| Customer relationships [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	10 years
Fair value of customer relationships	$ 2,792,900
Fit Pay, Inc. [Member]
Summary of Significant Accounting Policies (Textual)
Amortization expense of intangible assets	$ 334,751
Fit Pay, Inc. [Member] \| Trademarks [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	5 years
Fair value of trademarks	$ 181,042
Fit Pay, Inc. [Member] \| Customer relationships [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	6 years
Fair value of customer relationships	$ 1,336,868
Fit Pay, Inc. [Member] \| Technology [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	7 years
Fair value of technology	$ 2,284,739
Warrants [Member]
Summary of Significant Accounting Policies (Textual)
Antidilutive earnings shares		1,829,049
Number of warrants	5,777,650	1,829,049	761,549

Acquisitions (Details) - USD ($)	May 23, 2017	Jul. 25, 2016
LOGIC MARK LLC [Member]
Business Acquisition [Line Items]
Cash		$ 109,710
Accounts receivable		494,591
Inventories		2,566,117
Other current assets		370,905
Property and equipment		227,840
Goodwill		15,479,662
Intangible assets		8,604,567
Assets acquired		27,853,392
Accounts payable		507,857
Accrued liabilities		208,747
Liabilities assumed		716,604
Net assets acquired		$ 27,136,788
FIT PAY [Member]
Business Acquisition [Line Items]
Cash	$ 10,889
Accounts receivable	92,629
Other current assets	53,966
Property and equipment	31,968
Goodwill	9,119,709
Intangible assets	4,137,400
Assets acquired	13,446,561
Accounts payable	165,650
Accrued liabilities	1,139,774
Customer deposits	262,414
Deferred taxes	1,774,539
Liabilities assumed	3,342,377
Net assets acquired	$ 10,104,184

Acquisitions (Details 1) - USD ($)	12 Months Ended
Acquisitions (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Pro forma:
Net Sales	$ 23,410,933	$ 16,329,155
Net Loss applicable to Common Stockholders	$ (10,139,972)	$ (18,723,441)
Net Loss Per Share - Basic and Diluted applicable to Common Stockholders	$ (0.79)	$ (2.32)

Acquisitions (Details Textual) - USD ($)	1 Months Ended				12 Months Ended
Acquisitions (Details Textual) - USD ($)	Jul. 31, 2017	Jun. 30, 2017	May 23, 2017	Jul. 22, 2016	Dec. 31, 2017	Dec. 31, 2016	Jul. 25, 2016	Jun. 25, 2012
Acquisitions (Textual)
Prime borrowing rate								100.00%
Reduced amount of contingent consideration due					$ 1,843,912
LOGIC MARK LLC [Member]
Acquisitions (Textual)
Secured promissory note maturity date	Jul. 15, 2017			Sep. 22, 2016	Jul. 25, 2018
Debt instrument principal amount							$ 15,000,000
Revolving loan interest rate					15.00%
Forbearance agreement, description					Company agreed to pay to the LogicMark Sellers in immediately available funds: (i) $250,000 on September 23, 2016; (ii) $100,000 on October 24, 2016; and (iii) $1,150,000, plus all accrued and unpaid interest due under the LogicMark Note on October 31, 2016.
Escrow amount					$ 500,000
Secured subordinated promissory note				$ 2,500,000
Debt issuance costs					1,357,356
Unamortized balance of deferred debt issue costs					200,744
Purchase price to acquire Logicmark					27,136,788
Amount paid in cash					17,500,000
Non-cash consideration					$ 9,636,788
Non-cash consideration, description					The non-cash consideration was comprised of a $2,500,000 seller note, $900,000 of common stock and warrants issued to the sellers and $6,236,788 in earn-out provisions.
Prime borrowing rate					3.50%
Reduced amount of contingent consideration due					$ 1,843,912
Paid down of revolving loan					3,000,000
Additional deferred debt issue costs					450,000
LogicMark note payments		$ 250,000
FIT PAY [Member]
Acquisitions (Textual)
Acquisition related expenses					220,943	$ 605,228
Amortization expense related intangible assets					301,625	1,155,267
Interest expense					213,510	2,893,777
Dividends related preferred stock					44,384	734,375
Reduction depreciation expense						$ 23,562
Purchase price to acquire Logicmark					10,104,184
Amount paid in cash					100,000
Non-cash consideration					$ 10,004,184
Non-cash consideration, description					The non-cash consideration was comprised of a $851,842 seller note, $3,289,161 of common stock issued to the sellers, Series C preferred stock issued to sellers of $1,807,300 and $4,055,881 in an earn-out provision. At the date of acquisition, the earn-out provision was discounted using a prime borrowing rate of 3.5%.
Prime borrowing rate					3.50%
Description of merger agreement			The aggregate purchase price paid for Fit Pay stock was: (i) 1,912,303 shares of common stock which was equivalent to 19.96% of the outstanding shares of common stock of the Company (the "Common Stock"); (ii) 2,000 shares of the Series C Non-Convertible Preferred Stock of the Company (the "Series C Preferred Stock"); (iii) the payment of certain debts by the Company; and (iv) the payment of certain unpaid expenses of the Fit Pay Sellers of $724,116 by the Company. In addition, the Company will be required to pay the Fit Pay Sellers an earn-out payment equal to 12.5% of the gross revenue derived from Fit Pay's technology for sixteen (16) fiscal quarters commencing on October 1, 2017 and ending on December 31, 2021. To date, Fit Pay has had minimal revenue. The operating results of Fit Pay have been included in the consolidated financial statements from the effective date of the acquisition, May 23, 2017.
Deferred tax liabilities			$ 1,774,539

Accrued Expenses (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Accrued Expenses [Abstract]
Salaries and payroll taxes	$ 92,906	$ 77,037
Consulting fees	70,000	25,547
Merchant bank fees	28,075	31,124
State income taxes	11,049	1,135
Professional fees	31,781	7,568
Management incentives	891,667	604,125
Interest expense	639,030	691,684
Amount due to LogicMark Sellers	421,606
Dividends - Series A & B preferred stock	25,000	583,067
Liquidated damages - Series B preferred stock		360,000
Finder's fees		256,250
Other	253,953	264,135
Totals	$ 2,465,067	$ 2,901,672

Convertible Notes Payable (Details) - USD ($)			1 Months Ended			12 Months Ended
Convertible Notes Payable (Details) - USD ($)	Feb. 12, 2016	Dec. 08, 2015	Dec. 19, 2017	Jul. 19, 2017	Nov. 29, 2016	Dec. 31, 2017	Dec. 31, 2016	Jul. 13, 2017	Mar. 29, 2016	Dec. 31, 2015
Convertible Notes Payable (Textual)
Loss on extinguishment of debt							$ (272,749)
Conversion of debt							2,456,679
Proceeds from convertible notes payable
Amortization of debt discount						$ 1,799,584	648,365
Debt instrument, description				(i) an aggregate principal amount of $594,408 of secured subordinated convertible promissory notes of the Company (the "July 2017 Notes") due in July 2018, and (ii) warrants exercisable into 297,202 shares of Common Stock (the "July 2017 Warrants"). The July 2017 Notes are convertible into shares of Common Stock at a conversion price of $2.00 per share and the July 2017 Warrants are exercisable into shares of Common Stock with a five year term and an exercise price of $2.00 per share.
Term note, minimum interest							$ 253,028
Shares issued upon conversion						120,000	1,228,828
Loss on conversion of convertible note interest							$ 34,628
Non-cash charge for modification of convertible exchange notes and warrants						$ 228,630
Non-cash charge for modification of warrant terms						37,000
Accrued interest balance						868,970
Proceeds received from issuance of convertible exchange notes, net						$ 594,408	1,400,000
Warrants exercisable shares of common stock				297,202
Convertible notes payable - accrued interest, Shares						328,897
Maximum [Member]
Convertible Notes Payable (Textual)
Notes outstanding									$ 3,209,850
Minimum [Member]
Convertible Notes Payable (Textual)
Notes outstanding									$ 1,208,850
December 2015 Private Placement [Member]
Convertible Notes Payable (Textual)
Aggregate principal amount of secured convertible notes		$ 1,500,000
Adjustment to additional paid-in capital upon modification	$ 1,702,400
July 2017 Exchange [Member]
Convertible Notes Payable (Textual)
Restricted common stock, fair value			$ 673,400
Restricted common stock, shares			370,000
Restricted Stock Award Description			<div>(i) amend the maturity dates of the convertible notes by one (1) year, or November 29, 2018, and (ii) that the holders would forbear the exercise of any remedies due to the passing of the original maturity date.</div>
July 2017 Exchange [Member] \| Maximum [Member]
Convertible Notes Payable (Textual)
Common stock conversion price						$ 3
Exercise price						3
July 2017 Exchange [Member] \| Minimum [Member]
Convertible Notes Payable (Textual)
Common stock conversion price						2
Exercise price						$ 2
April Purchase Agreement [Member]
Convertible Notes Payable (Textual)
Common stock conversion price	$ 2.35
December Purchase Agreement [Member]
Convertible Notes Payable (Textual)
Conversion of debt							838,171
Debt conversion, description		The December Notes bear interest at a rate of 8% per annum. The December Notes were convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price of $2.35 per share, as modified.
Amortization of debt discount							515,032
Convertible debt principal amount		$ 1,500,000
Term note, minimum interest							$ 38,560
Shares issued upon conversion							373,077
Debt discount		1,719,700
Notes outstanding		3,644,850
Derivative liability		$ 912,330
November Purchaser Agreement [Member]
Convertible Notes Payable (Textual)
Convertible notes payable, maturity date					Nov. 29, 2017
Amortization of debt discount						$ 1,366,667	$ 133,333
Convertible debt principal amount					$ 1,500,000
Debt instrument, description					(i) an aggregate principal amount of $1,500,000 of new secured subordinated promissory notes (the "Exchange Notes") and (ii) warrants (the "Warrants", and together with the Exchange Notes, the "Exchange Securities") convertible into 500,000 shares of common stock of the Company, par value $0.0001 (the "Common Stock"). The Holders purchased the $1,500,000 of Original Notes from LogicMark Investment prior to this transaction.
Warrants exercisable, term					5 years
Warrant exercise price					$ 3.00
Accrued interest rate of per annum					15.00%
Warrant [Member]
Convertible Notes Payable (Textual)
Common stock price per share								$ 3.00
Warrant exercise price						$ 5.08	$ 12.00			$ 22.60
Deferred debt issue costs						$ 432,917
LogicMark Investment Partners [Member]
Convertible Notes Payable (Textual)
Outstanding balance including accrued and unpaid interest				$ 594,403
November Notes [Member]
Convertible Notes Payable (Textual)
Common stock price per share								2.00
Non-cash charge for modification of convertible exchange notes and warrants						191,630
Unamortized note discount						491,667
Deferred debt issue costs						$ 35,949
November Notes [Member] \| Maximum [Member]
Convertible Notes Payable (Textual)
Common stock conversion price						$ 3.00		3.00
Warrant exercise price					$ 3.00
November Notes [Member] \| Minimum [Member]
Convertible Notes Payable (Textual)
Common stock conversion price						$ 2.00		$ 2.00
Warrant exercise price					$ 2.00

Derivative Liabilities (Details)	3 Months Ended
Derivative Liabilities (Details)	Mar. 29, 2016
Embedded Conversion Feature Liability:
Expected volatility	100.00%
Expected dividend yield
Minimum [Member]
Embedded Conversion Feature Liability:
Risk-free interest rate	0.46%
Expected life (in years)	8 months 12 days
Maximum [Member]
Embedded Conversion Feature Liability:
Risk-free interest rate	0.59%
Expected life (in years)	10 months 28 days

Derivative Liabilities (Details 1) - Fair Value, Inputs, Level 3 [Member]	12 Months Ended
	Dec. 31, 2016 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Beginning liability balance	$ 420,360
Change in fair value of derivative liabilities	2,299,020
Recognition of conversion feature liability
Gain on derivative liabilities resulting from accelerated amortizations	(1,016,980)
Net realized gain on conversion feature liabilities
Net unrealized gain on conversion feature liabilities
Adjustment to additional paid-in capital upon conversion and modification	(1,702,400)
Ending balance

Derivative Liabilities (Details Textual) - USD ($)	12 Months Ended
Derivative Liabilities (Details Textual) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Derivative Liabilities (Textual)
Amortization of discount on contingent consideration	$ 171,530	$ 91,682

Stockholders' Equity (Details) - Warrants [Member] - USD ($)

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Number of Warrants

Number of Warrants, Outstanding and Exercisable, Beginning

1,829,049

761,549

Number of Warrants, Issued

4,827,202

1,224,980

Number of Warrants, Exercised

(878,601)

^[1]

(157,480)

Number of Warrants, Cancelled

Number of Warrants, Outstanding and Exercisable, Ending

5,777,650

1,829,049

Weighted Average Exercise Price

Weighted Average Exercise Price, Outstanding, Beginning

$ 12.00

$ 22.60

Weighted Average Exercise Price, Issued

2.00

4.69

Weighted Average Exercise Price, Exercised

2.00

^[1]

Weighted Average Exercise Price, Cancelled

Weighted Average Exercise Price, Outstanding and Exercisable, Ending

$ 5.08

$ 12.00

Weighted Average Remaining Life In Years

Weighted Average Remaining Life In Years, Outstanding and Exercisable, Beginning

3 years 11 months 1 day

3 years 9 months 29 days

Weighted Average Remaining Life In Years, Issued

4 years 9 months 3 days

4 years 1 month 16 days

Weighted Average Remaining Life In Years Outstanding and Exercisable, Ending

4 years 3 months 4 days

3 years 11 months 1 day

Aggregate Intrinsic Value Outstanding and Exercisable

$ 6,672,902

[1]	During the year ended December 31, 2017, 648,601 warrants were exercised on a cashless basis and were converted into 429,656 shares of common stock.

Stockholders' Equity (Details Textual) - USD ($)						1 Months Ended				12 Months Ended
Stockholders' Equity (Details Textual) - USD ($)	Nov. 13, 2017	Jul. 13, 2017	Jul. 25, 2016	Apr. 11, 2016	Jan. 04, 2013	Dec. 26, 2017	Dec. 19, 2017	Aug. 24, 2017	Jul. 25, 2016	Dec. 31, 2017	Dec. 31, 2016
Stockholders Equity (Textual)
Preferred stock, par value										$ 0.0001	$ 0.0001
Preferred stock dividend										$ 729,814	$ 1,080,741
Conversion of Series A Preferred stock and dividends into shares of common stock, Shares											2,189,732
Accrued Series B Preferred Dividends											$ 490,625
Aggregate shares of restricted common stock							370,000
Percentage of owner ship of voting stock										50.00%
Exercised warrants										$ 648,601
Converted shares of common stock										429,656
Aggregate fair value							$ 673,400			$ 1,629,049
Common stock, shares issued										23,583,593	7,379,924
Common stock fair value for fully-vested services rendered										$ 3,153,569	$ 619,254
Description on voting rights										One (1) share of Series C Preferred Stock shall carry the same voting rights as one (1) share of Common Stock.
Employee bonus expense										$ 925,000
Long Term Stock Incentive Plan [Member]
Stockholders Equity (Textual)
Long-term stock incentive plan, description					The maximum aggregate number of shares of common stock that may be issued under the LTIP, including stock awards, stock issued to directors for serving on the Company's board, and stock appreciation rights, is limited to 10% of the shares of common stock outstanding on the first business or trading day of any fiscal year, which is 737,992 at December 31, 2016.
Common stock, shares issued										159,933
2017 Stock Incentive Plan [Member]
Stockholders Equity (Textual)
Common stock voting rights, description								The aggregate maximum number of shares of Common Stock (including shares underlying options) that may be issued under the 2017 SIP pursuant to awards of restricted shares or options will be limited to 10% of the outstanding shares of Common Stock, which calculation shall be made on the first (1st) business day of each new fiscal year; provided that for fiscal year 2017, 1,500,000 shares of Common Stock may be delivered to participants under the 2017 SIP. Thereafter, the 10% evergreen provision shall govern the 2017 SIP.
Common stock, shares issued										159,933
Series A Preferred Stock [Member]
Stockholders Equity (Textual)
Preferred stock, par value										$ 0.0001	$ 0.0001
Series B Preferred Stock [Member]
Stockholders Equity (Textual)
Preferred stock, par value										0.0001	0.0001
Series C Preferred Stock [Member]
Stockholders Equity (Textual)
Preferred stock, par value										$ 0.0001	$ 0.0001
Cumulative dividends rate										5.00%
Unpaid dividends are payable in cash										$ 60,556
Director [Member]
Stockholders Equity (Textual)
Aggregate fair value											$ 180,000
Director [Member] \| Long Term Stock Incentive Plan [Member]
Stockholders Equity (Textual)
Aggregate fair value										360,000
Executive Officer [Member]
Stockholders Equity (Textual)
Aggregate fair value											$ 372,000
Aggregate fair value, shares											60,000
Executive Officer [Member] \| Long Term Stock Incentive Plan [Member]
Stockholders Equity (Textual)
Aggregate fair value										$ 400,000
Aggregate fair value, shares										232,559
Non-executive employees [Member]
Stockholders Equity (Textual)
Aggregate shares of common stock										448,258
Aggregate shares of restricted common stock										1,095,895
Aggregate fair value										$ 1,864,253
Aggregate fair value, shares											51,705
Common stock fair value for fully-vested services rendered										$ 816,955
Common Stock [Member]
Stockholders Equity (Textual)
Preferred Stock dividend on shares										159,219
Aggregate shares of common stock										1,704,086	204,553
Common stock fair value for fully-vested services rendered										$ 170	$ 21
April 2016 Offering [Member] \| Series A Preferred Stock [Member]
Stockholders Equity (Textual)
Convertible preferred stock, par value				$ 0.0001
Number of common stock issued				2,500,000
Preferred stock, par value				$ 1.00
Offering expenses payable				$ 2,500,000
Issuance of preferred stock				$ 230,225
Cumulative dividends rate				25.00%
Preferred Stock dividend on shares										159,219
Preferred stock dividend										$ 34,884	590,116
Conversion of Series A Preferred stock and dividends into shares of common stock										$ 338,749	$ 2,662,794
Conversion of Series A Preferred stock and dividends into shares of common stock, Shares										211,424	834,718
July 2016 Offering [Member] \| Series B Preferred Stock [Member]
Stockholders Equity (Textual)
Convertible preferred stock, par value			$ 0.0001						$ 0.0001
Number of common stock issued									4,500,000
Preferred stock, par value			$ 1.00						$ 1.00
Offering expenses payable			$ 4,500,000						$ 4,500,000
Issuance of preferred stock									$ 410,000
Cumulative dividends rate									25.00%
Preferred stock dividend										$ 634,375	$ 490,625
Conversion of Series A Preferred stock and dividends into shares of common stock										$ 6,075,000
Conversion of Series A Preferred stock and dividends into shares of common stock, Shares										4,500,000
Conversion price			$ 4.00						$ 4.00
Purchase warrants of common stock			562,500
Warrants terms description									The July 2016 Warrants will be exercisable beginning on January 25, 2017, and will be exercisable for a period of five (5) years.
Exercise price			$ 7.50						$ 7.50
Dividends and liquidated damages shares of common stock										3,106,802
November 2017 Offerings [Member]
Stockholders Equity (Textual)
Convertible preferred stock, par value	$ 1.36
Number of common stock issued	2,941,177
Offering expenses payable	$ 3,620,115
November 2017 Offerings [Member] \| Investor [Member]
Stockholders Equity (Textual)
Number of common stock issued	2,500,000
December 2017 Offerings [Member]
Stockholders Equity (Textual)
Convertible preferred stock, par value						$ 4.00
Offering expenses payable						$ 6,392,341
Aggregate shares of common stock						1,750,000
2017 Offering [Member]
Stockholders Equity (Textual)
Convertible preferred stock, par value		$ 1.43
Offering expenses payable		$ 3,017,932
Purchase warrants of common stock		230,000
Exercise price		$ 1.42
Aggregate shares of common stock		2,170,000
Private Placement [Member]
Stockholders Equity (Textual)
Convertible preferred stock, par value		$ 2.00
Purchase warrants of common stock		1,800,000
Warrants to purchase shares of exercisable, description		The warrants will be exercisable beginning on the six (6) month anniversary of the date of issuance, at an exercise price of $2.00 per share and will expire on the fifth anniversary of the initial exercise date.

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current
Federal
State	16,089	5,749
Total	16,089	5,749
Deferred
Federal	1,321,607	(2,843,866)
State	(483,260)	(281,625)
Total	838,347	(3,125,491)
Change in valuation allowance	(2,467,771)	3,315,776
Total income tax provision	$ (1,613,335)	$ 196,035

Income Taxes (Details 1)	12 Months Ended
Income Taxes (Details 1)	Dec. 31, 2017	Dec. 31, 2016
Income Taxes [Abstract]
U.S. federal statutory rate	34.00%	34.00%
State income tax rate, net of federal benefit	3.12%	1.45%
Other permanent differences	(2.29%)	(10.60%)
Effect of rate change under Tax Act	(43.48%)
Less: valuation allowance	24.98%	(26.41%)
Provision for income taxes	16.33%	(1.56%)

Income Taxes (Details 2) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
Net operating loss carryforward	$ 8,829,607	$ 8,887,756
Tax credits	315,492	187,856
Accruals and reserves	856,675	546,286
Restricted stock		42,140
Tangible and intangible assets	225,711	252,638
Charitable donations	2,903	3,738
Total deferred tax assets before valuation allowance:	10,230,388	9,920,414
Valuation allowance	(9,079,012)	(9,920,414)
Deferred tax assets, net of valuation allowance	1,151,376
Deferred tax liabilities:
Intangible assets	(1,486,777)	(190,286)
Total deferred tax liabilities	(1,486,777)	(190,286)
Net deferred tax liability	$ (335,401)	$ (190,286)

Income Taxes (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
Income Taxes (Details Textual) - USD ($)	Dec. 22, 2017	Dec. 31, 2017	Dec. 31, 2016
Income Taxes (Textual)
Tax credit carryforward, description		The tax credit carryforwards will begin to expire beginning in 2033.
Tax credit carryforwards		$ 315,492
Recognized provisional charge		$ 4,295,052
Effect of rate change		(43.48%)
Federal statutory rate		34.00%	34.00%
Net operating losses percentage	80.00%
Change in valuation allowance		$ (2,467,771)	$ 3,315,776
Fit Pay Purchase [Member]
Income Taxes (Textual)
Change in valuation allowance		1,626,369
Income Tax Provision Through Operations [Member]
Income Taxes (Textual)
Change in valuation allowance		(2,467,771)
Maximum [Member]
Income Taxes (Textual)
Federal statutory rate	34.00%
Minimum [Member]
Income Taxes (Textual)
Federal statutory rate	21.00%
Federal [Member]
Income Taxes (Textual)
Net operating loss carryovers		35,030,083
State [Member]
Income Taxes (Textual)
Net operating loss carryovers		$ 29,699,580

Commitments and Contingencies (Details)	Dec. 31, 2017 USD ($)
Commitments and Contingencies [Abstract]
2018	$ 168,947
2019	128,195
2020	76,022
Total future lease obligations	$ 373,164

Commitments and Contingencies (Details 1)	Dec. 31, 2017 USD ($)
Commitments and Contingencies [Abstract]
2018	$ 266,201
2019	212,961
2020	212,961
2021	159,719
Total debt	$ 851,842

Commitments and Contingencies (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
	May 23, 2017	Dec. 31, 2017	Dec. 31, 2016
Commitments and Contingencies (Textual)
Rent expenses		$ 206,481	$ 154,194
Base salary increased		$ 925,000
Gino M. Pereira [Member]
Commitments and Contingencies (Textual)
Employment agreement term		The term of the employment agreement is for three years and the term began on October 1, 2015.
Gino M. Pereira [Member] \| Maximum [Member]
Commitments and Contingencies (Textual)
Base salary increased		$ 381,150
Gino M. Pereira [Member] \| Minimum [Member]
Commitments and Contingencies (Textual)
Base salary increased		$ 346,500
Mr. Orlando [Member]
Commitments and Contingencies (Textual)
Employment agreement term	The term of the employment agreement is 1 year beginning on May 23, 2017. Mr. Orlando's base salary is $150,000, plus an initial stock grant of 250,000 shares of Common Stock from the Company's 2013 LTIP.
Mr. Orlando [Member] \| Maximum [Member]
Commitments and Contingencies (Textual)
Base salary increased	$ 350,000
Mr. Orlando [Member] \| Minimum [Member]
Commitments and Contingencies (Textual)
Base salary increased	$ 150,000
Office Space [Member]
Commitments and Contingencies (Textual)
Lease expiration, date		Aug. 31, 2020
Office Space [Member] \| Maximum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount		$ 6,911
Office Space [Member] \| Minimum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount		$ 1,170

Subsequent Events (Details) - USD ($)			1 Months Ended			12 Months Ended
Subsequent Events (Details) - USD ($)	Jan. 11, 2018	Jan. 03, 2018	Mar. 23, 2018	Feb. 26, 2018	Feb. 20, 2018	Dec. 31, 2017	Dec. 31, 2016
Subsequent Events (Textual)
Payment of services grant date fair value						$ 3,153,569	$ 619,254
Gross proceeds from common stock						$ 13,291,390
Subsequent Event [Member]
Subsequent Events (Textual)
Shares of common stock for payment of services		5,103	58,333
Payment of services grant date fair value		$ 17,861	$ 130,666
Common stock exercise price				$ 2.00
Common stock proceeds				100,000
Gross proceeds from common stock				$ 200,000
Common stock in connection with the cashless exercise	437,018
Common stock in connection with the cashless exercise value	$ 1,075,000
Shares of common stock to employees under 2017 management incentive plan					163,435