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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2019	Mar. 30, 2020	Jun. 28, 2019
Document Information Line Items
Entity Registrant Name	Nxt-ID, Inc.
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		30,328,141
Entity Public Float			$ 19,724,908
Amendment Flag	false
Entity Central Index Key	0001566826
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	000-54960
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current Assets
Cash	$ 1,587,250	$ 425,189
Restricted cash	150,130	1,189,452
Accounts receivable, net	38,526	247,023
Inventory, net	1,303,279	870,513
Prepaid expenses and other current assets	285,495	443,324
Assets associated with discontinued operations		222,227
Total Current Assets	3,364,680	3,397,728
Property and equipment:
Equipment	183,044	183,044
Furniture and fixtures	98,839	89,029
Tooling and molds	644,462	630,481
Property and equipment, gross	926,345	902,554
Accumulated depreciation	(831,290)	(757,198)
Property and equipment, net	95,055	145,356
Right-of-use assets	108,508
Assets associated with discontinued operations		12,270,726
Goodwill	15,479,662	15,479,662
Other intangible assets, net of amortization of $2,604,290 and $1,842,475, respectively	6,000,277	6,762,092
Total Assets	25,048,182	38,055,564
Current Liabilities
Accounts payable	2,118,476	1,259,129
Accrued expenses	1,492,111	1,701,561
Short-term debt		266,201
Term loan facility - current	2,062,500	998,950
Other current liabilities – contingent consideration		553,126
Liabilities associated with discontinued operations		365,293
Total Current Liabilities	5,673,087	5,144,260
Other long-term liabilities – contingent consideration		2,350,592
Long-term debt		372,680
Term loan facility, net of debt discount of $244,070 and $620,193, respectively, and deferred debt issuance costs of $1,262,565 and $1,102,280, respectively	9,739,242	13,278,577
Other long-term liabilities	1,113,965
Deferred tax liability		365,397
Total Liabilities	16,526,294	21,511,506
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, 2019 and December 31, 2018, respectively	1,807,300	1,807,300
Stockholders’ Equity
Common Stock, par value $0.0001 per share: 100,000,000 shares authorized; 30,048,854 and 25,228,072 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively	3,005	2,523
Additional paid-in capital	68,515,674	64,748,871
Accumulated deficit	(61,804,091)	(50,014,636)
Total Stockholders’ Equity	6,714,588	14,736,758
Total Liabilities, Series C Preferred Stock and Stockholders’ Equity	25,048,182	38,055,564
Series A Preferred Stock [Member]
Stockholders’ Equity
Preferred Stock, value
Series B Preferred Stock [Member]
Stockholders’ Equity
Preferred Stock, value

CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Other intangible assets, net of amortization (in Dollars)	$ 2,604,290	$ 1,842,475
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	30,048,854	25,228,072
Common stock, shares outstanding	30,048,854	25,228,072
Term Loan Facility [Member]
Net of debt discount (in Dollars)	$ 244,070	$ 620,193
Deferred debt issuance costs (in Dollars)	$ 1,262,565	$ 1,102,280
Series C Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 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
Series A Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 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 [Member]
Preferred stock, par value (in Dollars per share)	$ 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

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Revenues	$ 17,137,301	$ 17,116,511
Costs of goods sold	4,368,495	4,803,791
Gross Profit	12,768,806	12,312,720
Operating Expenses
General and administrative	5,703,162	6,852,893
Selling and marketing	3,279,317	4,110,616
Research and development	1,208,536	761,722
Total Operating Expenses	10,191,015	11,725,231
Operating Income	2,577,791	587,489
Other Income and (Expense)
Interest expense	(3,020,012)	(2,967,211)
Change in fair value of contingent consideration	85,111	1,498,922
Loss on extinguishment of debt	(2,343,879)	(68,213)
Warrant modification expense		(345,280)
Total Other Expense, Net	(5,278,780)	(1,881,782)
Loss before Income Taxes	(2,700,989)	(1,294,293)
Income Tax Benefit (Expense)	332,571	(34,323)
Loss from Continuing Operations	(2,368,418)	(1,328,616)
Discontinued Operations Net of Taxes:
Loss from Discontinued Operations	(3,432,270)	(5,761,346)
Loss on sale of Discontinued Operations	(5,988,767)
Loss from Discontinued Operations	(9,421,037)	(5,761,346)
Net Loss	(11,789,455)	(7,089,962)
Preferred stock dividends	(150,000)	(100,000)
Net Loss applicable to Common Stockholders	$ (11,939,455)	$ (7,189,962)
Loss Per Share from Continuing Operations – Basic and Diluted (in Dollars per share)	$ (0.09)	$ (0.06)
Loss Per Share from Discontinued Operations – Basic and Diluted (in Dollars per share)	(0.33)	(0.23)
Net Loss Per Share - Basic and Diluted (in Dollars per share)	$ (0.42)	$ (0.29)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted (in Shares)	28,717,499	24,561,791

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2017	$ 2,358	$ 62,052,483	$ (42,924,674)	$ 19,130,167
Balance (in 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 (in 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 (in 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 (in Shares)	437,018
Warrants issued in connection with debt refinancing		705,541		705,541
Warrants issued in connection with debt refinancing (in Shares)
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 (in 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 (in 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 dividends		(100,000)		(100,000)
Balance at Dec. 31, 2018	$ 2,523	64,748,871	(50,014,636)	$ 14,736,758
Balance (in Shares) at Dec. 31, 2018	25,228,072			269,820
Issuance of common stock for services	$ 95	614,395		$ 614,490
Issuance of common stock for services (in Shares)	948,603
Issuance of common stock under the at-the-market program for cash, net of fees	$ 111	1,298,931		1,299,042
Issuance of common stock under the at-the-market program for cash, net of fees (in Shares)	1,113,827
Issuance of common stock and warrants for cash, net of fees	$ 247	1,914,753		1,915,000
Issuance of common stock and warrants for cash, net of fees (in Shares)	2,469,136
Fees incurred in connection with equity offerings		(127,514)		(127,514)
Shares issued in connection with the management incentive plan	$ 29	216,238		$ 216,267
Shares issued in connection with the management incentive plan (in Shares)	289,216			11,779,190
Net loss			(11,789,455)	$ (11,789,455)
Preferred stock dividends		(150,000)		(150,000)
Balance at Dec. 31, 2019	$ 3,005	$ 68,515,674	$ (61,804,091)	$ 6,714,588
Balance (in Shares) at Dec. 31, 2019	30,048,854			267,516

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Cash Flows from Operating Activities
Net loss	$ (11,789,455)	$ (7,089,962)
Loss from discontinued operations	(3,432,270)	(5,761,346)
Loss on sale of discontinued operations	(5,988,767)
Loss from continuing operations	(2,368,418)	(1,328,616)
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations:
Depreciation	74,092	143,939
Stock based compensation	607,705	989,679
Amortization of debt discount	217,362	85,348
Amortization of intangible assets	761,815	761,815
Change in fair value of contingent consideration	(85,111)	(1,498,922)
Non-cash charge for modification of warrant terms		345,280
Loss on extinguishment of debt	2,343,879	68,213
Amortization of deferred debt issuance costs	656,393	291,721
Deferred taxes	(365,397)	29,996
Changes in operating assets and liabilities:
Accounts receivable	208,497	135,259
Inventory	(432,766)	(164,191)
Prepaid expenses and other current assets	68,454	216,692
Accounts payable	787,379	362,464
Accrued expenses	(233,762)	(488,866)
Total Adjustments	4,608,540	1,278,427
Net Cash Provided by (Used in) Operating Activities of Continuing Operations	2,240,122	(50,189)
Cash flows from Investing Activities
Pay down of contingent consideration	(181,065)	(3,156,088)
Net proceeds received from sale of discontinued operations	2,955,170
Purchase of equipment	(23,791)	(10,766)
Net Cash Provided by (Used in) Investing Activities of Continuing Operations	2,750,314	(3,166,854)
Cash flows from Financing Activities
Proceeds from exercise of common stock warrants		425,000
Pay down of short-term debt	(638,881)	(212,961)
Proceeds received in connection with issuance of common stock and warrants, net	3,214,042
Repayment of term debt with Sagard Capital	(16,000,000)
Revolver borrowings, net		(12,000,000)
Term loan borrowings, net of deferred debt issue costs	14,670,579	14,906,030
Term loan repayment	(3,191,623)
Fees paid in connection with equity offerings	(55,546)	(54,735)
Net Cash (Used In) Provided by Financing Activities of Continuing Operations	(2,001,429)	3,063,334
Net Increase (Decrease) in Cash and Restricted Cash from Continuing Operations	2,989,007	(153,709)
Cash Flows from Discontinued Operations:
Cash used by operating activities of discontinued operations	(2,844,419)	(3,894,987)
Cash used in investing activities of discontinued operations	(21,849)	(13,449)
Net Cash Used by Discontinued Operations	(2,866,268)	(3,908,436)
Net Increase (Decrease) in Cash and Restricted Cash	122,739	(4,062,145)
Cash and Restricted Cash - Beginning of Year	1,614,641	5,676,786
Cash and Restricted Cash - End of Year	1,737,380	1,614,641
Cash paid during the periods for:
Interest	2,013,618	3,153,450
Taxes	11,359	13,843
Non-cash investing and financing activities:
Accrued fees incurred in connection with equity offerings	71,968	77,590
Common stock issued in connection with management incentive plans	216,267
Issuance of warrants issued in connection with debt refinancing		706,541
Accrued Series C preferred stock dividends	$ 25,000	$ 25,000

ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Business Description and Basis of Presentation [Text Block]

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 was 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.

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 former wholly-owned subsidiary, Fit Pay, Inc., had 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 our healthcare business into an independent publicly traded company. The Company originally planned to distribute shares of PartX, Inc., a newly created company and wholly-owned subsidiary of the Company (“PartX”), to our 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 (See Note 4). The Company’s financial technology business was comprised of its Fit Pay subsidiary and the intellectual property developed by the Company, including the Flye Smartcard and the Wocket. On April 29, 2019, a Registration Statement on Form 10 was filed by PartX with the SEC in connection with the planned spin-off of our payments, authentication and credential management business. On August 19, 2019, the Company’s subsidiary, PartX notified the SEC that it was withdrawing the Registration Statement on Form 10. With the approval of the Company’s board of directors, and upon similar terms and conditions to those set forth in that loan agreement, the Company entered into a non-binding letter of intent for the sale of its Fit Pay subsidiary, excluding certain assets on August 6, 2019. In connection with the letter of intent, we were advanced $500,000 of non-interest bearing working capital for Fit Pay. On September 9, 2019, the Company completed the sale of its Fit Pay subsidiary to Garmin International, Inc. for $3.32 million in cash (See Note 4).

LIQUIDITY AND MANAGEMENT PLANS

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS

The Company generated operating income of $2,577,791 and a loss from continuing operations of $2,368,418 for the year ended December 31, 2019. As of December 31, 2019, the Company had cash and stockholders’ equity of $1,587,250 and $6,714,588, respectively. At December 31, 2019, the Company’s continuing operations had a working capital deficiency of $2,308,407. During the year ended December 31, 2019, The Company received net proceeds of $3,214,042 from the issuance of common stock and warrants. In addition, the Company sold its subsidiary, Fit Pay, Inc. and also significantly reduced its operating expenses by approximately $3.0 million on an annual basis. These strategic efforts will significantly enhance the Company’s cash flow generation as it moves forward into 2020.

Given the Company’s cash position at December 31, 2019 and its projected cash flow from operations, the Company believes that it will have sufficient capital to sustain operations for a period of one year following the date of this filing. The Company may also raise funds through equity or debt offerings to accelerate the execution of its long-term strategic plan to develop and commercialize its core products and to fulfill its product development commitments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

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, 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, 2019 and 2018, the Company had no cash equivalents.

RESTRICTED CASH

At December 31, 2019 and 2018, the Company had restricted cash of $150,130 and $1,189,452, 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 was 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 $1,587,250 and $150,130 as of December 31, 2019, respectively, and $425,189 and $1,189,452 as of December 31, 2018.

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 years ended December 31, 2019 and 2018 are presented under 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 years ended December 31, 2019 and 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, 2019 and 2018.

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 $658,889 and $605,067, respectively, for the years ended December 31, 2019 and 2018.

Accounts Receivable

For the years ended December 31, 2019 and 2018, 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, 2019 and 2018, the Company had an allowance for doubtful accounts of $126,733 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, 2019, inventory was comprised of $167,357 in raw materials and $1,135,922 in finished goods on hand. As of December 31, 2018 inventory was comprised of $870,513 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, 2019 and 2018, $201,496 and $317,488, 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

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, 2019, the Company determined that it was more likely than not that the fair value of LogicMark exceeded its respective carrying amount and therefore, a quantitative assessment was not required.

The goodwill associated with the Company’s acquisition of Fit Pay was $9,119,709 and was included as part of the Company’s discontinued operations. On September 9, 2019, the Company sold its discontinued operations and the goodwill associated with Fit Pay was written off and is included as part of the loss on sale of discontinued operations (See Note 4).

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, 2019 and 2018.

At December 31, 2019, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $2,818,434; trademarks of $1,041,370; and customer relationships of $2,140,473. 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. 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, 2019 and 2018, the Company had amortization expense of $761,815 and $761,815, respectively, related to the LogicMark intangible assets.

Amortization expense estimated for each of the next five fiscal years, 2020 through 2024, is expected to 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 consolidated 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, 2018.

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 6,973,221 and 5,090,352 warrants as of December 31, 2019 and 2018, 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. This ASU was adopted and did not have a material impact on the Company’s 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. This ASU was adopted as of January 1, 2019 and 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)”, which amended, among other things, the existing guidance by requiring lessees to recognize lease right-of-use assets (“ROU assets”) and liabilities arising from operating leases on the balance sheet. Since issuing Topic 842, the FASB has issued various subsequent ASUs, including but not limited to ASU 2018-10, “Codification Improvements to Topic 842, Leases,” which clarified various aspects of the guidance under Topic 842, as well as ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which allows entities the option of recognizing the cumulative effect of applying Topic 842 as an adjustment to the opening balance of retained earnings in the year of adoption while continuing to present all prior periods under previous lease accounting guidance. Prior to the adoption, the Company evaluated Topic 842, including the initial review of any necessary changes to existing processes and systems that would be required to implement this standard, in order to determine its impact on the Company’s consolidated financial statements and related disclosures.

The Company adopted Topic 842 on January 1, 2019 using the updated modified retrospective transition approach allowed under ASU 2018-11 and did not restate prior periods. The Company recognized ROU assets and related lease liabilities on its condensed consolidated balance sheet as of January 1, 2019 of approximately $267,516 and $269,820, respectively, related to its operating lease commitments, and there was no cumulative impact on retained earnings as of January 1, 2019. Topic 842 did not have a material impact on the Company’s condensed consolidated statements of income and consolidated statements of cash flow for the year ended December 31, 2019, nor did it have any impact on the Company’s compliance with debt covenants. The adoption of Topic 842 provided various optional practical expedients in transition, some of which the Company elected. Going forward, the impact of Topic 842 on the Company’s consolidated financial statements will be dependent upon the Company’s lease portfolio. The accounting for finance leases (formerly referred to as “capital leases”) remains substantially unchanged. See Note 10 herein for further details regarding the impact of the adoption of Topic 842 and other information related to the Company’s lease portfolio.

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, 2019

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Note 4 - DISCONTINUED OPERATIONS

On September 9, 2019 the Company entered into a stock purchase agreement (the “Purchase Agreement”), by and between Garmin International, Inc., a Kansas corporation (“Garmin”), the Company and Fit Pay, a Delaware corporation and wholly owned subsidiary of the Company, pursuant to which the Company sold and transferred all of the issued and outstanding shares of capital stock of Fit Pay, which consisted of 1,000 shares of common stock, par value $0.0001 per share, of Fit Pay (the “Shares”), to Garmin (the “Sale”). As previously disclosed, the Company conducted its payments business through Fit Pay, and Fit Pay provided technology, platform and tokenization services to Garmin to power Garmin Pay™, a contactless payment feature included on smartwatches manufactured by Garmin. In consideration for the Shares, Garmin paid the Company an aggregate amount of approximately $3.32 million in cash (the “Purchase Price”). A portion of the proceeds received by the Company pursuant to the Purchase Agreement were used to pay in full a promissory note issued by the Company to one of its directors, as well as to pay down the promissory note that had been issued pursuant to the Credit Agreement (the “Promissory Note”). Garmin previously paid the Company $500,000 of the Purchase Price as an advance on August 7, 2019, and paid the remainder of the Purchase Price at the closing of the Sale. The Company recorded a loss on the sale of its discontinued operations of $5,988,767. The loss on sale of discontinued operations for the year ended December 31, 2019 is comprised of the following:

Total sales price	$	3,323,198
Net book value of discontinued operations⁽¹⁾		126,062
Write-off of goodwill related to acquisition of Fit Pay		(9,119,709	)
Write-off of unamortized other intangibles related to acquisition of Fit Pay		(2,674,607	)
Write-off of remaining contingent consideration		2,611,169
Transaction fees incurred		(254,880	)
Loss on sale of discontinued operations	$	(5,988,767	)

(1)	The net book value of discontinued operations at September 8, 2019 included cash of $113,148.

Also in connection with the Purchase Agreement, the Company entered into a Manufacturing and Distribution Agreement, dated as of September 9, 2019 (the “Manufacturing Agreement”), with Garmin Switzerland GmbH, a Swiss corporation (“Garmin Switzerland”), pursuant to which Garmin Switzerland agreed to grant the Company a non-exclusive right to manufacture, distribute and sell Garmin Switzerland’s proprietary smart wallet (the “Product”) to certain customers in the U.S. designated by Garmin Switzerland on a royalty-free basis (the “License”), unless otherwise agreed to by the parties thereto. The Company was also granted a right to sub-license the Product pursuant to the Manufacturing Agreement. The Company’s has been granted the License for an initial term of three years, which term automatically renews for additional one-year periods unless either party provides the other with at least ninety days written notice of its election not to renew such term. The Manufacturing Agreement may be terminated by either party if (i) a party breaches any material provision of such agreement, which breach is not cured within thirty calendar days after receipt of written notice of such breach, (ii) upon written notice, a party petitions for reorganization or to be adjudicated to be bankrupt, or if a receiver is appointed for substantially all of either party’s business, or a party makes a general assignment for the benefit of such party’s creditors, or if any involuntary bankruptcy petition is brought against such party and has not been discharged within sixty calendar days of the date the petition is brought, or (iii) in the event of a change of control (as defined in the Manufacturing Agreement).

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, 2019 and 2018:

	December 31,		December 31,
	2019		2018

Accounts receivable, net	$	-	$	125,318
Inventory, net		-		-
Prepaid expenses and other assets		-		96,909
Total current assets associated with discontinued operations	$	-	$	222,227
Property and equipment, net		-		38,793
Goodwill		-		9,119,709
Other intangible assets		-		3,112,224
Total non-current assets associated with discontinued operations	$	-	$	12,270,726

Accounts payable	$	-	$	175,982
Accrued expenses		-		185,978
Customer deposits		-		3,333
Total liabilities associated with discontinued operations	$	-	$	365,293

The following table represents the financial results of the discontinued operations for the years ended December 31, 2019 and 2018:

	For the Years Ended
	December 31,
	2019			2018

Net sales	$	625,771		$	1,696,414
Cost of sales		194,856			2,484,157
Gross profit (loss)		430,915			(787,743	)
Operating expenses		3,859,222			4,969,140
Interest expense		3,963			3,663
Income tax expense (benefit)		-			800
Loss from discontinued operations	$	(3,432,270	)	$	(5,761,346	)

(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 year ended December 31, 2018, the Company recognized revenue of $737,993 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. The Company’s accounts receivable, net balance at December 31, 2018 included $0, due from WVH. The business with WVH is included as part of the Company’s discontinued operations for the year ended December 31, 2018.

ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2019

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consist of the following:

	December 31,
	2019		2018
Salaries and payroll taxes	$	92,334	$	89,065
Consulting fees		53,563		236,000
Merchant bank fees		26,589		28,108
State income taxes		23,800		1,533
Professional fees		119,016		84,704
Management incentives		758,907		868,082
Interest expense		148,980		16,342
Lease liability		68,576		-
Dividends – Series C Preferred Stock		22,182		25,000
Agent and loan amendment fees		-		235,000
Other		178,164		117,727
Totals	$	1,492,111	$	1,701,561

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

NOTE 6 - 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 on a recurring basis as of December 31, 2019 and 2018.

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 markets 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, 2019 and 2018, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

- 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, 2019

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 7 - 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 original maturity date of the Term Loan was May 24, 2023. The Term Loan Facility with Sagard Holdings Manager LP was repaid on May 3, 2019 with Term Loan proceeds received from CrowdOut Capital LLC (see below). The outstanding principal amount of the Term Loan bears interest at a rate of LIBOR, adjusted monthly, plus 9.5% per annum. The Company incurred $1,253,970 in deferred debt issue costs related to the Term Loan. During the years ended December 31, 2019 and 2018, the Company amortized $86,969 and $151,690, respectively of the deferred debt issue costs which is included in interest expense in the consolidated statement of operations. Pursuant to the terms and conditions of the Credit Agreement with the lender, LogicMark was required to deposit 50% of its excess cash flow generated into a restricted bank account for a maximum period of one (1) year. The Company’s restricted cash balance at December 31, 2018 included $998,950 related to LogicMark’s excess cash flow generated.

On May 24, 2018, the Company recorded a debt discount of $705,541. The debt discount was attributable to the aggregate fair value of the warrants that were issued to the Lender in connection with the Term Loan Facility with Sagard Holdings Manager LP. The debt discount was amortized using the effective interest method over the five-year term of the Term Loan. During the years ended December 31, 2019 and 2018 the Company recorded $48,932 and $85,348 respectively of debt discount amortization related to the Sagard Warrants. The debt discount amortization is included as part of interest expense in the consolidated statements of operations.

On May 3, 2019, LogicMark completed the closing of a $16,500,000 senior secured term loan with the lenders thereto and CrowdOut Capital LLC, as administrative agent. The Company used the proceeds from the term loan to repay LogicMark’s existing term loan facility with Sagard Holdings Manager LP and to pay other costs related to the refinancing. The maturity date of the term loan with CrowdOut Capital LLC is May 3, 2022 and requires the Company to make minimum principal payments over the three-year term amortized over 96 months. Since the inception of the refinancing, the Company has made scheduled principal repayments totaling $1,203,125 through December 31, 2019. In addition, the Company prepaid an additional $1,988,498 of the term loan with CrowdOut Capital LLC in September 2019 with a portion of the proceeds received from the sale of discontinued operations. The outstanding principal amount of the Term Loan bears interest at a rate of LIBOR, adjusted monthly, plus 11.0% per annum (approximately 13.0% as of December 31, 2019). The Company incurred $412,500 in original issue discount for closing related fees charged by the Lender. During the year ended December 31, 2019, the Company amortized $168,430 of the original issue discount which is included in interest expense in the consolidated statement of operations. At December 31, 2019 the unamortized balance of the original issue discount was $244,070. The Company also incurred $1,831,989 in deferred debt issue costs related to the Term Loan. The deferred debt issue costs include an exit fee of $1,072,500 which is equivalent to 6.5% of the term loan amount borrowed from CrowdOut Capital. The exit fee is due to CrowdOut Capital upon the earlier of final repayment of the term loan facility or the maturity date. The liability for the exit fee is included as part of other long-term liabilities in the Company’s consolidated balance sheet. During the year ended December 31, 2019, the Company amortized $569,424, respectively of the deferred debt issue costs which is included in interest expense in the consolidated statements of operations. At December 31, 2019 the unamortized balance of deferred debt issue costs was $1,262,565.

Debt Maturity

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

2020	$	2,062,500
2021		2,062,500
2022		9,183,377
Total term debt	$	13,308,377

In connection with the Term Loan refinancing on May 3, 2019, the Company incurred a loss on extinguishment of debt of $2,343,879 which included the write off of unamortized deferred debt issuance costs and note discount of $1,015,311 and $571,260, respectively resulting from the May 24, 2018 Term Loan facility with Sagard Holdings Manager LP and a yield maintenance premium, a prepayment penalty and legal fees due to Sagard Holdings Manager LP. totaling $757,308.

The Credit Agreement contains customary financial covenants. As of December 31, 2019, the Company was in compliance with such covenants.

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2019

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 8 - STOCKHOLDERS’ EQUITY

January 2019 At-the-Market Offering

On January 8, 2019, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”) for an at-the-market offering, pursuant to which the Company could 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 was obligated to 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. was 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 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 year ended December 31, 2019, the Company received $1,299,042 in net proceeds from the sale of 1,113,827 shares of its common stock under the sales agreement with A.G.P. On April 2, 2019, the Company entered into a Securities Purchase agreement with an investor in connection with a registered direct public offering of 2,469,136 shares of the Company’s common stock. The shares of common stock were offered at a price of $0.81 per share and the Company received $1,915,000 in net proceeds from the sale. The Company also issued to the investor for no additional consideration common stock purchase warrants to purchase 2,469,136 shares of common stock. The warrants are exercisable upon issuance at an exercise price of $1.05 and expire on the fifth (5^th) anniversary of the initial exercise date. The sales agreement with A.G.P. was terminated on October 10, 2019.

2013 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 of directors, 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 592,223 shares of common stock at January 1, 2020.

During the year ended December 31, 2019, the Company issued an aggregate of 576,525 shares of common stock under the LTIP to five (5) non-employee directors for serving on the Company’s board. The aggregate fair value of the shares issued to the directors was $360,000.

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 are settled in a manner such that all or some of such shares covered by an award are not issued to a participant or are exchanged for awards that do not involve shares of common stock 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.

In addition, during the year ended December 31, 2019, the Company issued 289,216 shares of common stock with an aggregate fair value of $216,267 to certain non-executive employees related to the Company’s 2017 and 2018 management incentive plan.

During the years ended December 31, 2019 and 2018, the Company accrued $200,000 and $909,364, respectively of management and employee bonus expense.

During the year ended December 31, 2019, the Company issued 372,078 shares of common stock with a fair value of $254,490 to non-employees for services rendered.

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, 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.

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, 2019 and 2018, the Company recorded Series C Preferred Stock dividends of $150,000 and $100,000, respectively.

Redemption Provisions of Series C Preferred Stock

The Series C Preferred Stock may be redeemed by the Company at the Company’s option in cash at any time, in whole or in part, upon payment of the stated value of the Series C Preferred Stock, and all related accrued but unpaid dividends. 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 shall be immediately redeemed and repaid from 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 upon the determination that such events are probable, the equity security would be classified as a liability. Given the Series C Preferred Stock contains a fundamental change provision, the security is considered conditionally redeemable. Therefore, the Company classified the Series C Preferred Stock as temporary equity in the consolidated balance sheets at December 31, 2019 and 2018 until such time that events occur that indicate otherwise.

On June 11, 2019, the Company made a retroactive dividend payment adjustment of $50,000 to the Series C Preferred Stockholders pursuant to the terms and conditions set forth in the Certificate of Designations, Preferences and Rights of the Series C Non-Convertible Voting Preferred Stock.

Warrants

The following table summarizes the Company’s warrants outstanding and exercisable at December 31, 2019 and 2018:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding at January 1, 2018		5,777,650		$	5.08		4.26	$	6,672,902
Issued		638,162			3.83		4.45		-
Exercised (1)		(1,325,000	)		1.94		-		-
Cancelled		(460	)		10.00		-		-
Outstanding and Exercisable at December 31, 2018		5,090,352		$	5.42		3.32	$	6,672,902
Issued		2,469,136			1.05		5.00		-
Exercised		-			-		-		-
Cancelled		(586,267	)		17.87		-		-
Outstanding and Exercisable at December 31, 2019		6,973,221		$	2.83		3.53	$	-

(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.

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.

INCOME TAXES

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

NOTE 9 - INCOME TAXES

As of December 31, 2019, the Company had US federal and state net operating loss (“NOLs”) carryovers of $39,434,056 and $23,783,357, 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, 2018 are available to offset future taxable income indefinitely. The Company has Federal Capital loss carryovers of $11,779,190 at December 31, 2019, which expire in 2024. In addition, the Company had tax credit carryforwards of $205,028 at December 31, 2019 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, 2019 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. The NOLs as of December 31, 2018 included those related to Fit Pay. As of December 31, 2019 the remaining NOLs held by the Company exclude those that left the consolidated group upon sale of Fit Pay.

The Company has no material uncertain tax positions for any of the reporting periods presented. No interest or penalty expense was recorded during the year or has been accrued as of December 31, 2018 or 2019. The Company does not expect any material changes to any uncertain tax positions in the next twelve months. The Company has filed all of its tax returns for all prior periods through December 31, 2018 and intends to timely file the income tax returns for the period ending December 31, 2019. 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, 2019, the Company’s tax years post 2015 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2019 the Company is no longer subject to U.S. federal or state examinations by tax authorities for years before December 31, 2016. 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,
	2019			2018
Current income tax provision from continuing operations
Federal	$	-		$	-
State		32,826			4,327
		32,826			4,327
Deferred income tax (benefit) from continuing operations
Federal		(3,589,359	)		(1,418,827	)
State		(542,836	)		(439,301	)
Change in valuation allowance from continuing operations		3,766,798			1,888,124
		(365,397	)		29,996

Income tax (benefit) provision from continuing operations		(332,571	)		34,323

Income tax provision (benefit) from discontinued operations		-			800
Total income tax provision (benefit)	$	(332,571	)	$	35,123

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

	December 31,
	2019			2018
U.S. federal statutory rate		21.00	%		21.00	%
State income tax rate, net of federal benefit		7.83			12.89
Other permanent differences		(4.59	)		(5.63	)
Loss on sale of Fit Pay		45.02			-
Less: valuation allowance		(56.95	)		(30.91	)
Provision for income taxes		(12.31	)%		(2.65	)%

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of all of the deferred tax assets and has therefore established a full valuation allowance. 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, resulting in net deferred tax liability after applying valuation allowance. For the period ended December 31, 2019, sufficient net operating losses with indefinite carryforward periods have been generated, such that the deferred tax liabilities related to indefinite lived intangibles now represent a source of future taxable income with respect to the utilization of these deferred tax assets. As a result, the net deferred tax liability is zero as of December 31, 2019.

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

	December 31,
	2019			2018
Deferred tax assets:
Net operating loss carryforward	$	9,362,936		$	9,819,344
Tax credits		205,028			333,673
Lease liabilities		25,768			-
Accruals and reserves		278,648			1,616,359
Capital loss carryforwards		2,820,405			-
Tangible and intangible assets		325,754			315,493
Charitable donations		5,874			3,036
Total deferred tax assets before valuation allowance:		13,024,413			12,087,905
Valuation allowance		(12,212,147	)		(10,967,136	)
Deferred tax assets, net of valuation allowance		812,266			1,120,769

Deferred tax liabilities:
Right-of-use assets	$	(25,409	)		-
Tangible and intangible assets		(786,857	)	$	(1,486,166	)
Total deferred tax liabilities	$	(812,266	)	$	(1,486,166	)

Net deferred tax liability	$	-		$	(365,397	)

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 10 - COMMITMENTS AND CONTINGENCIES

LEGAL MATTERS

Subsequent to December 31, 2019, on February 24, 2020, Michael J. Orlando, a former executive officer and director of the Company, as Shareholder Representative, and the other stockholders of Fit Pay (collectively, the “Fit Pay Shareholders”), filed a lawsuit in the United States District Court for the Southern District of New York against the Company, CrowdOut Capital, LLC, and Garmin International, Inc. (the “Complaint”). The Complaint alleges the Company has breached certain contractual obligations under a merger agreement, dated May 23, 2017, between Fit Pay and the Company (the “Merger Agreement”), regarding certain future, contingent earnout payments allegedly that could be owed to the Fit Pay Shareholders from future revenues (the “Earnout Payments”). The Company previously disclosed the Merger Agreement in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2017. The Complaint seeks monetary damages from the defendants. The Company believes that these claims are without merit and plans to vigorously defend the action.

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 the Complaint 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 leases office space and a fulfillment center in the U.S., which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at the lease inception. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are for office space and a fulfillment center, generally have a lease term between 3 and 5 years. The Company also leases a copier with a lease term of 5 years. The Company’s leases are comprised of fixed lease payments and also include executory costs such as common area maintenance, as well as property insurance and property taxes. The Company has elected to account for the lease and non-lease components as a single lease component for its real estate leases. Lease payments, which may include lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.

The Company’s lease agreements generally do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of the future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date. The Company did not have new or renewed leases commencing in 2019.

Certain of the Company’s lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 3 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in the Company’s ROU asset and lease liability) unless there is an economic, financial or business reason to do so.

For the year ended December 31, 2019, total operating lease cost was $167,754 and is recorded in cost of sales and selling, general and administrative expenses, dependent on the nature of the leased asset. The operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under non-cancelable lease for each of the next four years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate leases, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities recognized, and (iii) the lease-related account balances on the Company’s consolidated balance sheet, as of December 31, 2019:

Year Ending December 31,

2020	$	76,750
2021		18,186
2022		18,185
2023		12,124
Total future minimum lease payments	$	125,245
Less imputed interest		(15,204)
Total present value of future minimum lease payments	$	110,041

As of December 31, 2019

Operating lease right-of-use assets	$	108,508

Other accrued expenses	$	68,576
Other long-term liabilities	$	41,465
	$	110,041
As of December 31, 2019

Weighted Average Remaining Lease Term		1.2 years
Weighted Average Discount Rate		11.74	%

Prior to January 1, 2019, the Company accounted for its leases in accordance with Topic 842, “Leases.” At December 31, 2018, the Company was committed under operating leases for office space and a fulfillment center, which expired at various dates. As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and under previous lease accounting guidance, future minimum lease payments under non-cancelable operating leases as of December 31, 2018 totaled $173,062, comprised of $97,597 for 2019, $70,309 for 2020, and $5,156 for 2021.

Coronavirus – COVID-19

In early 2020, the coronavirus that causes COVID-19 was reported to have surfaced in China. The Company’s primary supply chain is located in China and other Asian-based locations. To date, the Company’s supply chain has not experienced any significant disruptions. The global spread of this virus has caused significant business disruption around the world including the United States, the primary area in which the Company operates and sells its products. The business disruption is currently expected to be temporary, however there is considerable uncertainty around the duration of the business disruption. Therefore, while the Company expects this matter to negatively impact the Company’s financial condition, results of operations, or cash flows, the extent of the financial impact and duration cannot be reasonably estimated at this time.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2019

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 11 - SUBSEQUENT EVENTS

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

On February 27, 2020, the Company issued 279,287 shares of its common stock to certain members of management under the Company’s incentive plans.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2019

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, 2019 and 2018.

Amortization expense estimated for each of the next five fiscal years, 2020 through 2024, is expected to 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, 2019

Accounting Policies [Abstract]

Schedule of Estimated Useful Life of Property and Equipment [Table Text Block]

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, 2019

Purchase Agreement [Member]

DISCONTINUED OPERATIONS (Tables) [Line Items]

Disposal Groups, Including Discontinued Operations [Table Text Block]

Total sales price	$	3,323,198
Net book value of discontinued operations⁽¹⁾		126,062
Write-off of goodwill related to acquisition of Fit Pay		(9,119,709	)
Write-off of unamortized other intangibles related to acquisition of Fit Pay		(2,674,607	)
Write-off of remaining contingent consideration		2,611,169
Transaction fees incurred		(254,880	)
Loss on sale of discontinued operations	$	(5,988,767	)

(1)	The net book value of discontinued operations at September 8, 2019 included cash of $113,148.

Manufacturing Agreement [Member]

DISCONTINUED OPERATIONS (Tables) [Line Items]

Disposal Groups, Including Discontinued Operations [Table Text Block]

	December 31,		December 31,
	2019		2018

Accounts receivable, net	$	-	$	125,318
Inventory, net		-		-
Prepaid expenses and other assets		-		96,909
Total current assets associated with discontinued operations	$	-	$	222,227
Property and equipment, net		-		38,793
Goodwill		-		9,119,709
Other intangible assets		-		3,112,224
Total non-current assets associated with discontinued operations	$	-	$	12,270,726

Accounts payable	$	-	$	175,982
Accrued expenses		-		185,978
Customer deposits		-		3,333
Total liabilities associated with discontinued operations	$	-	$	365,293

	For the Years Ended
	December 31,
	2019			2018

Net sales	$	625,771		$	1,696,414
Cost of sales		194,856			2,484,157
Gross profit (loss)		430,915			(787,743	)
Operating expenses		3,859,222			4,969,140
Interest expense		3,963			3,663
Income tax expense (benefit)		-			800
Loss from discontinued operations	$	(3,432,270	)	$	(5,761,346	)

- 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.

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+ Details

ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2019

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

	December 31,
	2019		2018
Salaries and payroll taxes	$	92,334	$	89,065
Consulting fees		53,563		236,000
Merchant bank fees		26,589		28,108
State income taxes		23,800		1,533
Professional fees		119,016		84,704
Management incentives		758,907		868,082
Interest expense		148,980		16,342
Lease liability		68,576		-
Dividends – Series C Preferred Stock		22,182		25,000
Agent and loan amendment fees		-		235,000
Other		178,164		117,727
Totals	$	1,492,111	$	1,701,561

DEBT REFINANCING (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Contractual Obligation, Fiscal Year Maturity [Table Text Block]

2020	$	2,062,500
2021		2,062,500
2022		9,183,377
Total term debt	$	13,308,377

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2019

Stockholders' Equity Note [Abstract]

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding at January 1, 2018		5,777,650		$	5.08		4.26	$	6,672,902
Issued		638,162			3.83		4.45		-
Exercised (1)		(1,325,000	)		1.94		-		-
Cancelled		(460	)		10.00		-		-
Outstanding and Exercisable at December 31, 2018		5,090,352		$	5.42		3.32	$	6,672,902
Issued		2,469,136			1.05		5.00		-
Exercised		-			-		-		-
Cancelled		(586,267	)		17.87		-		-
Outstanding and Exercisable at December 31, 2019		6,973,221		$	2.83		3.53	$	-

(1)

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	December 31,
	2019			2018
Current income tax provision from continuing operations
Federal	$	-		$	-
State		32,826			4,327
		32,826			4,327
Deferred income tax (benefit) from continuing operations
Federal		(3,589,359	)		(1,418,827	)
State		(542,836	)		(439,301	)
Change in valuation allowance from continuing operations		3,766,798			1,888,124
		(365,397	)		29,996

Income tax (benefit) provision from continuing operations		(332,571	)		34,323

Income tax provision (benefit) from discontinued operations		-			800
Total income tax provision (benefit)	$	(332,571	)	$	35,123

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	December 31,
	2019			2018
U.S. federal statutory rate		21.00	%		21.00	%
State income tax rate, net of federal benefit		7.83			12.89
Other permanent differences		(4.59	)		(5.63	)
Loss on sale of Fit Pay		45.02			-
Less: valuation allowance		(56.95	)		(30.91	)
Provision for income taxes		(12.31	)%		(2.65	)%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	December 31,
	2019			2018
Deferred tax assets:
Net operating loss carryforward	$	9,362,936		$	9,819,344
Tax credits		205,028			333,673
Lease liabilities		25,768			-
Accruals and reserves		278,648			1,616,359
Capital loss carryforwards		2,820,405			-
Tangible and intangible assets		325,754			315,493
Charitable donations		5,874			3,036
Total deferred tax assets before valuation allowance:		13,024,413			12,087,905
Valuation allowance		(12,212,147	)		(10,967,136	)
Deferred tax assets, net of valuation allowance		812,266			1,120,769

Deferred tax liabilities:
Right-of-use assets	$	(25,409	)		-
Tangible and intangible assets		(786,857	)	$	(1,486,166	)
Total deferred tax liabilities	$	(812,266	)	$	(1,486,166	)

Net deferred tax liability	$	-		$	(365,397	)

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

Year Ending December 31,

2020	$	76,750
2021		18,186
2022		18,185
2023		12,124
Total future minimum lease payments	$	125,245
Less imputed interest		(15,204)
Total present value of future minimum lease payments	$	110,041

Lease, Cost [Table Text Block]

As of December 31, 2019

Operating lease right-of-use assets	$	108,508

Other accrued expenses	$	68,576
Other long-term liabilities	$	41,465
	$	110,041
As of December 31, 2019

Weighted Average Remaining Lease Term		1.2 years
Weighted Average Discount Rate		11.74	%

ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES (Details) - USD ($)	Sep. 09, 2019	Aug. 06, 2019
Accounting Policies [Abstract]
Non-interest bearing working capital		$ 500,000
Sale of subsidiary	$ 3,320,000

LIQUIDITY AND MANAGEMENT PLANS (Details) - USD ($)	12 Months Ended
LIQUIDITY AND MANAGEMENT PLANS (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating income from continuing operations	$ 2,577,791	$ 587,489
Net loss from continuing operations	(2,368,418)	(1,328,616)
Cash	1,587,250	425,189
Stockholders' equity	6,714,588	$ 14,736,758	$ 19,130,167
Working capital deficiency	2,308,407
Net proceeds exercise of common stock warrants	3,214,042
Operating expenses	$ 3,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Apr. 02, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Restricted cash	$ 150,130	$ 1,189,452
Percentage of cash transfer	50.00%
Cash	$ 1,587,250	425,189
Freight charges	605,067	658,889
Allowance for doubtful accounts	126,733	126,733
Inventory raw materials	167,357
Inventory finished goods	1,135,922	870,513
Prepaid inventory	201,496	317,488
Goodwill		9,119,709
Amortization expense of intangible assets	761,815	$ 761,815
Amortization expense estimated for 2020	$ 762,000
Potentially dilutive securities (in Shares)			2,469,136
Shares, Outstanding (in Shares)	267,516	269,820
Logic Mark Investment Partners [Member] \| Patents [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Fair value of patents	$ 2,818,434	$ 3,191,159
Other intangible assets, estimated useful lives	11 years
Logic Mark Investment Partners [Member] \| Trademarks [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Fair value of trademarks	$ 1,041,370	1,104,246
Other intangible assets, estimated useful lives	20 years
Logic Mark Investment Partners [Member] \| Customer Relationships [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Fair value of customer relationships	$ 2,140,473	2,466,687
Other intangible assets, estimated useful lives	10 years
Acquisition Of Logicmark Llc [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Restricted cash		$ 998,950
Warrant [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Potentially dilutive securities (in Shares)	6,973,221	5,090,352

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of estimated useful life of property and equipment	12 Months Ended
	Dec. 31, 2019
Equipment [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of estimated useful life of property and equipment [Line Items]
Estimated useful life	5 years
Minimum [Member] \| Furniture and Fixtures [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of estimated useful life of property and equipment [Line Items]
Estimated useful life	3 years
Minimum [Member] \| Tooling and molds [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of estimated useful life of property and equipment [Line Items]
Estimated useful life	2 years
Maximum [Member] \| Furniture and Fixtures [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of estimated useful life of property and equipment [Line Items]
Estimated useful life	5 years
Maximum [Member] \| Tooling and molds [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of estimated useful life of property and equipment [Line Items]
Estimated useful life	3 years

DISCONTINUED OPERATIONS (Details) - USD ($)				12 Months Ended
DISCONTINUED OPERATIONS (Details) - USD ($)	Sep. 09, 2019	Sep. 08, 2019	Aug. 07, 2019	Dec. 31, 2019	Dec. 31, 2018
DISCONTINUED OPERATIONS (Details) - Schedule of discontinued operations (Purchase Agreement) [Line Items]
Common stock, shares issued (in Shares)				30,048,854	25,228,072
Common stock, shares outstanding (in Shares)				30,048,854	25,228,072
Common Stock, Par or Stated Value Per Share (in Dollars per share)				$ 0.0001	$ 0.0001
Discontinued operations included cash		$ 113,148
Revenue				$ 625,771	$ 1,696,414
Accounts receivable, net					125,318
Purchase Agreement [Member]
DISCONTINUED OPERATIONS (Details) - Schedule of discontinued operations (Purchase Agreement) [Line Items]
Common stock, shares issued (in Shares)	1,000
Common stock, shares outstanding (in Shares)	1,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001
Purchase price	$ 3,320,000		$ 500,000
Loss on sale of discontinued operations	$ 5,988,767
WVH [Member]
DISCONTINUED OPERATIONS (Details) - Schedule of discontinued operations (Purchase Agreement) [Line Items]
Revenue					737,993
Accounts receivable, net					$ 0

DISCONTINUED OPERATIONS (Details) - Schedule of discontinued operations (Purchase Agreement) - Purchase Agreement [Member]

12 Months Ended

Dec. 31, 2019

USD ($)

DISCONTINUED OPERATIONS (Details) - Schedule of discontinued operations (Purchase Agreement) [Line Items]

Total sales price

$ 3,323,198

Net book value of discontinued operations

126,062

^[1]

Write-off of goodwill related to acquisition of Fit Pay

(9,119,709)

Write-off of unamortized other intangibles related to acquisition of Fit Pay

(2,674,607)

Write-off of remaining contingent consideration

2,611,169

Transaction fees incurred

(254,880)

Loss on sale of discontinued operations

$ (5,988,767)

[1]	The net book value of discontinued operations at September 8, 2019 included cash of $113,148.

DISCONTINUED OPERATIONS (Details) - Schedule of discontinued operations (Manufacturing Agreement) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Schedule of discontinued operations (Manufacturing Agreement) [Abstract]
Accounts receivable, net		$ 125,318
Inventory, net
Prepaid expenses and other assets		96,909
Total current assets associated with discontinued operations		222,227
Property and equipment, net		38,793
Goodwill		9,119,709
Other intangible assets		3,112,224
Total non-current assets associated with discontinued operations		12,270,726
Accounts payable		175,982
Accrued expenses		185,978
Customer deposits		3,333
Total liabilities associated with discontinued operations		365,293
Net sales	625,771	1,696,414
Cost of sales	194,856	2,484,157
Gross profit (loss)	430,915	(787,743)
Operating expenses	3,859,222	4,969,140
Interest expense	3,963	3,663
Income tax expense (benefit)		800
Loss from discontinued operations	$ (3,432,270)	$ (5,761,346)

ACCRUED EXPENSES (Details) - Schedule of accrued expenses - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Salaries and payroll taxes	$ 92,334	$ 89,065
Consulting fees	53,563	236,000
Merchant bank fees	26,589	28,108
State income taxes	23,800	1,533
Professional fees	119,016	84,704
Management incentives	758,907	868,082
Interest expense	148,980	16,342
Lease liability	68,576
Dividends – Series C Preferred Stock	22,182	25,000
Agent and loan amendment fees		235,000
Other	178,164	117,727
Totals	$ 1,492,111	$ 1,701,561

DEBT REFINANCING (Details) - USD ($)			1 Months Ended	12 Months Ended
DEBT REFINANCING (Details) - USD ($)	May 03, 2019	May 03, 2019	May 24, 2018	Dec. 31, 2019	Dec. 31, 2018	Sep. 30, 2019
DEBT REFINANCING (Details) [Line Items]
Percentage of term loan bears interest rate				6.50%
Credit agreement, description				Pursuant to the terms and conditions of the Credit Agreement with the lender, LogicMark was required to deposit 50% of its excess cash flow generated into a restricted bank account for a maximum period of one (1) year. The Company’s restricted cash balance at December 31, 2018 included $998,950 related to LogicMark’s excess cash flow generated.
Debt discount amortization				$ 656,393	$ 291,721
Principal repayments				$ 3,191,623
Long-term Construction Loan						$ 1,988,498
Credit agreement, description				The deferred debt issue costs include an exit fee of $1,072,500 which is equivalent to 6.5% of the term loan amount borrowed from CrowdOut Capital.
Exit fee				$ 1,072,500
Unamortized debt issuance expense				1,015,311
Loss on extinguishment of debt				(2,343,879)	(68,213)
Debt Instrument, Unamortized Discount, Current				571,260
Legal fees due to Sagard Holdings Manager L.P				$ 757,308
Term Loan [Member]
DEBT REFINANCING (Details) [Line Items]
Principal amount		$ 16,500,000	$ 16,000,000
Percentage of term loan bears interest rate	11.00%	11.00%	9.50%	13.00%
Deferred debt issue costs			$ 1,253,970	$ 1,831,989
Amortized of the deferred debt issuance costs				86,969	151,690
Debt discount			$ 705,541	244,070
Principal repayments				1,203,125
Amortized of deferred debt issue costs				569,424
Unamortized debt issuance expense				1,262,565
Loss on extinguishment of debt	$ 2,343,879
Lender Concentration Risk [Member]
DEBT REFINANCING (Details) [Line Items]
Principal amount		$ 412,500		168,430
Warrants and Registration Rights [Member]
DEBT REFINANCING (Details) [Line Items]
Debt discount amortization				$ 48,932	$ 85,348

DEBT REFINANCING (Details) - Schedule of maturity of the Company's debt	Dec. 31, 2019 USD ($)
Schedule of maturity of the Company's debt [Abstract]
2020	$ 2,062,500
2021	2,062,500
2022	9,183,377
Total term debt	$ 13,308,377

STOCKHOLDERS' EQUITY (Details) - USD ($)							12 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($)	Jul. 11, 2019	Apr. 02, 2019	Jan. 08, 2019	Sep. 14, 2018	Aug. 24, 2017	Jan. 04, 2013	Dec. 31, 2019	Dec. 31, 2018
STOCKHOLDERS' EQUITY (Details) [Line Items]
Common stock, par value (in Dollars per share)							$ 0.0001	$ 0.0001
Aggregate offering price							$ 1,299,042
Warrants to purchase shares of exercisable, description		the Company entered into a Securities Purchase agreement with an investor in connection with a registered direct public offering of 2,469,136 shares of the Company’s common stock. The shares of common stock were offered at a price of $0.81 per share and the Company received $1,915,000 in net proceeds from the sale.
Warrants to purchase aggregate outstanding (in Shares)		2,469,136
Warrant exercise price (in Dollars per share)		$ 1.05
Employee bonus expense							200,000	$ 909,364
Common stock fair value for fully-vested services rendered							614,490	$ 846,983
Additional common stock issued (in Shares)								26,509
Payment of interest expense								$ 59,380
Preferred stock dividend							$ (150,000)	$ (100,000)
Percentage of owner ship of voting stock							50.00%
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.
Warrant [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Warrants to purchase aggregate outstanding (in Shares)							6,973,221	5,090,352
Converted shares of common stock (in Shares)								437,018
Purchase warrants of common stock (in Shares)								1,075,000
Description of warrants								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.
Net proceeds								$ 425,000
Long-Term Stock Incentive Plan [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Common stock shares issued (in Shares)							576,525
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 of directors, 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 592,223 shares of common stock at January 1, 2020.
Management Incentive Plan [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Common stock voting rights, description					The aggregate maximum number of shares of common stock (including shares underlying options) that may be issued under the 2017 SIP pursuant to awards of restricted shares or options will be limited to 10% of the outstanding shares of common stock, which calculation shall be made on the first (1st) business day of each new fiscal year; provided that for fiscal year 2017, 1,500,000 shares of common stock may be delivered to participants under the 2017 SIP. Thereafter, the 10% provision shall govern the 2017 SIP.
2017 Management Incentive Plan [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Aggregate shares of common stock (in Shares)								322,185
Warrant Amendment And Exercise Agreement [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Warrants to purchase aggregate outstanding (in Shares)								150,000
Warrant exercise price (in Dollars per share)								$ 2.00
Warrant modification expense								$ 179,640
Warrant Amendment And Exercise Agreement [Member] \| Old Warrant [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Warrants to purchase aggregate outstanding (in Shares)				3,273,601
Warrant exercise price (in Dollars per share)				$ 1.50
Warrant Amendment And Exercise Agreement [Member] \| Old Warrant [Member] \| Maximum [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Warrant exercise price (in Dollars per share)								$ 2.00
Warrant Amendment And Exercise Agreement [Member] \| Old Warrant [Member] \| Minimum [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Warrant exercise price (in Dollars per share)								$ 1.50
Warrant Amendment And Exercise Agreement [Member] \| New Warrant [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Closing price premium percentage				30.00%
Series C Preferred Stock [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Cumulative dividends rate							5.00%
Preferred stock dividend	$ 50,000						$ 150,000	$ 100,000
Old Warrant [Member] \| Warrant Amendment And Exercise Agreement [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Warrant modification expense								165,640
AllianceGlobalPartners [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Common stock, par value (in Dollars per share)			$ 0.0001
Aggregate offering price			$ 15,000,000				35,000
Fixed interest rate related to the interest rate compansation			3.00%
Net proceeds from common stock sold							$ 1,299,042
Common stock shares issued (in Shares)							1,113,827
Director [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Common stock fair value for fully-vested services rendered								$ 375,111
Director [Member] \| Long-Term Stock Incentive Plan [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Aggregate fair value							$ 360,000
Non Executive Employees [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Common stock shares issued (in Shares)								317,700
Converted shares of common stock (in Shares)							372,078
Common stock fair value for fully-vested services rendered							$ 254,490	$ 534,163
Aggregate shares of common stock (in Shares)								317,576
Non Executive Employees [Member] \| 2017 Management Incentive Plan [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Aggregate fair value							$ 216,267
Aggregate fair value, shares (in Shares)							289,216
Executive Officer [Member] \| Long-Term Stock Incentive Plan [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Aggregate fair value								$ 546,694
Investor [Member] \| Warrant Amendment And Exercise Agreement [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Warrants to purchase aggregate outstanding (in Shares)				3,273,601
Warrant exercise price (in Dollars per share)				$ 2.00

STOCKHOLDERS' EQUITY (Details) - Summary of warrants outstanding and exercisable - Warrant [Member] - USD ($)

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Number of Warrants

STOCKHOLDERS' EQUITY (Details) - Summary of warrants outstanding and exercisable [Line Items]

Number of Warrants, Outstanding

5,090,352

5,777,650

Number of Warrants, Issued

2,469,136

638,162

Number of Warrants, Exercised

(1,325,000)

^[1]

Number of Warrants, Cancelled

(586,267)

(460)

Number of Warrants, Outstanding

6,973,221

5,090,352

Weighted Average Exercise Price

STOCKHOLDERS' EQUITY (Details) - Summary of warrants outstanding and exercisable [Line Items]

Weighted Average Exercise Price, Outstanding

$ 5.42

$ 5.08

Weighted Average Exercise Price, Issued

1.05

3.83

Weighted Average Exercise Price, Exercised

1.94

^[1]

Weighted Average Exercise Price, Cancelled

17.87

10.00

Weighted Average Exercise Price, Outstanding

$ 2.83

$ 5.42

Weighted Average Remaining Life In Years

STOCKHOLDERS' EQUITY (Details) - Summary of warrants outstanding and exercisable [Line Items]

Weighted Average Remaining Life In Years, Outstanding

4 years 94 days

Weighted Average Remaining Life In Years, Issued

5 years

4 years 164 days

Weighted Average Remaining Life In Years, Exercised

^[1]

Weighted Average Remaining Life In Years, Cancelled

Weighted Average Remaining Life In Years, Outstanding

3 years 193 days

3 years 116 days

Aggregate Intrinsic Value

STOCKHOLDERS' EQUITY (Details) - Summary of warrants outstanding and exercisable [Line Items]

Aggregate Intrinsic Value, Outstanding

$ 6,672,902

Aggregate Intrinsic Value, Issued

Aggregate Intrinsic Value, Exercised

^[1]

Aggregate Intrinsic Value, Cancelled

Aggregate Intrinsic Value, Outstanding

$ 6,672,902

[1]

INCOME TAXES (Details)	12 Months Ended
INCOME TAXES (Details)	Dec. 31, 2019 USD ($) shares
INCOME TAXES (Details) [Line Items]
Shares issued in connection with the management incentive plan, shares (in Shares) \| shares	11,779,190
Tax credit carryforwards	$ 205,028
Tax credit carryforward, description	The tax credit carryforwards will begin to expire beginning in 2033.
Net deferred tax liability	$ 0
Federal [Member]
INCOME TAXES (Details) [Line Items]
Net operating loss carryovers	39,434,056
State [Member]
INCOME TAXES (Details) [Line Items]
Net operating loss carryovers	$ 23,783,357

INCOME TAXES (Details) - Schedule of income tax (benefit) provision - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Current income tax provision from continuing operations
Federal
State	32,826	4,327
Total Current income tax provision from continuing operations	32,826	4,327
Deferred income tax (benefit) from continuing operations
Federal	(3,589,359)	(1,418,827)
State	(542,836)	(439,301)
Change in valuation allowance from continuing operations	3,766,798	1,888,124
Total Deferred income tax (benefit) from continuing operations	(365,397)	29,996
Income tax (benefit) provision from continuing operations	(332,571)	34,323
Income tax provision (benefit) from discontinued operations		800
Total income tax provision (benefit)	$ (332,571)	$ 35,123

INCOME TAXES (Details) - Schedule of reconciliation of effective income tax rate and statutory federal income tax rate	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Schedule of reconciliation of effective income tax rate and statutory federal income tax rate [Abstract]
U.S. federal statutory rate	21.00%	21.00%
State income tax rate, net of federal benefit	7.83%	12.89%
Other permanent differences	(4.59%)	(5.63%)
Loss on sale of Fit Pay	45.02%
Less: valuation allowance	(56.95%)	(30.91%)
Provision for income taxes	(12.31%)	(2.65%)

INCOME TAXES (Details) - Schedule of deferred tax assets and liabilities - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Net operating loss carryforward	$ 9,362,936	$ 9,819,344
Tax credits	205,028	333,673
Lease liabilities	25,768
Accruals and reserves	278,648	1,616,359
Capital loss carryforwards	2,820,405
Tangible and intangible assets	325,754	315,493
Charitable donations	5,874	3,036
Total deferred tax assets before valuation allowance:	13,024,413	12,087,905
Valuation allowance	(12,212,147)	(10,967,136)
Deferred tax assets, net of valuation allowance	812,266	1,120,769
Deferred tax liabilities:
Right-of-use assets	(25,409)
Tangible and intangible assets	(786,857)	(1,486,166)
Total deferred tax liabilities	$ (812,266)	(1,486,166)
Net deferred tax liability		$ (365,397)

COMMITMENTS AND CONTINGENCIES (Details)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Real estate lease term, description	The Company’s real estate leases, which are for office space and a fulfillment center, generally have a lease term between 3 and 5 years. The Company also leases a copier with a lease term of 5 years.
Lease term renewal term, description	Leases with renewal options allow the Company to extend the lease term typically between 1 and 3 years.
Operating lease cost	$ 167,754
Operating lease straight line basis lease term, description	The following summarizes (i) the future minimum undiscounted lease payments under non-cancelable lease for each of the next four years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate leases, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities recognized, and (iii) the lease-related account balances on the Company’s consolidated balance sheet, as of December 31, 2019:
Operating lease, description	As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and under previous lease accounting guidance, future minimum lease payments under non-cancelable operating leases as of December 31, 2018 totaled $173,062, comprised of $97,597 for 2019, $70,309 for 2020, and $5,156 for 2021.

COMMITMENTS AND CONTINGENCIES (Details) - Schedule of future lease obligation	Dec. 31, 2019 USD ($)
Schedule of future lease obligation [Abstract]
2020	$ 76,750
2021	18,186
2022	18,185
2023	12,124
Total future minimum lease payments	125,245
Less imputed interest	(15,204)
Total present value of future minimum lease payments	$ 110,041

COMMITMENTS AND CONTINGENCIES (Details) - Schedule of lease expense - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Schedule of lease expense [Abstract]
Operating lease right-of-use assets	$ 108,508
Other accrued expenses	68,576
Other long-term liabilities	41,465
Total	$ 110,041
Weighted Average Remaining Lease Term	1 year 73 days
Weighted Average Discount Rate	11.74%

SUBSEQUENT EVENTS (Details)	1 Months Ended
SUBSEQUENT EVENTS (Details)	Feb. 27, 2020 shares
Subsequent Event [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Issuance of common stock, shares	279,287