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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2018	Mar. 29, 2019	Jun. 29, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Nxt-ID, Inc.
Entity Central Index Key	0001566826
Trading Symbol	NXTD
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Ex Transition Period	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 36,641,740
Entity Common Stock, Shares Outstanding		26,441,188

Consolidated Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current Assets
Cash	$ 1,614,641	$ 5,676,786
Restricted cash	1,189,452	40,371
Accounts receivable, net	247,023	382,282
Inventory, net	870,513	706,322
Prepaid expenses and other current assets	443,324	805,844
Assets associated with discontinued operations	222,227	4,428,944
Total Current Assets	3,397,728	12,000,178
Property and equipment:
Equipment	183,044	193,119
Furniture and fixtures	89,029	79,063
Tooling and molds	630,481	630,481
Property and equipment, gross	902,554	902,663
Accumulated depreciation	(757,198)	(616,409)
Property and equipment, net	145,356	286,254
Assets associated with discontinued operations	12,270,726	12,952,744
Goodwill	15,479,662	15,479,662
Other intangible assets, net of amortization of $1,842,475 and $1,080,660, respectively	6,762,092	7,523,907
Total Assets	38,055,564	48,242,745
Current Liabilities
Accounts payable	1,259,129	903,051
Accrued expenses	1,701,561	2,448,157
Short-term debt	1,265,151	266,201
Other current liabilities - contingent consideration	553,126	3,656,660
Liabilities associated with discontinued operations	365,293	3,408,843
Total Current Liabilities	5,144,260	10,682,912
Other long-term liabilities - contingent consideration	2,350,592	3,902,068
Long-term debt	372,680	585,641
Revolving loan facility, net of deferred debt issuance costs of $0 and $200,744, respectively		11,799,256
Term loan facility, net of debt discount of $620,193 and deferred debt issuance costs of $1,102,280, respectively	13,278,577
Deferred tax liability	365,397	335,401
Total Liabilities	21,511,506	27,305,278
Commitments and Contingencies
Series C Preferred Stock
Series C Preferred Stock, par value $0.0001 per share: 2,000 shares designated; 2,000 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively	1,807,300	1,807,300
Stockholders' Equity
Common Stock, par value $0.0001 per share: 100,000,000 shares authorized; 25,228,072 and 23,583,593 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively	2,523	2,358
Additional paid-in capital	64,748,871	62,052,483
Accumulated deficit	(50,014,636)	(42,924,674)
Total Stockholders' Equity	14,736,758	19,130,167
Total Liabilities, Series C Preferred Stock and Stockholders' Equity	38,055,564	48,242,745
Series B Preferred Stock
Stockholders' Equity
Preferred Stock, value
Series A Preferred Stock
Stockholders' Equity
Preferred Stock, value

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Other intangible assets, net of amortization	$ 1,842,475	$ 1,080,660
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	25,228,072	23,583,593
Common stock, shares outstanding	25,228,072	23,583,593
Term Loan Facility
Net of debt discount	$ 620,193
Deferred debt issuance costs	1,102,280
Revolving Credit Facility
Deferred debt issuance costs	$ 0	$ 200,744
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	0
Preferred stock, shares outstanding	0	0
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	0
Preferred stock, shares outstanding	0	0
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	2,000
Preferred stock, shares outstanding	2,000	2,000

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Revenues	$ 17,116,511	$ 16,043,060
Costs of goods sold	4,803,791	5,064,192
Gross Profit	12,312,720	10,978,868
Operating Expenses
General and administrative	6,852,893	8,128,193
Selling and marketing	4,110,616	4,241,379
Research and development	761,722	761,009
Total Operating Expenses	11,725,231	13,130,581
Operating Income (Loss)	587,489	(2,151,713)
Other Income and (Expense)
Interest expense	(2,967,211)	(7,697,165)
Change in fair value of contingent consideration	1,498,922	1,497,153
Loss on extinguishment of debt	(68,213)
Warrant modification expense	(345,280)	(37,000)
Total Other Expense, Net	(1,881,782)	(6,237,012)
Loss before Income Taxes	(1,294,293)	(8,388,725)
Income Tax Provision	(34,323)	(160,404)
Loss from Continuing Operations	(1,328,616)	(8,549,129)
(Loss) Income from Discontinued Operations, net of tax	(5,761,346)	284,256
Net Loss	(7,089,962)	(8,264,873)
Preferred stock dividends	(100,000)	(729,814)
Net Loss applicable to Common Stockholders	$ (7,189,962)	$ (8,994,687)
Loss Per Share from Continuing Operations - Basic and Diluted	$ (0.06)	$ (0.72)
(Loss) Income Per Share from Discontinued Operations - Basic and Diluted	(0.23)	0.02
Net Loss Per Share - Basic and Diluted	$ (0.29)	$ (0.70)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	24,561,791	12,812,376

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2016	$ 4,272,851	$ 738	$ 33,204,943	$ (34,659,801)	$ 2,818,731
Beginning balance, Shares at Dec. 31, 2016	4,810,268	7,379,924
Issuance of common stock for services		$ 170	3,153,399		3,153,569
Issuance of common stock for services, shares		1,704,086
Reclassification of remaining conversion feature liability
Issuance of common stock and warrants for cash, net of fees		$ 709	13,029,679		13,030,388
Issuance 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		$ 191	3,288,970		3,289,161
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		$ 120	2,395,613		2,395,733
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		$ 37	673,363		673,400
Shares issued in connection with the convertible exchange note maturity date extension, shares		370,000
Conversion of Series A preferred stock and dividends to common stock	$ (182,851)	$ 16	310,160		127,325
Conversion of Series A preferred stock and dividends to common stock, Shares	(310,268)	159,219
Shares issued in connection with the management incentive plan		$ 23	399,977		400,000
Shares issued in connection with the management incentive plan, shares		232,559
Conversion of Series B preferred stock, dividends and liquidated damages, net	$ (4,090,000)	$ 311	5,664,689		1,575,000
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		$ 2,358	62,052,483	(42,924,674)	19,130,167
Ending balance, Shares at Dec. 31, 2017		23,583,593
Issuance of common stock for services		$ 61	846,922		846,983
Issuance of common stock for services, shares		608,767
Fees incurred in connection with equity offerings			(132,325)		(132,325)
Exercise of common stock purchase warrants for cash		$ 25	424,975		425,000
Exercise of common stock purchase warrants for cash, shares		250,000
Exercise of common stock purchase warrants on a cashless basis		$ 44	(44)
Exercise of common stock purchase warrants on a cashless basis ,shares		437,018
Warrants issued in connection with debt refinancing			705,541		705,541
Shares issued in connection with the payment of interest expense		$ 3	59,377		59,380
Shares issued in connection with the payment of interest expense, shares		26,509
Shares issued in connection with the management incentive plan		$ 32	546,662		546,694
Shares issued in connection with the management incentive plan, shares		322,185
Warrant modification expense recorded in connection with the issuance of replacement warrants			179,640		179,640
Warrant modification expense recorded in connection with the reduction in the exercise price of certain warrants			165,640		165,640
Net loss				(7,089,962)	(7,089,962)
Preferred stock dividend			(100,000)		(100,000)
Ending balance at Dec. 31, 2018		$ 2,523	$ 64,748,871	$ (50,014,636)	$ 14,736,758
Ending balance, Shares at Dec. 31, 2018		25,228,072

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Cash Flows from Operating Activities
Net Loss	$ (7,089,962)	$ (8,264,873)
(Loss) Income from discontinued operations	(5,761,346)	284,256
Loss from continuing operations	(1,328,616)	(8,549,129)
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations:
Depreciation	143,939	159,657
Stock based compensation	989,679	2,489,596
Stock issued in connection with exchange note maturity date extension		673,400
Amortization of debt discount	85,348	1,799,584
Amortization of intangible assets	761,815	761,818
Amortization of discount on contingent consideration		171,530
Change in fair value of contingent consideration	(1,498,922)	(1,497,153)
Non-cash charge for modification of convertible exchange notes		191,630
Non-cash charge for modification of warrant terms	345,280	37,000
Loss on extinguishment of debt	68,213
Non - cash charge for bad debt allowance		132,383
Non - cash inventory charges		285,000
Amortization of deferred debt issuance costs	291,721	1,149,772
Deferred taxes	29,996	145,115
Changes in operating assets and liabilities:
Accounts receivable	135,259	81,871
Inventory	(164,191)	404,167
Prepaid expenses and other current assets	216,692	(212,514)
Accounts payable	362,464	(566,030)
Accrued expenses	(488,866)	970,572
Total Adjustments	1,278,427	7,177,398
Net Cash Used in Operating Activities of Continuing Operations	(50,189)	(1,371,731)
Cash flows from Investing Activities
Pay down of contingent consideration	(3,156,088)	(1,500,000)
Acquisition, net of cash acquired		(89,111)
Purchase of equipment	(10,766)	(46,533)
Net Cash Used in Investing Activities of Continuing Operations	(3,166,854)	(1,635,644)
Cash flows from Financing Activities
Proceeds from exercise of common stock warrants	425,000
Pay down of short-term debt	(212,961)	(773,969)
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
Revolver borrowings, net	(12,000,000)	(3,000,000)
Term loan borrowings, net of deferred debt issue costs	14,906,030
Fees paid in connection with Revolver facility maturity date extension		(450,000)
Fees paid in connection with equity offerings	(54,735)	(74,369)
Net Cash Provided by Financing Activities of Continuing Operations	3,063,334	9,587,460
Net (Decrease) Increase in Cash and Restricted Cash from Continuing Operations	(153,709)	6,580,085
Cash Flows from Discontinued Operations:
Cash used by operating activities of discontinued operations	(3,894,987)	(4,236,920)
Cash used in investing activities of discontinued operations	(13,449)	(6,429)
Net Cash Used by Discontinued Operations	(3,908,436)	(4,243,349)
Net (Decrease) Increase in Cash and Restricted Cash	(4,062,145)	2,336,736
Cash and Restricted Cash - Beginning of Year	5,676,786	3,340,050
Cash and Restricted Cash - End of Year	1,614,641	5,676,786
Cash paid during the periods for:
Interest	3,153,450	3,396,040
Taxes	13,843	4,500
Non-cash investing and financing activities:
Equipment purchases on payment terms		19,650
Accrued fees incurred in connection with equity offerings	77,590	157,685
Issuance of common stock in connection with convertible exchange notes maturity date extension		673,400
Issuance of warrants issued in connection with debt refinancing	706,541
Issuance of common stock in connection with conversion of Series A preferred stock and related dividends		338,749
Issuance of common stock in connection with conversion of Series B preferred stock and related dividends and liquidated damages		6,075,000
Accrued Series C preferred stock dividends	$ 25,000	$ 25,000

Organization and Principal Business Activities

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [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. As of December 31, 2018, the Company is no longer an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company is a security technology company and operates its business in one segment – hardware and software security systems and applications. The Company is engaged in the development of proprietary products and solutions that serve multiple end markets, including the security, healthcare, financial technology and the Internet of Things (“IoT”) markets. The Company evaluates the performance of its business on, among other things, profit and loss from operations. With extensive experience in access control, biometric and behavior-metric identity verification, security and privacy, encryption and data protection, payments, miniaturization, and sensor technologies, the Company develops and markets solutions for payment, IoT and healthcare 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 our 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 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 Note 5. Based on LogicMark’s operating results for the year ended December 31, 2017, the 2017 earnout amount owed by the Company was $3,156,088. As a result, the Company reduced the amount of contingent consideration due to the LogicMark Sellers by $1,843,912 in 2017. The Company paid the 2017 earnout amount of $3,156,088 to the LogicMark Sellers in the second quarter of 2018.

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 “Fit Pay Sellers”). In connection with 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.

On September 21, 2018, the Company announced that its board of directors approved a plan to separate the Company’s financial technology business from its healthcare business into a new independent publicly traded company. The Company will distribute shares of common stock of the newly created company to the Company’s stockholders through the execution of a spin-off. As a result, the Company reclassified its financial technology business to discontinued operations for all periods reported. The Company’s financial technology business is comprised of its Fit Pay subsidiary and the intellectual property developed by the Company, including the Flye Smartcard and the Wocket. See Note 4.

Liquidity and Management Plans

12 Months Ended

Dec. 31, 2018

Liquidity and Management Plans [Abstract]

LIQUIDITY AND MANAGEMENT PLANS

NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS

The Company recorded operating income from continuing operations of $587,489 and a net loss from continuing operations of $1,328,616 during the year ended December 31, 2018. Certain of these factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these financial statements. However, given the Company’s cash position at December 31, 2018, proceeds from equity offerings subsequent to year-end 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. As of December 31, 2018, the Company (excluding discontinued operations) had a working capital deficiency of $1,603,466 and stockholders’ equity of $14,736,758. 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, 2018, the Company received net proceeds of $425,000 from the exercise of common stock warrants. However, the Company can give no assurance that any cash raised subsequent to December 31, 2018 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, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - 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, including those related to the fair value of acquired assets and liabilities, stock based compensation, derivative instruments, income taxes, allowance for doubtful accounts, long-lived assets, 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. 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, 2018 and 2017, the Company had no cash equivalents.

RESTRICTED CASH

At December 31, 2018 and 2017, the Company had restricted cash of $1,189,452 and $40,371, respectively. Restricted cash includes amounts held back by the Company’s third party credit card processor for potential customer refunds, claims and disputes. Pursuant to the terms and conditions of the Credit Agreement with Sagard Holdings Manager LP, the Company is required to transfer 50% of the excess Cash Flow generated by LogicMark into a restricted bank account controlled by Sagard Holdings Manager LP (See Note 9). At December 31, 2018, the Company’s restricted cash balance included $998,950 related to LogicMark’s excess cash flow generated. Cash and restricted cash, as presented on the consolidated statements of cash flows, consists of $425,189 and $1,189,452 as of December 31, 2018, respectively, and $5,636,415 and $40,371 as of December 31, 2017.

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.

REVENUE RECOGNITION

Adoption of Topic 606

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”, and collectively with its related subsequent amendments, “Topic 606”). Topic 606 supersedes previous revenue recognition guidance and requires entities to 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. The Company adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Under this transition method, the Company’s results in the consolidated statements of operations for the year ended December 31, 2018 are presented under Topic 606, while the comparative results for the year ended December 31, 2017 were not retrospectively adjusted. Results for the year ended December 31, 2017 were recognized in accordance with the Company’s revenue recognition policy then in effect under ASC Topic 605, Revenue Recognition (“Topic 605”) discussed below. The adoption of Topic 606 resulted in accounting policy changes surrounding revenue recognition which replaced the related previous policies under Topic 605. The following is a summary of the Company’s revenue recognition and related accounting policies and disclosures resulting from the adoption of Topic 606.

The Company’s revenues consist of product sales to either end customers or to distributors. The Company’s revenues are derived from contracts with customers, which are in most cases customer purchase orders. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any financing components, as payment terms are generally due net 30 days after delivery. The Company’s products are almost always sold at fixed prices. In determining the transaction price, we evaluate whether the price is subject to any refunds, due to product returns or adjustments due to volume discounts, rebates or price concessions to determine the net consideration we expect to be entitled to. The Company’s sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when the Company ships or delivers the product from its fulfillment center to our customers, when our customer accepts and has legal title of the goods, and the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point, or (ii) when the product arrives at its destination. For the year ended December 31, 2018, none of our sales were recognized over time.

Sales to Distributors and Resellers

Sales to certain distributors and resellers are made under terms allowing limited rights of return of the Company’s products held in their inventory or upon sale to their end customers. The Company maintains a reserve for unprocessed and estimated future price adjustments claims and returns as a refund liability. The reserve is recorded as a reduction to revenue in the same period that the related revenue is recorded and is calculated based on an analysis of historical claims and returns over a period of time to appropriately account for current pricing and business trends. Similarly, sales returns and allowances are recorded based on historical return rates, as a reduction to revenue with a corresponding reduction to cost of sales for the estimated cost of inventory that is expected to be returned. These reserves were not material upon the adoption of Topic 606 on January 1, 2018, nor were they material in the consolidated balance sheet at December 31, 2018.

For the year ended December 31, 2017, revenue from sales of the Company’s products was recognized at the time the goods were delivered, title passed and the risks and rewards of ownership passed to the end customer, provided the earnings process was complete and revenue was measurable. Such recognition generally occurred when the products reached the destination point, the sales price was fixed and determinable, and collection was reasonably assured. Delivery was determined by the Company’s shipping terms, which was primarily freight on board shipping point. Revenue was recorded at the net amount to be received after deductions for estimated discounts, allowances and returns. These estimates and reserves were determined and adjusted as needed based upon historical experience, contract terms and other related factors.

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 $605,067 and $541,371, respectively, for the years ended December 31, 2018 and 2017.

Accounts Receivable

For the years ended December 31, 2018 and 2017, the Company’s revenues primarily included 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, 2018 and 2017, the Company had an allowance for doubtful accounts of $132,383 and $126,733, 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. As of December 31, 2018, inventory was comprised of $870,513 in finished goods on hand. As of December 31, 2017 inventory was comprised of $706,322 in finished goods on hand. The Company is required to prepay for certain inventory with certain vendors until credit terms can be established. As of December 31, 2018 and 2017, $317,488 and $326,651, respectively, of prepayments made for 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, and other intangibles are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. When indicators exist, the Company tests for the impairment of the definite-lived assets based on the undiscounted future cash flow the assets are expected to generate over their remaining useful lives, compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management’s estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions or changes to the Company’s business operations.

PROPERTY AND EQUIPMENT

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

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

GOODWILL

The Company’s goodwill relates to the acquisitions of LogicMark and Fit Pay. Fit Pay is included in the Company’s discontinued operations (See Note 4). The Company began testing goodwill for impairment in the third quarter of 2017 as it relates to the acquisition of LogicMark. 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, 2018, 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.

As part of the evaluation of Fit Pay, 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 Fit Pay. In accordance with the applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, it is determined that it is more likely than not that the reporting unit’s fair value is greater than its carrying amount. Based on its assessment of the qualitative factors which included Fit Pay’s financial performance thus far, a quantitative analysis was performed, and as of September 30, 2018, the Company determined that based in part on a goodwill impairment analysis prepared with the assistance of a third party valuation firm, the fair value of Fit Pay exceeded its respective carrying amount. Therefore, the Company has not recognized any goodwill impairment in 2018 as it relates to Fit Pay.

OTHER INTANGIBLE ASSETS

The Company’s intangible assets are related to the acquisition of LogicMark and are included in other intangible assets in the Company’s consolidated balance sheet at December 31, 2018 and 2017.

At December 31, 2018, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $3,191,159; trademarks of $1,104,246; and customer relationships of $2,466,687. 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, 2018 and 2017, the Company had amortization expense of $761,815 and $761,818, respectively, related to the LogicMark intangible assets.

Amortization expense estimated for each of the next five fiscal years, 2019 through 2023, will be approximately $762,000 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 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 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 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, 2017.

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 5,090,352 and 5,777,650 warrants as of December 31, 2018 and 2017, respectively, 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.

RECLASSIFICATIONS

Certain accounts in the prior period consolidated financial statements have been reclassified for comparison purposes to conform to the presentation of the current period consolidated financial statements. These reclassifications had no effect on the previously reported net loss.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2018, the FASB issued ASU 2018-13, which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. Adoption of this guidance is required for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating this guidance and the impact of this update on its consolidated financial statements.

In July 2017, the FASB issued ASU 2017-11, I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception". Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is in the process of evaluating the impact of adoption of this update on its consolidated financial statements.

In May 2017, 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 ASU 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 ASU 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 was adopted and did not 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 ASU 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 ASU 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 ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. This ASU was adopted and did not 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”). This ASU addresses the diversity in practice that exists in the classification and presentation of changes in restricted cash and requires 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. This ASU was adopted and did not have a material impact on the Company’s consolidated financial statements.

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 ASU 2016-09 did not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2019. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company is in the process of evaluating the impact of adoption of this update on its consolidated financial statements.

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

Discontinued Operations

12 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

Note 4 - DISCONTINUED OPERATIONS

The following table presents the assets and liabilities related to the financial technology product line classified as assets and liabilities associated with discontinued operations (See Note 1) in the consolidated balance sheets as of December 31, 2018 and 2017:

	December 31,		December 31,
	2018		2017

Accounts receivable, net	$	125,318	$	1,424,503
Inventory, net		-		2,353,195
Prepaid expenses and other assets		96,909		651,246
Total current assets associated with discontinued operations	$	222,227	$	4,428,944
Property and equipment, net		38,793		30,386
Goodwill		9,119,709		9,119,709
Other intangible assets		3,112,224		3,802,649
Total non-current assets associated with discontinued operations	$	12,270,726	$	12,952,744

Accounts payable	$	175,982	$	563,328
Accrued expenses		185,978		16,910
Customer deposits		3,333		2,828,605
Total liabilities associated with discontinued operations	$	365,293	$	3,408,843

The following table represents the financial results of the discontinued operations for the years ended December 31, 2018 and 2017:

	For the Years Ended
	December 31,
	2018			2017

Net sales	$	1,696,414		$	7,273,909
Cost of sales		2,484,157			6,621,255
Gross profit (loss)		(787,743	)		652,654
Operating expenses		4,969,140			2,139,888
Interest expense		3,663			2,249
Income tax expense (benefit)		800			(1,773,739	)
(Loss) income from discontinued operations	$	(5,761,346	)	$	284,256

(1)

The contingent liability associated with the earn-out payment due to the Fit Pay Sellers is not included in discontinued operations.

(2)

During the years ended December 31, 2018 and December 31, 2017, we recognized revenue of $737,993 and $7,065,755, respectively from WorldVentures Holdings, LLC (“WVH”), a related party. Dr. D’Almada-Remedios, a director of the Company, was the former Chief Executive Officer of Flye Inc., a payment technology company owned by WVH. In addition, our accounts receivable, net balance at December 31, 2018 and December 31, 2017 included $0 and $1,364,405, respectively, due from WVH. The business with WVH is included as part of our discontinued operations for the years ended December 31, 2018 and 2017.

Acquisitions

12 Months Ended

Dec. 31, 2018

Business Combinations [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 they relate 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. The Company paid the 2017 earnout amount of $3,156,088 to the LogicMark Sellers in the second quarter of 2018.

On July 25, 2016, in order to fund part 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”). The Loan Agreement contained customary covenants, including an EBITDA requirement and a fixed charge ratio, as defined in the agreement. As of December 31, 2017, the Company was in compliance with such covenants. The interest rate on the Revolving Loan is 15% per annum and the Revolving Loan was scheduled to mature in July 2018. 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, 2018 and 2017, the unamortized balance of deferred debt issue costs was $0 and $200,744, respectively.

In April 2018, the Company borrowed $1,500,000 against the Revolving Loan and on May 24, 2018, the Company repaid the entire outstanding revolver balance of $13,500,000 due to the Lenders with funds received as a result of the refinancing with Sagard Holdings Manager LP. See Note 9. In addition, the Company also paid $1,179,375 in accrued interest due to the Lenders. In connection with the pay down and termination of the revolving loan facility, the Company recorded a loss from the extinguishment of debt totaling $68,213 which was comprised of $60,713 of unamortized deferred debt issue costs related to the extension of the revolving loan facility for one additional year and the Company also paid $7,500 in legal fees incurred by the Lenders of the Revolving Loan for the refinancing and termination of the revolving credit facility.

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; (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. At December 31, 2018, the remaining balance owed on the Fit Pay Seller note was $678,881. 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 $851,842 in a 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%. For the year ended December 31, 2018, the Company reduced the amount of contingent consideration due to the Fit Pay Sellers by $1,498,922. For the year ended December 31, 2017, the Company increased the amount of contingent due to the Fit Pay Sellers by $346,759.

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		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 in 2017 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.

Accrued Expenses

12 Months Ended

Dec. 31, 2018

Payables and Accruals [Abstract]

ACCRUED EXPENSES

NOTE 6 - ACCRUED EXPENSES

Accrued expenses consist of the following:

	December 31,
	2018		2017
Salaries and payroll taxes	$	89,065	$	88,964
Consulting fees		236,000		70,000
Merchant bank fees		28,108		28,075
State income taxes		1,533		11,049
Professional fees		84,704		31,781
Management incentives		868,082		891,667
Interest expense		16,342		639,030
Amount due to LogicMark Sellers		-		421,606
Dividends – Series C Preferred Stock		25,000		25,000
Agent and loan amendment fees		235,000		-
Other		117,727		240,985
Totals	$	1,701,561	$	2,448,157

Convertible Notes Payable

12 Months Ended

Dec. 31, 2018

Debt Disclosure [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 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 (i) to 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. 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 of the debt discount for the year ended December 31, 2017. As of December 31, 2017, there was no remaining outstanding principal balance on the November 2016 Exchange Notes.

Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8 - FAIR VALUE MEASUREMENTS

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.

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, 2018 and 2017.

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.

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, 2018 and 2017, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

Other Fair Value Measurements

During the years ended December 31, 2018 and 2017, the Company recorded $0 and $171,530, 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.

- Definition

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

+ References + Details

Debt Refinancing

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

DEBT REFINANCING

NOTE 9 - DEBT REFINANCING

On May 24, 2018, LogicMark, a wholly owned subsidiary of Nxt-ID, entered into a Senior Secured Credit Agreement (the “Credit Agreement”) with the lenders thereto and Sagard Holdings Manager LP, as administrative agent and collateral agent for the lenders party to the Credit Agreement (collectively, the “Lender”), whereby the Lender extended a term loan (the “Term Loan”) to LogicMark in the principal amount of $16,000,000. The maturity date of the Term Loan is May 24, 2023. The outstanding principal amount of the Term Loan bears interest at a rate of LIBOR, adjusted monthly, plus 9.5% per annum (approximately 11.85% as of December 31, 2018). The Company incurred $1,253,970 in deferred debt issue costs related to the Term Loan. During the twelve months ended December 31, 2018, the Company amortized $151,690 of the deferred debt issue costs which is included in interest expense in the consolidated statement of operations. At December 31, 2018 the unamortized balance of deferred debt issue costs was $1,102,280. Pursuant to the terms and conditions of the Credit Agreement, LogicMark is required to deposit 50% of its excess cash flow generated into a restricted bank account for a maximum period of one (1) year. Excess cash flow is defined as LogicMark’s adjusted earnings before interest, taxes, depreciation and amortization less any debt service, debt prepayments and capital expenditures. At the end of the one (1) year period, the restricted cash may be used either to pay down the Term Loan or LogicMark will have the ability to transfer the restricted cash balance to an operating bank account and use the cash for operational purposes. This determination will be made solely at the discretion of the Lender. On December 10, 2018, LogicMark entered into a Consent to the Credit Agreement with Sagard Holdings Manager LP whereby LogicMark temporarily withdrew $500,000 from the restricted cash balance. In accordance with the Consent, the repayment of the temporary withdrawal was to be made no later than January 31, 2019. As a result of the Consent, the Company incurred a usage fee of $75,000 from the Lender. The usage fee is included in accrued liabilities on the Company’s consolidated balance sheet at December 31, 2018. The Company’s restricted cash balance at December 31, 2018 included $998,950 related to LogicMark’s excess cash flow generated.

The Credit Agreement contains customary covenants, including a covenant that (a) LogicMark shall not permit the Fixed Charge Coverage Ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter, beginning with June 30, 2018, to be less than the correlative ratio indicated, which correlative ratio is initially 3.00 : 1.00 for the fiscal quarter beginning June 30, 2018 and increasing by annual increments of 0.25 for each fiscal quarter until March 31, 2021, and thereafter, the correlative ratio is 4.00 : 1.00, and (b) LogicMark shall not permit the Leverage Ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter, beginning with June 30, 2018, to exceed the correlative ratio indicated which correlative ratio is initially 2.60 : 1.00 for the fiscal quarter beginning June 30, 2018 and decreasing by various annual increments for each fiscal quarter until March 31, 2021 and thereafter, the correlative ratio is 2.00 : 1.00. As of December 31, 2018, the Company was in compliance with such covenants.

The performance of LogicMark under the Credit Agreement is secured by: (a) a senior lien granted pursuant to a Security Agreement on all of the assets of LogicMark, the Company, 3D-ID, LLC (one of the Company’s wholly-owned subsidiaries) and Fit Pay (one of the Company’s wholly-owned subsidiaries); (b) a senior lien granted pursuant to an Intellectual Property Security Agreement on all of the intellectual property assets of the foregoing companies; and (c) a pledge of certain pledged securities of the foregoing companies pursuant to a Securities Pledge Agreement. The performance of LogicMark is guaranteed pursuant to a Guaranty Agreement by the Company, 3D-ID, LLC and Fit Pay.

Warrants and Registration Rights

In addition to entering into the Credit Agreement, the Company issued two (2) common stock purchase warrants (each, a “Sagard Warrant”) to Sagard Credit Partners, LP. Each Sagard Warrant is exercisable for 244,081 shares of the Company’s common stock (collectively, the “Sagard Warrant Shares”). Each Sagard Warrant will be exercisable beginning on May 24, 2018, for a period of five (5) years. The exercise price per share is $3.90 for the first Sagard Warrant and $4.88 for the second Sagard Warrant. The exercise price and the amount of shares of the Company’s common stock issuable upon exercise of each Sagard Warrant are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes or dilutive issuances.

On May 24, 2018 the Company recorded a debt discount of $705,541. The debt discount is attributable to the aggregate fair value on the issuance date of both Sagard Warrants. The debt discount is being amortized using the effective interest method over the five-year term of the Term Loan. During the year ended December 31, 2018, the Company recorded $85,348 of debt discount amortization related to the Sagard Warrants. The debt discount amortization is included as part of interest expense in the consolidated statement of operations.

Each Sagard Warrant contains a covenant of the Company that within ninety (90) days of May 24, 2018, at the Company’s sole cost and expense, it will file or cause to be filed a registration statement covering the resale of the Sagard Warrant Shares, and will promptly provide confirmation of such registration to the holder. The registration statement covering the resale of the Sagard Warrant Shares was filed and became effective in July 2018.

Stockholders' Equity

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 10 - STOCKHOLDERS’ EQUITY

April 2016 Offering

For the year ended December 31, 2017, the Company recorded Series A Preferred Stock dividends relating to previously issued Series A Convertible Preferred Stock 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

For the year ended December 31, 2017, the Company recorded Series B Preferred Stock dividends relating to previously issued Series B Convertible Preferred Stock 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 years ended December 31, 2018 and 2017, the Company recorded Series C Preferred Stock dividends of $100,000 and $60,556, respectively.

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 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

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, 2018 and 2017. Therefore, the Company classified the Series C Preferred Stock as temporary equity in the consolidated balance sheets at December 31, 2018 and 2017.

Warrants

The following table summarizes the Company’s warrants outstanding and exercisable at December 31, 2018 and 2017:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding at January 1, 2017		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
Issued		638,162			3.83		4.45		-
Exercised (2)		(1,325,000	)		1.94		-		-
Cancelled		(460	)		10.00		-		-
Outstanding and Exercisable at December 31, 2018		5,090,352		$	5.42		3.32	$	-

(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.
(2)	During the year ended December 31, 2018, 1,075,000 warrants were exercised on a cashless basis and were converted into 437,018 shares of common stock. In addition, the Company received proceeds of $425,000 in connection with the exercise of warrants into 250,000 shares of common stock at an average exercise price of $1.70 per share.

On September 14, 2018, the Company entered into a Warrant Amendment and Exercise Agreement with certain holders (collectively, the “Investors”) of previously issued Common Stock Purchase Warrants (the “Old Warrants”). In connection with those certain Common Stock Purchase Warrants between the Company and the Investors dated July 13, 2017, July 19, 2017 and November 13, 2017 (the “Warrant Agreements”), the Company agreed to issue to the Investors warrants to purchase up to 3,273,601 shares of common stock at an exercise price of $2.00 per share, (the “New Warrants”), under certain circumstances. Under the terms of the Amendment Agreement, in consideration of the Investors’ exercising up to 3,273,601 of the Old Warrants, the exercise price per share of the Old Warrants was reduced to $1.50 per share. The Investors may continue to exercise the Old Warrants after December 31, 2018, but will not receive any New Warrants for any warrants exercised after that date. The exercise price per share of the New Warrants represented a 30% premium to the closing price for the Company’s common stock on September 14, 2018.

The New Warrants, if issued, are exercisable for up to the original expiration dates of the Old Warrants, or July 19, 2022, January 23, 2023, or May 13, 2023, as applicable. The exercise price and number of shares issuable upon exercise of the New Warrants are subject to traditional adjustments for stock splits, combinations, recapitalization events and certain dilutive issuances. The New Warrants are required to be exercised for cash; however, if during the term of the New Warrants there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale of the shares issuable upon exercise of the New Warrants, then the New Warrants may be exercised on a cashless (net exercise) basis.

As a result of this Warrant Amendment and Exercise Agreement, the Company recorded a warrant modification expense of $165,640 for the year ended December 31, 2018 related to the reduction in the exercise price of the Old Warrants from $2.00 to $1.50. In addition, the Company also recorded a warrant modification expense of $179,640 for the year ended December 31, 2018 resulting from the issuance of 150,000 replacement warrants with an exercise price of $2.00 for warrants that were exercised during 2018.

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 975,886 shares at December 31, 2018.

2017 Stock Incentive Plan

On August 24, 2017, a majority of the Company’s stockholders approved at the 2017 Annual Stockholders’ 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% 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, 2018, the Company issued 317,700 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 $375,111. Also during the year ended December 31, 2018, the Company issued 322,185 shares of common stock with an aggregate fair value of $546,694 to executive and certain non-executive employees related to the Company’s 2017 management incentive plan.

During the year ended December 31, 2017, the Company issued 159,933 shares of common stock under the plan 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, which was previously accrued. In 2017, 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 years ended December 31, 2018 and 2017, the Company accrued $909,364 and $925,000, respectively of discretionary management and employee bonus expense.

During the year ended December 31, 2018, the Company issued 317,576 fully-vested shares of common stock with a fair value of $534,163 to non-employees for services rendered. In addition, the Company issued 26,509 shares of common stock with a fair value of $59,380 as payment of interest 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, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 11 - 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. 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 valuation allowance position. As a result, the additional tax expense for the year ended December 31, 2017 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. Pursuant to SEC SAB No. 118, the Company was allowed a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax accounting effects. As of December 31, 2018, the Company has completed its accounting for the effects of the Tax Act and no measurement period adjustments were recorded.

As of December 31, 2018, the Company had US federal and state net operating loss (“NOLs”) carryovers of $39,386,864 and $32,519,993, respectively. Federal and state NOL’s generated through December 31, 2017 are available to offset future taxable income, which expire beginning in 2033. Federal NOL’s generated for years starting after December 31, 2017 are available to offset future taxable income indefinitely. In addition, the Company had tax credit carryforwards of $333,673 at December 31, 2018 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, 2018 with respect to the Nxt-ID NOLs and therefore no limitation under Section 382 has been computed related to the Nxt-ID NOLs, including NOL’s generated by Fit Pay following its acquisition in 2017. 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, 2017 and intends to timely file the income tax returns for the period ending December 31, 2018. 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, 2018, the Company’s tax years post 2013 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2018 the Company is no longer subject to U.S. federal or state examinations by tax authorities for years before December 31, 2014. 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,
	2018			2017
Current income tax provision from continuing operations
Federal	$	-		$	-
State		4,327			15,289
		4,327			15,289
Deferred income tax (benefit) from continuing operations
Federal		(1,418,827	)		1,550,056
State		(439,301	)		(188,060	)
Change in valuation allowance from continuing operations		1,888,124			(1,216,881	)
		29,996			145,115

Income tax provision from continuing operations		34,323			160,404

Income tax provision (benefit) from discontinued operations		800			(1,773,739	)
Total income tax provision (benefit)	$	35,123		$	(1,613,335	)

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

	December 31,
	2018			2017
U.S. federal statutory rate		21.00	%		34.00	%
State income tax rate, net of federal benefit		12.89			1.36
Other permanent differences		(5.63	)		(2.68	)
Effect of rate change under Tax Act		-			(51.20	)
Less: valuation allowance		(30.91	)		16.61
Provision for income taxes		(2.65	)%		(1.91	)%

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, 2018 and 2017, resulting in net deferred tax liabilities in each period after applying valuation allowance. For the year ended December 31, 2018, the increase in valuation allowance of $1,888,124 related to the change in valuation allowance included in the income tax provision. 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.

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

	December 31,
	2018			2017
Deferred tax assets:
Net operating loss carryforward	$	9,819,344		$	8,829,607
Tax credits		333,673			315,492
Accruals and reserves		1,616,359			856,675
Restricted stock		-			-
Tangible and intangible assets		315,493			225,711
Charitable donations		3,036			2,903
Total deferred tax assets before valuation allowance:		12,087,905			10,230,388
Valuation allowance		(10,967,136	)		(9,079,012	)
Deferred tax assets, net of valuation allowance		1,120,769			1,151,376

Deferred tax liabilities:
Tangible and intangible assets	$	(1,486,166	)	$	(1,486,777	)
Total deferred tax liabilities	$	(1,486,166	)	$	(1,486,777	)

Net deferred tax liability	$	(365,397	)	$	(335,401	)

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12 - COMMITMENTS AND CONTINGENCIES

LEGAL MATTERS

From time to time the Company may be involved in various claims and legal actions arising in the ordinary course of 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 governmental 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 $961 to $7,157, expiring on various dates through May 2021. The Company incurred rent expense of $157,122 and $181,282 for the years ended December 31, 2018 and 2017, respectively. Minimum lease payments for non-cancelable operating leases are as follows:

Future Lease Obligations

2019	$	97,597
2020		70,309
2021		5,156
Total future lease obligations	$	173,062

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

2019	$	1,265,151
2020		212,961
2021		159,719
2022		-
2023		15,001,050
Total debt	$	16,638,881

Effective October 1, 2018, 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, 2018. Effective January 1, 2018, Mr. Pereira’s base salary increased to $420,000 from $381,150. 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 J. Orlando, our Chief Operating Officer. The term of the employment agreement is one (1) year and commenced on May 23, 2017, which term shall be automatically extended for successive one (1) - year periods unless terminated by either party upon ninety (90) days’ written notice. 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, Mr. 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, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13 - SUBSEQUENT EVENTS

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

On January 2, 2019, the Company issued 63,889 shares of its common stock for the payment of services with a grant date fair value of $44,000.

On January 8, 2019, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”) pursuant to which the Company may sell, at its option, shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $15 million to or through A.G.P., as sales agent. The Company will pay A.G.P. commissions for its services in acting as the Company’s sales agent in the sale of its common stock pursuant to the sales agreement. A.G.P. will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of the Company’s common stock on the Company’s behalf pursuant to the sales agreement. The Company also has agreed to reimburse A.G.P. for its reasonable out-of-pocket expenses, including the fees and disbursements of counsel to A.G.P., incurred in connection with the offering, in an amount not to exceed $35,000. During the period January 15, 2019 through February 21, 2019, the Company received $1,322,484 in gross proceeds from the sale of 1,084,227 shares of its common stock under the sales agreement with A.G.P.

On January 22, 2019, the Company issued 25,000 shares of its common stock for the payment of services with a grant date fair value of $31,250.

On February 8, 2019, the Company issued 40,000 shares of its common stock to certain employees under the 2018 management incentive plan.

On February 28, 2019, LogicMark entered into a Second Amendment to Consent to the Credit Agreement with Sagard Holdings Manager LP whereby LogicMark temporarily withdrew $500,000 from the restricted cash balance. In accordance with the Second Amendment to Consent, the repayment date of the temporary withdrawal was extended from January 31, 2019 to no later than April 7, 2019. As a result of the Second Amendment to Consent, the Company incurred an additional usage fee of $131,250 from the Lender.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION

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

CASH

CASH

RESTRICTED CASH

RESTRICTED CASH

CONCENTRATIONS OF CREDIT RISK

CONCENTRATIONS OF CREDIT RISK

REVENUE RECOGNITION

REVENUE RECOGNITION

Adoption of Topic 606

Sales to Distributors and Resellers

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

The Company’s intangible assets are related to the acquisition of LogicMark and are included in other intangible assets in the Company’s consolidated balance sheet at December 31, 2018 and 2017.

Amortization expense estimated for each of the next five fiscal years, 2019 through 2023, will be approximately $762,000 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

RECLASSIFICATIONS

RECLASSIFICATIONS

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

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

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Schedule of discontinued operations

	December 31,		December 31,
	2018		2017

Accounts receivable, net	$	125,318	$	1,424,503
Inventory, net		-		2,353,195
Prepaid expenses and other assets		96,909		651,246
Total current assets associated with discontinued operations	$	222,227	$	4,428,944
Property and equipment, net		38,793		30,386
Goodwill		9,119,709		9,119,709
Other intangible assets		3,112,224		3,802,649
Total non-current assets associated with discontinued operations	$	12,270,726	$	12,952,744

Accounts payable	$	175,982	$	563,328
Accrued expenses		185,978		16,910
Customer deposits		3,333		2,828,605
Total liabilities associated with discontinued operations	$	365,293	$	3,408,843

	For the Years Ended
	December 31,
	2018			2017

Net sales	$	1,696,414		$	7,273,909
Cost of sales		2,484,157			6,621,255
Gross profit (loss)		(787,743	)		652,654
Operating expenses		4,969,140			2,139,888
Interest expense		3,663			2,249
Income tax expense (benefit)		800			(1,773,739	)
(Loss) income from discontinued operations	$	(5,761,346	)	$	284,256

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

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+ Details

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2018

Acquisition of 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		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, 2018

Payables and Accruals [Abstract]

Schedule of accrued expenses

	December 31,
	2018		2017
Salaries and payroll taxes	$	89,065	$	88,964
Consulting fees		236,000		70,000
Merchant bank fees		28,108		28,075
State income taxes		1,533		11,049
Professional fees		84,704		31,781
Management incentives		868,082		891,667
Interest expense		16,342		639,030
Amount due to LogicMark Sellers		-		421,606
Dividends – Series C Preferred Stock		25,000		25,000
Agent and loan amendment fees		235,000		-
Other		117,727		240,985
Totals	$	1,701,561	$	2,448,157

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2018

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, 2017		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
Issued		638,162			3.83		4.45		-
Exercised (2)		(1,325,000	)		1.94		-		-
Cancelled		(460	)		10.00		-		-
Outstanding and Exercisable at December 31, 2018		5,090,352		$	5.42		3.32	$	-

(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.
(2)	During the year ended December 31, 2018, 1,075,000 warrants were exercised on a cashless basis and were converted into 437,018 shares of common stock. In addition, the Company received proceeds of $425,000 in connection with the exercise of warrants into 250,000 shares of common stock at an average exercise price of $1.70 per share.

- 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, 2018

Income Tax Disclosure [Abstract]

Schedule of income tax (benefit) provision

	December 31,
	2018			2017
Current income tax provision from continuing operations
Federal	$	-		$	-
State		4,327			15,289
		4,327			15,289
Deferred income tax (benefit) from continuing operations
Federal		(1,418,827	)		1,550,056
State		(439,301	)		(188,060	)
Change in valuation allowance from continuing operations		1,888,124			(1,216,881	)
		29,996			145,115

Income tax provision from continuing operations		34,323			160,404

Income tax provision (benefit) from discontinued operations		800			(1,773,739	)
Total income tax provision (benefit)	$	35,123		$	(1,613,335	)

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

	December 31,
	2018			2017
U.S. federal statutory rate		21.00	%		34.00	%
State income tax rate, net of federal benefit		12.89			1.36
Other permanent differences		(5.63	)		(2.68	)
Effect of rate change under Tax Act		-			(51.20	)
Less: valuation allowance		(30.91	)		16.61
Provision for income taxes		(2.65	)%		(1.91	)%

Schedule of deferred tax assets and liabilities

	December 31,
	2018			2017
Deferred tax assets:
Net operating loss carryforward	$	9,819,344		$	8,829,607
Tax credits		333,673			315,492
Accruals and reserves		1,616,359			856,675
Restricted stock		-			-
Tangible and intangible assets		315,493			225,711
Charitable donations		3,036			2,903
Total deferred tax assets before valuation allowance:		12,087,905			10,230,388
Valuation allowance		(10,967,136	)		(9,079,012	)
Deferred tax assets, net of valuation allowance		1,120,769			1,151,376

Deferred tax liabilities:
Tangible and intangible assets	$	(1,486,166	)	$	(1,486,777	)
Total deferred tax liabilities	$	(1,486,166	)	$	(1,486,777	)

Net deferred tax liability	$	(365,397	)	$	(335,401	)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of future lease obligation

Future Lease Obligations

2019	$	97,597
2020		70,309
2021		5,156
Total future lease obligations	$	173,062

Schedule of maturity of the Company's debt

2019	$	1,265,151
2020		212,961
2021		159,719
2022		-
2023		15,001,050
Total debt	$	16,638,881

Organization and Principal Business Activities (Details) - USD ($)		3 Months Ended	12 Months Ended
	Jul. 25, 2016	Jun. 30, 2018	Dec. 31, 2017
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Earnout amount owed		$ 3,156,088	$ 3,156,088
Reduced amount of contingent consideration due			$ 1,843,912
Interest Purchase Agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Payments to LogicMark sellers, description	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 our 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 earn-out payment related to 2016 and the remaining balance owed on the LogicMark Note including accrued interest were both paid in July 2017.

Liquidity and Management Plans (Details) - USD ($)	12 Months Ended
Liquidity and Management Plans (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Liquidity and Management Plans (Textual)
Operating income from continuing operations	$ 587,489	$ (2,151,713)
Net loss from continuing operations	(1,328,616)	(8,549,129)
Working capital deficiency	1,603,466
Stockholders' equity	14,736,758	$ 19,130,167	$ 2,818,731
Net proceeds exercise of common stock warrants	$ 425,000

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2018
Equipment [Member]
Estimated useful life	5 years
Furniture and fixtures [Member] \| Minimum [Member]
Estimated useful life	3 years
Furniture and fixtures [Member] \| Maximum [Member]
Estimated useful life	5 years
Tooling and molds [Member] \| Minimum [Member]
Estimated useful life	2 years
Tooling and molds [Member] \| Maximum [Member]
Estimated useful life	3 years

Summary of Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Summary of Significant Accounting Policies (Textual)
Revenues	$ 17,116,511	$ 16,043,060
Allowance for doubtful accounts	132,383	126,733
Inventory finished goods	870,513	706,322
Prepaid inventory	317,488	326,651
Amortization expense of intangible assets	761,815	761,818
Amortization expense estimated for 2019	762,000
Amortization expense estimated for 2020	762,000
Amortization expense estimated for 2021	762,000
Amortization expense estimated for 2022	762,000
Amortization expense estimated for 2023	762,000
Restricted cash	1,189,452	40,371
Freight charges	605,067	541,371
Allowance for doubtful accounts		(132,383)
Percentage of cash transfer	50.00%
Cash	$ 425,189	$ 5,636,415
LogicMark's [Member]
Summary of Significant Accounting Policies (Textual)
Restricted cash	$ 998,950
Warrant [Member]
Summary of Significant Accounting Policies (Textual)
Potentially dilutive securities	5,090,352	5,777,650	1,829,049
Logic Mark's [Member]
Summary of Significant Accounting Policies (Textual)
Allowance for doubtful accounts	$ 998,950
Logic Mark 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	$ 2,466,687	$ 2,792,900
Logic Mark Investment Partners [Member] \| Trademarks [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	20 years
Fair value of trademarks	$ 1,104,246	1,167,122
Logic Mark Investment Partners [Member] \| Patents [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	11 years
Fair value of patents	$ 3,191,159	$ 3,563,885

Discontinued Operations (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Accounts receivable, net	$ 125,318	$ 1,424,503
Inventory, net		2,353,195
Prepaid expenses and other assets	96,909	651,246
Total current assets associated with discontinued operations	222,227	4,428,944
Property and equipment, net	38,793	30,386
Goodwill	9,119,709	9,119,709
Other intangible assets	3,112,224	3,802,649
Total non-current assets associated with discontinued operations	12,270,726	12,952,744
Accounts payable	175,982	563,328
Accrued expenses	185,978	16,910
Customer deposits	3,333	2,828,605
Total liabilities associated with discontinued operations	$ 365,293	$ 3,408,843

Discontinued Operations (Details 1) - USD ($)	12 Months Ended
Discontinued Operations (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Net sales	$ 1,696,414	$ 7,273,909
Cost of sales	2,484,157	6,621,255
Gross profit (loss)	(787,743)	652,654
Operating expenses	4,969,140	2,139,888
Interest expense	3,663	2,249
Income tax expense (benefit)	800	(1,773,739)
(Loss) income from discontinued operations	$ (5,761,346)	$ 284,256

- Definition

Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

Discontinued Operations (Details Textual) - USD ($)	12 Months Ended
Discontinued Operations (Details Textual) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Discontinued Operations (Textual)
Revenue	$ 1,696,414	$ 7,273,909
Accounts receivable, net	125,318	1,424,503
WVH [Member]
Discontinued Operations (Textual)
Revenue	737,993	7,065,755
Accounts receivable, net	$ 0	$ 1,364,405

Acquisitions (Details) - Acquisition of Fit Pay [Member]	May 23, 2017 USD ($)
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 Textual) - USD ($)			1 Months Ended		3 Months Ended	12 Months Ended
Acquisitions (Details Textual) - USD ($)	May 24, 2018	Jul. 25, 2016	May 24, 2018	May 23, 2017	Jun. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Apr. 30, 2018	Jul. 19, 2017
Acquisitions (Textual)
Debt issuance costs									$ 432,917
Non-cash consideration
Earnout amount owed					$ 3,156,088		$ 3,156,088
Reduced amount of contingent consideration due							1,843,912
Remaining balance owed on the Fit Pay Seller						678,881
Revolving Credit Facility [Member]
Acquisitions (Textual)
Borrowed on loan								$ 1,500,000
Due to lender	$ 13,500,000
Accrued interest due to lenders	1,179,375
Unamortized deferred debt issue costs	60,713		$ 60,713
Extinguishment of debt	68,213
Legal fees	$ 7,500
Term Loan [Member]
Acquisitions (Textual)
Unamortized balance of deferred debt issue costs						1,102,280
Maturity date of the revolving loan			May 24, 2023
LogicMark [Member]
Acquisitions (Textual)
Debt instrument principal amount		$ 15,000,000
Revolving loan interest rate		15.00%
Debt issuance costs							1,357,356
Unamortized balance of deferred debt issue costs						0	200,744
Paid down of revolving loan							3,000,000
Additional deferred debt issue costs							450,000
Maturity date of the revolving loan		Jul. 31, 2018
Acquisition of Fit Pay [Member]
Acquisitions (Textual)
Purchase price to acquire Fit Pay						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 $851,842 in a 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%
Reduced amount of contingent consideration due						$ 1,498,922	$ 346,759
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; (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, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Salaries and payroll taxes	$ 89,065	$ 88,964
Consulting fees	236,000	70,000
Merchant bank fees	28,108	28,075
State income taxes	1,533	11,049
Professional fees	84,704	31,781
Management incentives	868,082	891,667
Interest expense	16,342	639,030
Amount due to LogicMark Sellers		421,606
Dividends - Series C Preferred Stock	25,000	25,000
Agent and loan amendment fees	235,000
Other	117,727	240,985
Totals	$ 1,701,561	$ 2,448,157

Convertible Notes Payable (Details) - USD ($)	1 Months Ended				12 Months Ended
Convertible Notes Payable (Details) - USD ($)	Dec. 19, 2017	Jul. 19, 2017	Jul. 13, 2017	Nov. 29, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Convertible Notes Payable (Textual)
Non-cash charge for modification of convertible exchange notes and warrants						$ 228,630
Deferred debt issue costs		$ 432,917
Non-cash charge for modification of warrant terms					$ 345,280	$ 37,000
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.
Proceeds received from issuance of convertible exchange notes, net		$ 594,408
Warrants exercisable shares of common stock		297,202
Convertible notes payable - accrued interest, Shares						328,897
Amortization of debt discount					$ 85,348	$ 1,799,584
Logic Mark Investment Partners [Member]
Convertible Notes Payable (Textual)
Convertible debt principal amount		$ 594,403
November Securities Exchange Agreement [Member]
Convertible Notes Payable (Textual)
Common stock conversion price				$ 3
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. The Holders purchased the $1,500,000 of Original Notes from LogicMark Investment prior to this transaction.
Convertible notes payable, maturity date				Nov. 29, 2017
Amortization of debt discount						1,366,667
Convertible debt principal amount				$ 1,500,000
Accrued interest rate of per annum				15.00%
November Notes [Member]
Convertible Notes Payable (Textual)
Common stock conversion price			$ 2
Non-cash charge for modification of convertible exchange notes and warrants						191,630
Unamortized note discount						491,667
Deferred debt issue costs						35,949
Non-cash charge for modification of warrant terms						37,000
Accrued interest balance						$ 868,970
November Warrants [Member]
Convertible Notes Payable (Textual)
Common stock conversion price			3
Warrant exercise price					$ 5.42	$ 5.08	$ 12
Maximum [Member] \| November Notes [Member]
Convertible Notes Payable (Textual)
Common stock conversion price						3
Maximum [Member] \| November Warrants [Member]
Convertible Notes Payable (Textual)
Warrant exercise price						3
Minimum [Member] \| November Notes [Member]
Convertible Notes Payable (Textual)
Warrant exercise price						2
Minimum [Member] \| November Warrants [Member]
Convertible Notes Payable (Textual)
Common stock conversion price						$ 2
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	(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.
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

Fair Value Measurements (Details) - USD ($)	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Fair Value Measurements (Textual)
Amortization of discount on contingent consideration		$ 171,530

Debt Refinancing (Details) - USD ($)		1 Months Ended	12 Months Ended
Debt Refinancing (Details) - USD ($)	Jul. 25, 2016	May 24, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 10, 2018	Dec. 31, 2016
Debt Refinancing (Textual)
Fixed charge coverage ratio, description			(a) LogicMark shall not permit the Fixed Charge Coverage Ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter, beginning with June 30, 2018, to be less than the correlative ratio indicated, which correlative ratio is initially 3.00 : 1:00 for the fiscal quarter beginning June 30, 2018 and increasing by annual increments of 0.25 for each fiscal quarter until March 31, 2021, and thereafter, the correlative ratio is 4.00 : 1.00, and (b) LogicMark shall not permit the Leverage Ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter, beginning with June 30, 2018, to exceed the correlative ratio indicated which correlative ratio is initially 2.60 : 1:00 for the fiscal quarter beginning June 30, 2018 and decreasing by various annual increments for each fiscal quarter until March 31, 2021 and thereafter, the correlative ratio is 2.00 : 1.00.
Warrant exercisable			244,081
Warrant exercisable term		5 years
Debt discount amortization			$ 291,721	$ 1,149,772
Credit agreement, description			The terms and conditions of the Credit Agreement, LogicMark is required to deposit 50% of its excess cash flow generated into a restricted bank account for a maximum period of one (1) year. Excess cash flow is defined as LogicMark's adjusted earnings before interest, taxes, depreciation and amortization less any debt service, debt prepayments and capital expenditures. At the end of the one (1) year period, the restricted cash may be used either to pay down the Term Loan or LogicMark will have the ability to transfer the restricted cash balance to an operating bank account and use the cash for operational purposes.
Usage fee			$ 75,000
Sagard Holdings Manager LP [Member]
Debt Refinancing (Textual)
Restricted cash					$ 500,000
Warrants and Registration Rights [Member]
Debt Refinancing (Textual)
Debt discount		$ 705,541
Debt discount amortization			$ 85,348
Warrant One [Member]
Debt Refinancing (Textual)
Warrant exercise price			$ 10.00
Warrant [Member]
Debt Refinancing (Textual)
Warrant exercise price			$ 5.42	$ 5.08		$ 12
First Warrant [Member]
Debt Refinancing (Textual)
Warrant exercise price		$ 3.90
Second Warrant [Member]
Debt Refinancing (Textual)
Warrant exercise price		$ 4.88
Term Loan [Member]
Debt Refinancing (Textual)
Principal amount		$ 16,000,000
Percentage of term loan bears interest rate		9.50%	11.85%
Deferred debt issue costs		$ 1,253,970
Unamortized balance of deferred debt issue costs			$ 1,102,280
Amortized of the deferred debt issuance costs			151,690
Maturity date of the term loan		May 24, 2023
Term Loan Facility [Member]
Debt Refinancing (Textual)
Debt discount			620,193
LogicMark [Member]
Debt Refinancing (Textual)
Unamortized balance of deferred debt issue costs			0	$ 200,744
Maturity date of the term loan	Jul. 31, 2018
Restricted cash			$ 998,950

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

12 Months Ended

Dec. 31, 2018

Dec. 31, 2017

Number of Warrants

Number of Warrants, Outstanding and Exercisable, Beginning

5,777,650

1,829,049

Number of Warrants, Issued

638,162

4,827,202

Number of Warrants, Exercised

(1,325,000)

^[1]

(878,601)

^[2]

Number of Warrants, Cancelled

(460)

Number of Warrants, Outstanding and Exercisable, Ending

5,090,352

5,777,650

Weighted Average Exercise Price

Weighted Average Exercise Price, Outstanding, Beginning

$ 5.08

$ 12

Weighted Average Exercise Price, Issued

3.83

Weighted Average Exercise Price, Exercised

1.94

^[1]

^[2]

Weighted Average Exercise Price, Cancelled

10.00

Weighted Average Exercise Price, Outstanding and Exercisable, Ending

$ 5.42

$ 5.08

Weighted Average Remaining Life In Years

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

4 years 3 months 4 days

3 years 11 months 1 day

Weighted Average Remaining Life In Years, Issued

4 years 5 months 12 days

4 years 9 months 3 days

Weighted Average Remaining Life In Years Outstanding and Exercisable, Ending

3 years 3 months 26 days

4 years 3 months 4 days

Aggregate Intrinsic Value Outstanding and Exercisable

$ 6,672,902

[1]	During the year ended December 31, 2018, 1,075,000 warrants were exercised on a cashless basis and were converted into 437,018 shares of common stock. In addition, the Company received proceeds of $425,000 in connection with the exercise of warrants into 250,000 shares of common stock at an average exercise price of $1.70 per share.
[2]	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 ($)			1 Months Ended				12 Months Ended
Stockholders' Equity (Details Textual) - USD ($)	Sep. 14, 2018	Jan. 04, 2013	Dec. 26, 2017	Dec. 19, 2017	Aug. 24, 2017	Jul. 13, 2017	Dec. 31, 2018	Dec. 31, 2017	May 24, 2018	Nov. 13, 2017	Dec. 31, 2016
Stockholders' Equity (Textual)
Number of common stock issued							25,228,072	23,583,593
Preferred stock, par value							$ 0.0001	$ 0.0001
Preferred stock dividend							$ 100,000	$ 729,814
Aggregate shares of restricted common stock				370,000
Aggregate fair value				$ 673,400				1,629,049
Percentage of owner ship of voting stock							50.00%
Exercised warrants							$ 425,000
Common stock fair value for fully-vested services rendered							$ 846,983	3,153,569
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							$ 909,364	$ 925,000
Payment of interest expense							$ 59,380
Additional common stock issued							26,509
Investor [Member]
Stockholders' Equity (Textual)
Number of common stock issued										2,500,000
Series C Preferred Stock [Member]
Stockholders' Equity (Textual)
Preferred stock, par value							$ 0.0001	$ 0.0001
Cumulative dividends rate							5.00%
Preferred stock dividend							$ 100,000	$ 60,556
Series B Preferred Stock [Member]
Stockholders' Equity (Textual)
Preferred stock, par value							$ 0.0001	$ 0.0001
Series A Preferred Stock [Member]
Stockholders' Equity (Textual)
Preferred stock, par value							$ 0.0001	$ 0.0001
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
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
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.
IPO [Member]
Stockholders' Equity (Textual)
Convertible preferred stock, par value						$ 1.43
Offering expenses payable						$ 3,017,932
Purchase warrants of common stock						230,000
Warrant exercise price						$ 1.42
Aggregate shares of common stock						2,170,000
July 2016 Offering [Member] \| Series B Preferred Stock [Member]
Stockholders' Equity (Textual)
Preferred stock dividend								$ 634,375
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
Dividends and liquidated damages shares of common stock								3,106,802
April 2016 Offering [Member] \| Series A Preferred Stock [Member]
Stockholders' Equity (Textual)
Preferred Stock dividend on shares								159,219
Preferred stock dividend								$ 34,884
Conversion of Series A Preferred stock and dividends into shares of common stock								$ 338,749
Conversion of Series A Preferred stock and dividends into shares of common stock, Shares								211,424
Stock Compensation 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.
Long-Term Stock Incentive Plan [Member]
Stockholders' Equity (Textual)
Number of common stock issued							317,700	159,933
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 975,886 shares at December 31, 2018.
Non Executive Employees [Member]
Stockholders' Equity (Textual)
Aggregate shares of common stock							317,576
Aggregate shares of restricted common stock								1,095,895
Aggregate fair value								$ 1,864,253
Converted shares of common stock								448,258
Common stock fair value for fully-vested services rendered							$ 534,163	$ 816,955
Non Executive Employees [Member] \| Stock Compensation Plan [Member]
Stockholders' Equity (Textual)
Aggregate fair value							$ 546,694
Aggregate fair value, shares							322,185
Director [Member]
Stockholders' Equity (Textual)
Aggregate fair value							$ 375,111
Director [Member] \| Long-Term Stock Incentive Plan [Member]
Stockholders' Equity (Textual)
Aggregate fair value							360,000
Executive Officer [Member] \| Long-Term Stock Incentive Plan [Member]
Stockholders' Equity (Textual)
Aggregate fair value							$ 400,000
Aggregate fair value, shares							232,559
Warrant [Member]
Stockholders' Equity (Textual)
Number of common stock issued							250,000
Conversion price						$ 3
Purchase warrants of common stock							1,075,000
Warrant exercise price							$ 5.42	$ 5.08			$ 12
Warrants to purchase aggregate outstanding							5,090,352	5,777,650			1,829,049
Exercised warrants							$ 1,075,000	$ 648,601
Converted shares of common stock							437,018	429,656
Warrants intrinsic value
Net proceeds							$ 425,000
Description of warrants							The Company received proceeds of $425,000 in connection with the exercise of warrants into 250,000 shares of common stock at an average exercise price of $1.70 per share.
Warrant [Member] \| Maximum [Member]
Stockholders' Equity (Textual)
Warrant exercise price								$ 3
Warrant [Member] \| Minimum [Member]
Stockholders' Equity (Textual)
Conversion price								$ 2
Warrant One [Member]
Stockholders' Equity (Textual)
Warrant exercise price							$ 10.00
Common Stock [Member]
Stockholders' Equity (Textual)
Purchase warrants of common stock							437,018
Aggregate shares of common stock							608,767	1,704,086
Common stock fair value for fully-vested services rendered							$ 61	$ 170
Converted shares of common stock								1,197,867
First Warrant [Member]
Stockholders' Equity (Textual)
Warrant exercise price									$ 3.90
Second Warrant [Member]
Stockholders' Equity (Textual)
Warrant exercise price									$ 4.88
Warrant Amendment And Exercise Agreement [Member]
Stockholders' Equity (Textual)
Warrant exercise price							$ 2.00
Warrant modification expense							$ 179,640
Warrants to purchase aggregate outstanding							150,000
Warrant Amendment And Exercise Agreement [Member] \| Investor [Member]
Stockholders' Equity (Textual)
Warrant exercise price	$ 2.00
Warrants to purchase aggregate outstanding	3,273,601
Warrant Amendment And Exercise Agreement [Member] \| Old Warrant [Member]
Stockholders' Equity (Textual)
Warrant exercise price	$ 1.50
Warrant modification expense							$ 165,640
Warrants to purchase aggregate outstanding	3,273,601
Date of warrants to purchase of common stock	In connection with those certain Common Stock Purchase Warrants between the Company and the Investors dated July 13, 2017, July 19, 2017 and November 13, 2017.
Warrant Amendment And Exercise Agreement [Member] \| Old Warrant [Member] \| Maximum [Member]
Stockholders' Equity (Textual)
Warrant exercise price							$ 2.00
Warrant Amendment And Exercise Agreement [Member] \| Old Warrant [Member] \| Minimum [Member]
Stockholders' Equity (Textual)
Warrant exercise price							$ 1.50
Warrant Amendment And Exercise Agreement [Member] \| New Warrant [Member]
Stockholders' Equity (Textual)
Date of warrants to purchase of common stock	The New Warrants, if issued, are exercisable for up to the original expiration dates of the Old Warrants, or July 19, 2022, January 23, 2023, or May 13, 2023, as applicable.
Closing price premium percentage	30.00%

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current income tax provision from continuing operations
Federal
State	4,327	15,289
Total Current income tax provision from continuing operations	4,327	15,289
Federal
Federal	(1,418,827)	1,550,056
State	(439,301)	(188,060)
Change in valuation allowance from continuing operations	1,888,124	(1,216,881)
Total Deferred income tax (benefit) from continuing operations	29,996	145,115
Income tax provision from continuing operations	34,323	160,404
Income tax provision (benefit) from discontinued operations	800	(1,773,739)
Total income tax provision (benefit)	$ 35,123	$ (1,613,335)

Income Taxes (Details 1)	12 Months Ended
Income Taxes (Details 1)	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	21.00%	34.00%
State income tax rate, net of federal benefit	12.89%	1.36%
Other permanent differences	(5.63%)	(2.68%)
Effect of rate change under Tax Act		(51.20%)
Less: valuation allowance	(30.91%)	16.61%
Provision for income taxes	(2.65%)	(1.91%)

Income Taxes (Details 2) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets:
Net operating loss carryforward	$ 9,819,344	$ 8,829,607
Tax credits	333,673	315,492
Accruals and reserves	1,616,359	856,675
Restricted stock
Tangible and intangible assets	315,493	225,711
Charitable donations	3,036	2,903
Total deferred tax assets before valuation allowance:	12,087,905	10,230,388
Valuation allowance	(10,967,136)	(9,079,012)
Deferred tax assets, net of valuation allowance	1,120,769	1,151,376
Deferred tax liabilities:
Tangible and intangible assets	(1,486,166)	(1,486,777)
Total deferred tax liabilities	(1,486,166)	(1,486,777)
Net deferred tax liability	$ (365,397)	$ (335,401)

Income Taxes (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
Income Taxes (Details Textual) - USD ($)	Dec. 22, 2018	Dec. 31, 2018	Dec. 31, 2017
Income Taxes (Textual)
Tax credit carryforward, description		The tax credit carryforwards will begin to expire beginning in 2033.
Tax credit carryforwards		$ 333,673
Recognized provisional charge			$ 4,295,052
Effect of rate change			(51.20%)
Federal statutory rate		21.00%	34.00%
Net operating losses percentage	80.00%
Change in valuation allowance		$ (1,888,124)	$ 1,216,881
Net change in valuation allowance			841,402
Federal [Member]
Income Taxes (Textual)
Net operating loss carryovers		39,386,864
State [Member]
Income Taxes (Textual)
Net operating loss carryovers		$ 32,519,993
Maximum [Member]
Income Taxes (Textual)
Federal statutory rate	34.00%
Minimum [Member]
Income Taxes (Textual)
Federal statutory rate	21.00%
Fit Pay Purchase [Member]
Income Taxes (Textual)
Change in valuation allowance			1,626,369
Income Tax Provision [Member]
Income Taxes (Textual)
Change in valuation allowance			$ 2,467,771

Commitments and Contingencies (Details)	Dec. 31, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 97,597
2020	70,309
2021	5,156
Total future lease obligations	$ 173,062

Commitments and Contingencies (Details 1)	Dec. 31, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 1,265,151
2020	212,961
2021	159,719
2022
2023	15,001,050
Total debt	$ 16,638,881

Commitments and Contingencies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Commitments and Contingencies (Textual)
Rent expenses	$ 157,122	$ 181,282
Base salary increased	$ 909,364	$ 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, 2018.
Michael Orlando [Member]
Commitments and Contingencies (Textual)
Employment agreement term	The term of the employment agreement is one (1) year and commenced on May 23, 2017, which term shall be automatically extended for successive one (1) - year periods unless terminated by either party upon ninety (90) days'written notice. 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.
Maximum [Member] \| Gino M. Pereira [Member]
Commitments and Contingencies (Textual)
Base salary increased	$ 420,000
Maximum [Member] \| Michael Orlando [Member]
Commitments and Contingencies (Textual)
Base salary increased	350,000
Minimum [Member] \| Gino M. Pereira [Member]
Commitments and Contingencies (Textual)
Base salary increased	381,150
Minimum [Member] \| Michael Orlando [Member]
Commitments and Contingencies (Textual)
Base salary increased	$ 150,000
Office Space [Member]
Commitments and Contingencies (Textual)
Lease expiration, date	May 31, 2021
Office Space [Member] \| Maximum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount	$ 7,157
Office Space [Member] \| Minimum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount	$ 961

Subsequent Events (Details) - USD ($)				1 Months Ended			12 Months Ended
Subsequent Events (Details) - USD ($)	Feb. 08, 2019	Jan. 08, 2019	Jan. 02, 2019	Feb. 28, 2019	Feb. 21, 2019	Jan. 22, 2019	Dec. 31, 2018	Dec. 31, 2017
Subsequent Events (Textual)
Grant date fair value							$ 846,983	$ 3,153,569
Subsequent Event [Member]
Subsequent Events (Textual)
Issuance of common stock, shares	40,000		63,889			25,000
Grant date fair value			$ 44,000			$ 31,250
Credit agreement, description				LogicMark entered into a Second Amendment to Consent to the Credit Agreement with Sagard Holdings Manager LP whereby LogicMark temporarily withdrew $500,000 from the restricted cash balance. In accordance with the Second Amendment to Consent, the repayment date of the temporary withdrawal was extended from January 31, 2019 to no later than April 7, 2019. As a result of the Second Amendment to Consent, the Company incurred an additional usage fee of $131,250 from the Lender.
Restricted cash balance				$ 500,000
Subsequent Event [Member] \| Alliance Global Partners [Member]
Subsequent Events (Textual)
Sales agreement, description		The Company entered into a sales agreement with A.G.P./Alliance Global Partners ("A.G.P.") pursuant to which the Company may sell, at its option, shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $15 million to or through A.G.P., as sales agent. The Company will pay A.G.P. commissions for its services in acting as the Company's sales agent in the sale of its common stock pursuant to the sales agreement. A.G.P. will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of the Company's common stock on the Company's behalf pursuant to the sales agreement. The Company also has agreed to reimburse A.G.P. for its reasonable out-of-pocket expenses, including the fees and disbursements of counsel to A.G.P., incurred in connection with the offering, in an amount not to exceed $35,000.
Sale of common stock					1,084,227
Gross proceeds from sale of shares					$ 1,322,484