0001213900-21-027209 | 10-Q | XBRL Viewer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	May 14, 2021
Document Information Line Items
Entity Registrant Name	Nxt-ID, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		53,311,898
Amendment Flag	false
Entity Central Index Key	0001566826
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36616
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current Assets
Cash	$ 8,515,824	$ 4,387,416
Restricted cash	150,130	150,130
Accounts receivable, net	67,674	133,719
Inventory, net	780,479	767,351
Prepaid expenses and other current assets	536,268	455,553
Total Current Assets	10,050,375	5,894,169
Property and equipment:
Equipment	183,044	183,044
Furniture and fixtures	98,839	98,839
Tooling and molds	644,462	644,462
Property and equipment, gross	926,345	926,345
Accumulated depreciation	(913,149)	(897,137)
Property and equipment, net	13,196	29,208
Right-of-use assets	292,797	306,786
Goodwill	15,479,662	15,479,662
Other intangible assets, net of amortization of $3,553,950 and $3,366,105, respectively	5,050,617	5,238,462
Total Assets	30,886,647	26,948,287
Current Liabilities
Accounts payable	2,305,317	2,748,814
Accrued expenses	1,717,711	1,315,262
Short-term debt	45,000	346,390
Term loan facility - current	2,062,500	2,062,500
Total Current Liabilities	6,130,528	6,472,966
Term loan facility, net of debt discount of $60,055 and $137,855, respectively, and deferred debt issuance costs of $310,665 and $713,119, respectively	3,147,032	8,182,403
Other long-term liabilities	1,311,209	1,326,409
Total Liabilities	10,588,769	15,981,778
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 March 31, 2021 and December 31, 2020, respectively	1,807,300	1,807,300
Stockholders’ Equity
Preferred stock, value
Common Stock, par value $0.0001 per share: 100,000,000 shares authorized; 53,311,898 and 40,619,974 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	5,331	4,062
Additional paid-in capital	89,616,202	74,583,144
Accumulated deficit	(71,130,955)	(65,427,997)
Total Stockholders’ Equity	18,490,578	9,159,209
Total Liabilities, Series C Preferred Stock and Stockholders’ Equity	30,886,647	26,948,287
Series A Preferred Stock
Stockholders’ Equity
Preferred stock, value
Series B Preferred Stock
Stockholders’ Equity
Preferred stock, value
Series D Preferred Stock
Stockholders’ Equity
Preferred stock, value
Seried E Preferred Stock
Stockholders’ Equity
Preferred stock, value

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Other intangible assets, net of amortization (in Dollars)	$ 3,553,950	$ 3,366,105
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	53,311,898	40,619,974
Common stock, shares outstanding	53,311,898	40,619,974
Term Loan Facility
Net of debt discount (in Dollars)	$ 60,055	$ 137,855
Deferred debt issuance costs (in Dollars)	$ 310,665	$ 713,119
Series C Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated	2,000	2,000
Preferred stock, shares issued	2,000	2,000
Preferred stock, shares outstanding	2,000	2,000
Series A Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated	3,125,000	3,125,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated	4,500,000	4,500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series D Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated	1,515,151	1,515,151
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Seried E Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated	1,476,016	1,476,016
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenues	$ 2,438,682	$ 3,744,029
Cost of goods sold	888,093	948,124
Gross Profit	1,550,589	2,795,905
Operating Expenses
General and administrative	1,498,123	844,206
Selling and marketing	560,441	725,681
Research and development	274,915	186,612
Total Operating Expenses	2,333,479	1,756,499
Operating (Loss) Income	(782,890)	1,039,406
Other Income and (Expense)
Interest expense	(861,248)	(601,342)
Warrant modification expense	(2,881,729)
Forgiveness of PPP loan and accrued interest	303,710
Total Other Expense, Net	(3,439,267)	(601,342)
(Loss) Income before Income Taxes	(4,222,157)	438,064
Provision for Income Taxes
Net (Loss) Income	(4,222,157)	438,064
Preferred stock dividends, including deemed dividend on redeemable Series E convertible preferred stock	(1,555,801)	(25,000)
Net (Loss) Income applicable to Common Stockholders	$ (5,777,958)	$ 413,064
Net (Loss) Income Per Share – Basic and Diluted (in Dollars per share)	$ (0.12)	$ 0.01
Weighted Average Number of Common Shares Outstanding – Basic and Diluted (in Shares)	48,192,546	30,153,203

Condensed Consolidated Statement of Changes in Equity (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
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
Issuance of stock options for services			40,000		40,000
Shares issued in connection with the management incentive plan for 2017 and 2018		$ 28	116,600		116,628
Shares issued in connection with the management incentive plan for 2017 and 2018 (in Shares)		279,287
Net income (loss)				438,064	438,064
Preferred stock dividends			(25,000)		(25,000)
Balance at Mar. 31, 2020		$ 3,033	68,647,274	(61,366,027)	7,284,280
Balance (in Shares) at Mar. 31, 2020		30,328,141
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
Balance at Dec. 31, 2020		$ 4,062	74,583,144	(65,427,997)	9,159,209
Balance (in Shares) at Dec. 31, 2020		40,619,974
Issuance of stock options for services			40,000		40,000
Issuance of Series E preferred stock, net	$ 4,000,003				4,000,003
Issuance of Series E preferred stock, net (in Shares)	1,476,016
Conversion of Series E preferred stock to common stock	$ (4,000,003)	$ 295	3,999,708
Conversion of Series E preferred stock to common stock (in Shares)	(1,476,016)	2,952,032
Deemed dividend related to beneficial conversion feature of Series E preferred stock			1,480,801	(1,480,801)
Exercise of common stock purchase warrants for cash		$ 537	6,669,957		6,670,494
Exercise of common stock purchase warrants for cash (in Shares)		5,367,737
Exercise of common stock purchase warrants on a cashless basis		$ 424	(424)
Exercise of common stock purchase warrants on a cashless basis (in Shares)		4,239,329
Warrant modification expense recorded in connection with the issuance of replacement warrants			2,881,729		2,881,729
Shares issued in connection with the management incentive plans for 2018 and 2019		$ 13	80,443		80,456
Shares issued in connection with the management incentive plans for 2018 and 2019 (in Shares)		132,826
Fees incurred in connection with equity warrants			(44,156)		(44,156)
Net income (loss)				(4,222,157)	(4,222,157)
Preferred stock dividends			(75,000)		(75,000)
Balance at Mar. 31, 2021		$ 5,331	$ 89,616,202	$ (71,130,955)	$ 18,490,578
Balance (in Shares) at Mar. 31, 2021		53,311,898

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash Flows from Operating Activities
Net (Loss) Income	$ (4,222,157)	$ 438,064
Adjustments to reconcile net (loss) income to net cash used in operating activities of continuing operations:
Depreciation	16,012	16,898
Stock based compensation	40,000	40,000
Amortization of debt discount	77,800	28,672
Amortization of intangible assets	187,845	187,845
Amortization of deferred debt issuance costs	402,454	148,317
Non-cash charge for modification of warrant terms	2,881,729
Forgiveness of PPP loan and accrued interest	(303,710)
Changes in operating assets and liabilities:
Accounts receivable	66,045	2,563
Inventory	(13,128)	353,496
Prepaid expenses and other current assets	(80,715)	(96,792)
Accounts payable	(518,601)	(402,711)
Accrued expenses	463,660	(199,092)
Total Adjustments	3,219,391	79,196
Net Cash (Used in) Provided by Operating Activities	(1,002,766)	517,260
Net Cash Used in Investing Activities
Cash Flows from Financing Activities
Term loan repayment	(5,515,625)	(665,625)
Proceeds received in connection with issuance of Series E preferred stock, net	4,000,003
Proceeds from exercise of common stock warrants	6,670,494
Payment of closing related fees	(23,698)
Net Cash Provided by (Used in) Financing Activities	5,131,174	(665,625)
Net Increase (Decrease) in Cash and Restricted Cash	4,128,408	(148,365)
Cash and Restricted Cash – Beginning of Period	4,537,546	1,737,380
Cash and Restricted Cash – End of Period	8,665,954	1,589,015
Cash paid during the periods for:
Interest	443,975	431,804
Taxes	25,999	16,351
Non-cash financing activities:
Accrued fees incurred in connection with equity offerings	20,458
Common Stock issued in connection with management incentive plans	80,456	116,628
Issuance of common stock in connection with conversion of Series E preferred stock	4,000,003
Accrued Series C Preferred Stock dividends	$ 75,000	$ 25,000

Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

Note 1 – Organization and Basis of Presentation

Organization and Principal Business Activities

Nxt-ID, Inc. (“Nxt-ID” or the “Company”) was incorporated in the State of Delaware on February 8, 2012. The Company provides technology products and services for healthcare applications. The Company evaluates the performance of its business on, among other things, profit and loss from operations. The Company has extensive experience in access control, biometric and behavior-metric identity verification, security and privacy, encryption and data protection, payments, miniaturization, sensor technologies, and healthcare applications.

The Company’s wholly-owned subsidiary, LogicMark LLC (“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.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of March 31, 2021, and for the three months ended March 31, 2021 and 2020 have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC and on the same basis as the Company prepares its annual audited consolidated financial statements. The unaudited condensed consolidated balance sheet as of March 31, 2021 and the condensed consolidated statements of operations, changes in equity and cash flows for the three months ended March 31, 2021 and March 31, 2020 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, or for any future interim period. The condensed consolidated balance sheet at December 31, 2020 has been derived from audited consolidated financial statements. However, it does not include all of the information and notes required by U.S. GAAP for complete consolidated financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and the notes thereto included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 15, 2021.

Liquidity

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

LIQUIDITY

Note 2 – Liquidity

The Company generated an operating loss of $782,890 and a net loss of $4,222,157 during the three months ended March 31, 2021. As of March 31, 2021, the Company had cash and stockholders’ equity of $8,515,824 and $18,490,578, respectively. At March 31, 2021, the Company had working capital of $3,919,847.

Given the Company’s cash position at March 31, 2021 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 increase its working capital and to accelerate the execution of its long-term strategic plan to develop and commercialize its core products and to fulfill its product development commitments.

As described in Note 6, the coronavirus could continue to significantly impact the Company’s business, which would require the Company to raise funds to assist with its working capital needs.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 3 – Summary Of Significant Accounting Policies

Use of estimates in the financial statements

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions including those related to the fair value of acquired assets and liabilities, stock based compensation, derivative instruments, income taxes, accounts receivable and inventories, right-of-use assets and other matters that affect the condensed consolidated financial statements and disclosures. Actual results could differ from those estimates.

Principles of consolidation

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

Revenue Recognition

The Company’s revenues consist of product sales to either end customers or to distributors and its sales are recognized at a point-in-time under the core principle of recognizing revenue when control of the product transfers to the customer. The Company recognizes revenue when it ships or delivers the product from its fulfillment center to its customer, when the customer accepts and has legal title of the product, and the Company has a present right to payment for the product. For the three months ended March 31, 2021 and 2020, the Company had no sales recognized over time. The Company invoices its customers at the same time that the Company’s performance obligation is satisfied. The Company generally receives customer orders with a specified delivery date and orders typically fluctuate from month-to-month based on customer demand and general business conditions.

The Company offers standard product warranty coverage which provides assurance that the Company’s products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment. The Company’s warranty liabilities and related expense have not been material and were not material in the accompanying condensed consolidated financial statements as of March 31, 2021 and December 31, 2020, and for the three months ended March 31, 2021 and 2020.

Accounts Receivable

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 March 31, 2021 and December 31, 2020, the Company had an allowance for doubtful accounts of $52,111 and $126,733, respectively.

Inventory

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. As of March 31, 2021, inventory was comprised of $204,695 in raw materials and $575,784 in finished goods on hand. Inventory at December 31, 2020 was comprised of $199,523 in raw materials and $567,828 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 March 31, 2021 and December 31, 2020, the Company had prepaid inventory of $353,173 and $332,475, respectively. These prepayments were made primarily for finished goods inventory, and prepaid inventory is included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Other Intangible Assets

At March 31, 2021, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $2,353,804; trademarks of $962,990; and customer relationships of $1,733,823. At December 31, 2020, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $2,445,709; trademarks of $978,494; and customer relationships of $1,814,259. 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 three months ended March 31, 2021 and 2020, the Company had amortization expense of $187,845 and $187,845, respectively, related to the LogicMark intangible assets.

As of March 31, 2021, total amortization expense estimated for the remainder of fiscal year 2021 is approximately $574,000, and for each of the next five fiscal years, 2022 through 2026, the total amortization expense is estimated to be as follows: 2022 - $762,000; 2023 - $762,000; 2024 - $762,000; 2025 - $762,000; and 2026 - $619,000.

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 shares of common stock outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock options to purchase 363,640 shares of common stock and warrants to purchase 9,378,133 shares of common stock as of March 31, 2021 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of March 31, 2020, potentially dilutive securities from the exercise of stock options to purchase 114,288 shares of common stock and warrants to purchase 6,973,221 shares of common stock were excluded from the computation of diluted net loss per share because the exercise price of the common stock equivalents was greater than the average market price of the common shares for the three month period ended March 31, 2020.

Recent Accounting Pronouncements

Recent accounting standards that have been issued or proposed by the 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.

Debt Refinancing

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

DEBT REFINANCING

Note 4 – Debt refinancing

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 prior term loan facility with Sagard Holdings Manager LP and to pay other costs related to the refinancing. The original maturity date of the term loan with CrowdOut Capital LLC was May 3, 2022 and required the Company to make minimum principal payments over the three-year term amortized over 96 months. During the three months ended March 31, 2021, the Company made scheduled principal repayments totaling $515,625. On February 8, 2021, LogicMark entered into a second amendment to the senior secured term loan with CrowOut Capital LLC. Pursuant to the second amendment, LogicMark made a $5,000,000 voluntary prepayment on the principal amount of the term loan and paid a prepayment premium of $125,000, which was equivalent to 2.5% of the prepayment, rather than 5% of the prepayment as required by the Credit Agreement. The prepayment premium is included in interest expense for three months ended March 31, 2021 in the condensed consolidated statement of operations. In addition, the maturity date of the term loan was extended to March 22, 2023. 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 March 31, 2021). The Company incurred $412,500 in original issue discount for closing related fees charged by the Lender. During the three months ended March 31, 2021, the Company amortized $77,800 of the original issue discount which is included in interest expense in the condensed consolidated statement of operations. At March 31, 2021 the unamortized balance of the original issue discount was $60,055. 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 condensed consolidated balance sheet. During the three months ended March 31, 2021, the Company amortized $402,454 of the deferred debt issue costs which is included in interest expense in the condensed consolidated statements of operations. At March 31, 2021 the unamortized balance of deferred debt issue costs was $310,665.

Debt Maturity

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

2021 (remainder)	$	1,546,875
2022		2,062,500
2023		1,970,877
Total term debt	$	5,580,252

On November 16, 2020, the Company and CrowdOut Capital LLC, as administrative agent, entered into the first amendment to the senior secured term loan. In connection with the first amendment, CrowdOut Capital LLC, as administrative agent, agreed to modify the financial ratios contained in the senior secured term retroactively and prospectively. Based on the senior secured term loan, as amended, the Company was in compliance with such covenants at March 31, 2021.

Paycheck Protection Program

On each of May 6 and May 8, 2020, Nxt-ID Inc. and LogicMark, LLC, a wholly owned subsidiary of the Company (the “Borrowers”), respectively, received loans (the “Loans”) from Bank of America, NA in the aggregate amount of $346,390, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act, which was enacted on March 27, 2020.

The Loans, which are in the form of PPP promissory notes and agreements, dated May 1, 2020 (the “Note Agreements”), mature on May 6 and May 8, 2022, respectively, and bear interest at a rate of 1.00% fixed per annum, payable monthly commencing on November 6 and November 8, 2020, respectively. The Loans may be prepaid by the Borrowers at any time prior to maturity with no prepayment penalties. The Borrowers used the proceeds from the Loans for payroll, payroll taxes, and group healthcare benefits. Under the terms of the Note Agreements, certain amounts of the Loans may be forgiven if they are used for qualifying expenses, as described in the Note Agreements.

On March 2, 2021, the Company’s wholly-owned subsidiary, LogicMark, LLC received notification from the Small Business Administration that repayment of its loan under the Paycheck Protection Program in the amount of $301,390 plus accrued interest of $2,320 has been forgiven. The income resulting from the forgiveness of the PPP loan and accrued interest is included in other income in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2021. The Company has also applied for forgiveness of its PPP loan in the amount of $45,000; however, as of the date of this filing, the Company has not received formal notification from the SBA that such loan repayment has been forgiven.

Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

Note 5 – Stockholders’ Equity

February 2021 Offering

On February 2, 2021, the Company closed a registered direct offering pursuant to which the Company issued (i) an aggregate of 1,476,016 shares of Series E preferred stock, convertible into an aggregate of up to 2,952,032 shares of common stock, (ii) common stock purchase warrants to purchase up to an aggregate of 1,000,000 shares of common stock at an exercise price of $1.23 per share, subject to customary adjustments thereunder, which were exercisable immediately upon issuance and have a term of five years, and (iii) common stock purchase warrants to purchase up to an aggregate of 1,952,032 shares of common stock at an exercise price of $1.23 per share with a term of five and one-half (5.5) years first exercisable six (6) months after issuance, subject to customary adjustments thereunder, for gross proceeds of $4,000,003, before deducting any offering expenses. The Company will use the net proceeds from this offering for working capital and liability reduction purposes including additional term debt repayment. In February 2021, 1,476,016 shares of Series E preferred stock were converted into 2,952,032 shares of common stock. During the three months ended March 31, 2021, the Company recorded a deemed dividend of $1,480,801 from the beneficial conversion feature associated with the issuance of the Series E convertible preferred stock and warrants.

December 2020 Offering

On December 18, 2020, the Company closed a registered direct offering pursuant to which the Company issued (i) an aggregate of 1,515,151 shares of Series D preferred stock, convertible into an aggregate of up to 3,030,304 shares of common stock, (ii) common stock purchase warrants to purchase up to an aggregate of 1,000,000 shares of common stock at an exercise price of $0.49 per share, subject to customary adjustments thereunder, which were exercisable immediately upon issuance and have a term of five years, and (iii) common stock purchase warrants to purchase up to an aggregate of 5,060,606 shares of common stock at an exercise price of $0.49 per share with a term of five and one-half (5.5) years first exercisable six (6) months after issuance, subject to customary adjustments thereunder, for gross proceeds of $2,000,000, before deducting any offering expenses. The Company will use the net proceeds from this offering for working capital, new product initiatives and other general corporate purposes. On December 21, 2020, 1,515,151 shares of Series D preferred stock were converted into 3,030,304 shares of common stock. During the year ended December 31, 2020, the Company recorded a deemed dividend of $758,922 from the beneficial conversion feature associated with the issuance of the Series D convertible preferred stock and warrants.

July 2020 Offering

On July 14, 2020, the Company closed a registered direct offering of (i) an aggregate of 3,778,513 shares of the Company’s common stock, par value $0.0001 per share; (ii) pre-funded warrants to purchase up to an aggregate of 734,965 shares of Common Stock at an exercise price of $0.01 per share, subject to customary adjustments thereunder; (iii) registered warrants, with a term of five (5) years exercisable immediately upon issuance, to purchase an aggregate of up to 1,579,718 shares of Common Stock (at an exercise price of $0.50 per share, subject to customary adjustments thereunder; and (iv) unregistered warrants, with a term of five and one-half (5.5) years first exercisable six (6) months after issuance, to purchase an aggregate of up to 3,750,000 shares of Common Stock at an exercise price of $0.65 per share, subject to customary adjustments thereunder, for gross proceeds of $1,864,528, before deducting any offering expenses. The Company will continue to use the net proceeds from this Offering for working capital, new product initiatives and other general corporate purposes.

On July 28, 2020, the Company received proceeds of $7,350 in connection with the exercise of 734,965 pre-funded warrants to purchase common stock at an exercise price of $0.01.

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 1,201,715 shares of common stock at January 1, 2021.

On March 31, 2021, the Company issued an aggregate of 28,368 stock options to purchase shares of common stock under the LTIP to four (4) non-employee directors for serving on the Company’s board. The exercise price of these stock options is $1.41 and stock options were fully vested at the issuance date. The aggregate fair value of the stock options issued to the directors was $40,000.

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 three months ended March 31, 2021, the Company issued 132,826 shares of common stock with an aggregate fair value of $80,456 to certain employees related to the Company’s 2018 and 2019 management incentive plans.

During the three months ended March 31, 2021, the Company accrued $50,000 of management and employee bonus expense.

Warrants

On January 8, 2021, the Company entered into a Warrant Amendment and Exercise Agreement (the “Amendment Agreement”) with holders (the “Holder”) of a common stock purchase warrant, dated April 4, 2019, previously issued by the Company to the Holder (the “Original Warrant”).

In consideration for each exercise of the Original Warrant that occurs within 45 calendar days of the date of the Amendment Agreement, in addition to the issuance of the Warrant Shares (as defined in the Original Warrant) on or prior to the Warrant Share Delivery Date (as defined in the Original Warrant), the Company has agreed to deliver to the Investor a new warrant to purchase a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to the number of Original Warrants that the Holder has exercised pursuant to the terms of the Original Warrant, at an exercise price of $1.525 per share, which represents the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the date of the Amendment Agreement (the “New Warrants”). The Investor originally held Original Warrants exercisable for up to 2,469,136 shares of Common Stock, and, therefore, could receive up to an equivalent number of New Warrants. Under the terms and conditions of the Warrant Amendment and Exercise Agreement, the Investor could continue to exercise the Original Warrants after 45 calendar days of the date of the Amendment Agreement, but the Investor would not receive any New Warrants in consideration for the exercise of any Original Warrants exercised thereafter.

The Amendment Agreement contains customary representations, warranties and covenants by each of the Company and the Investor.

On January 29, 2021 and February 8, 2021, the Investor exercised 500,000 and 1,969,136, respectively of the Original Warrants. The New Warrants issued, are exercisable for up to the original expiration dates of the Original Warrants, which is April 4, 2024. The exercise price and number of shares issuable upon exercise of the New Warrants are subject to traditional adjustment 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 of Common Stock issuable upon exercise of the New Warrants, then the New Warrants may be exercised on a cashless (net exercise) basis pursuant to the formula provided in the New Warrants.

The Company intends to use the proceeds from the exercise of the Original Warrants for working capital purposes, the launch of new products and to reduce its debt outstanding.

The Company recorded a warrant modification expense of $2,881,729 for the three months ended March 31, 2021 resulting from the issuance of 2,469,136 replacement warrants with an exercise price of $1.525 for warrants that were exercised during the three months ended March 31, 2021.

As of March 31, 2021, the Company had outstanding warrants to purchase an aggregate of 9,378,133 shares of common stock with a weighted average exercise price and remaining life of $1.70 and 3.71 years, respectively. During the three months ended March 31, 2021, 86,072 warrants expired. At March 31, 2021, the warrants had an aggregate intrinsic value of $2,328,639.

During the three months ended March 31, 2021, 3,749,000 warrants were exercised on a cashless basis and were converted into 2,073,687 shares of common stock.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Note 6 – Commitments and Contingencies

Legal Matters

On February 24, 2020, Michael J. Orlando, as shareholder representative (the “Shareholder Representative”), and the other stockholders of Fit Pay, Inc. (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”). See Orlando v. Nxt-ID, Inc. No. 20-cv-1604 (S.D.N.Y.). The Complaint alleges that the Company has breached certain contractual obligations under a merger agreement, dated May 23, 2017, between Fit Pay, Inc. and the Company, regarding certain future, contingent earnout payments allegedly that could be owed to the Fit Pay Shareholders from future revenues. The Complaint seeks unspecified monetary damages from the defendants. The Company believes that these claims are without merit and is vigorously defending the action. On May 12, 2020, the Company filed an answer and counterclaims alleging, among other things, fraud and breach of fiduciary duty of the Shareholder Representative as well as arguing that the Shareholder Representative should be estopped from pursuing these claims. The Company has moved for summary judgment to have the lawsuit dismissed. The Company has been able to successfully stay discovery pending the court’s ruling on motions to dismiss by Garmin International, Inc. and CrowdOut Capital, LLC. In March 2021, following our successful application to stay all discovery, the court granted CrowdOut’s and Garmin’s separate motions to dismiss. Orlando’s claim against the Company still remains and the Company’s motion for summary judgment is still pending.

In connection with the sale of Fit-Pay, Inc., Giesecke+Devrient Mobile Security America, Inc. (“GDMSAI”) has identified a disagreement with the Company over calculation of dividends with respect to GDMSAI’s Series C Non-Convertible Voting Preferred Stock (the “Series C”) of the Company. On August 13, 2020, the Company was sued by GDMSAI seeking, among other things, $440,000 of dividends that it believes are owed to it pursuant to the terms of the Series C. The Company believes that GDMSAI’s claims are not correct and plans to vigorously defend the action. The Company has moved to have the case removed from Delaware to New York, where the Company claims the forum clause requires the claims to be heard. The Company has opposed GDMSAI’s motion for summary judgment. In March 2021, a Delaware Chancery court rejected our argument that the Fit Pay merger agreement requires litigation solely in New York and thereafter granted GDMSAI summary judgment on the merits, holding that relevant dividend language required a perpetually paid dividend once the $50M threshold had been achieved. The Company has filed a notice of appeal and plans to appeal the Delaware Chancery court decision. There are no assurances that our appeal will be successful and even if our appeal is successful that a New York court will agree with our interpretation of the manner in which dividends on the Series C Preferred are to be calculated. If the Company is unsuccessful, it will be responsible for paying $440,000 of dividends plus interest. The judgment may also trigger an event of default with our senior debt facility. Although the Company is attempting to negotiate a waiver of this provision in its credit agreement, there are no assurances that it will be successful in doing so or on terms reasonably favorable to the Company.

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of our business. Other than the above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of our subsidiaries, threatened against or affecting our company, or any of our subsidiaries in which an adverse decision could have a material adverse effect upon our business, operating results, or financial condition.

Commitments

The Company leases 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, non-lease components and non-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’s lease agreement for its former warehouse space located in Louisville, Kentucky expired on August 31, 2020. As a result, the Company entered into a new five-year lease agreement in June 2020 for new warehouse space also located in Louisville, Kentucky. The monthly rent which commenced in September 2020 is $6,000 per month and increases approximately 3% annually thereafter. The ROU asset value added as a result of this new lease agreement was $279,024. The Company’s ROU asset and lease liability accounts reflect the inclusion of this new lease agreement on the Company’s condensed consolidated balance sheet as of March 31, 2021.

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 three months ended March 31, 2021, total operating lease cost was $26,736 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 the remainder of 2021 as well as each of the next five 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 condensed consolidated balance sheet, as of March 31, 2021:

Year Ending December 31,

2021 (excluding the three months ended March 31, 2021)	$	68,439
2022		93,385
2023		89,724
2024		80,000
2025		54,400
Total future minimum lease payments	$	385,948
Less imputed interest		(90,412	)
Total present value of future minimum lease payments	$	295,536

As of March 31, 2021

Operating lease right-of-use assets	$	292,797

Other accrued expenses	$	56,827
Other long-term liabilities	$	238,709
	$	295,536

As of March 31, 2021

Weighted Average Remaining Lease Term	4.03 years
Weighted Average Discount Rate	12.86	%

Coronavirus – COVID-19

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Sales volumes and the related revenues for most of the Company’s products and services were significantly impacted during the latter portion of the first quarter and throughout the balance of 2020 as a result of the healthcare industry’s focus on COVID prevention and treatment, which impacted the markets we serve, in particular the VA hospitals and clinics. Sales of the Company’s products and services have continued to be impacted as various policies were implemented by federal, state and local governments in response to the COVID-19 pandemic, the public remains wary of real or perceived opportunities for exposure to the virus. The Company believes the extent of the COVID-19 pandemic’s impact on its operating results and financial condition has been and will continue to be driven by many factors, most of which are beyond the Company’s control and ability to forecast. Although the Company has experienced some positive trends during the first four months of 2021, because of these uncertainties, the Company cannot estimate how long or to what extent the pandemic will impact its operations.

Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Note 7 – Subsequent Events

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

On May 3, 2021, the Company’s wholly-owned subsidiary, LogicMark, LLC, made a $3,000,000 voluntary prepayment (the “Prepayment”) on its term loan. The Company did not incur a prepayment premium as it relates to this voluntary prepayment. After this prepayment, the Company’s term loan balance is $2,236,502.

Accounting Policies, by Policy (Policies)	3 Months Ended
Accounting Policies, by Policy (Policies)	Mar. 31, 2021
Accounting Policies [Abstract]
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS	*Use of estimates in the financial statements* The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions including those related to the fair value of acquired assets and liabilities, stock based compensation, derivative instruments, income taxes, accounts receivable and inventories, right-of-use assets and other matters that affect the condensed consolidated financial statements and disclosures. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION	*Principles of consolidation* The condensed consolidated financial statements include the accounts of Nxt-ID and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
REVENUE RECOGNITION	*Revenue Recognition* The Company’s revenues consist of product sales to either end customers or to distributors and its sales are recognized at a point-in-time under the core principle of recognizing revenue when control of the product transfers to the customer. The Company recognizes revenue when it ships or delivers the product from its fulfillment center to its customer, when the customer accepts and has legal title of the product, and the Company has a present right to payment for the product. For the three months ended March 31, 2021 and 2020, the Company had no sales recognized over time. The Company invoices its customers at the same time that the Company’s performance obligation is satisfied. The Company generally receives customer orders with a specified delivery date and orders typically fluctuate from month-to-month based on customer demand and general business conditions. The Company offers standard product warranty coverage which provides assurance that the Company’s products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment. The Company’s warranty liabilities and related expense have not been material and were not material in the accompanying condensed consolidated financial statements as of March 31, 2021 and December 31, 2020, and for the three months ended March 31, 2021 and 2020.
ACCOUNTS RECEIVABLE	*Accounts Receivable* 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 March 31, 2021 and December 31, 2020, the Company had an allowance for doubtful accounts of $52,111 and $126,733, respectively.
INVENTORY	*Inventory* 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. As of March 31, 2021, inventory was comprised of $204,695 in raw materials and $575,784 in finished goods on hand. Inventory at December 31, 2020 was comprised of $199,523 in raw materials and $567,828 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 March 31, 2021 and December 31, 2020, the Company had prepaid inventory of $353,173 and $332,475, respectively. These prepayments were made primarily for finished goods inventory, and prepaid inventory is included in prepaid expenses and other current assets on the condensed consolidated balance sheets.
OTHER INTANGIBLE ASSETS	*Other Intangible Assets* At March 31, 2021, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $2,353,804; trademarks of $962,990; and customer relationships of $1,733,823. At December 31, 2020, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $2,445,709; trademarks of $978,494; and customer relationships of $1,814,259. 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 three months ended March 31, 2021 and 2020, the Company had amortization expense of $187,845 and $187,845, respectively, related to the LogicMark intangible assets. As of March 31, 2021, total amortization expense estimated for the remainder of fiscal year 2021 is approximately $574,000, and for each of the next five fiscal years, 2022 through 2026, the total amortization expense is estimated to be as follows: 2022 - $762,000; 2023 - $762,000; 2024 - $762,000; 2025 - $762,000; and 2026 - $619,000.
STOCK-BASED COMPENSATION	*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	*Net Loss per Share* Basic loss per share was computed using the weighted average number of shares of common stock outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock options to purchase 363,640 shares of common stock and warrants to purchase 9,378,133 shares of common stock as of March 31, 2021 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of March 31, 2020, potentially dilutive securities from the exercise of stock options to purchase 114,288 shares of common stock and warrants to purchase 6,973,221 shares of common stock were excluded from the computation of diluted net loss per share because the exercise price of the common stock equivalents was greater than the average market price of the common shares for the three month period ended March 31, 2020.
RECENT ACCOUNTING PRONOUNCEMENTS	*Recent Accounting Pronouncements* Recent accounting standards that have been issued or proposed by the 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.

Debt Refinancing (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of maturity of the company's term debt

2021 (remainder)	$	1,546,875
2022		2,062,500
2023		1,970,877
Total term debt	$	5,580,252

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of future lease obligation

Year Ending December 31,

2021 (excluding the three months ended March 31, 2021)	$	68,439
2022		93,385
2023		89,724
2024		80,000
2025		54,400
Total future minimum lease payments	$	385,948
Less imputed interest		(90,412	)
Total present value of future minimum lease payments	$	295,536

Schedule of lease expense

As of March 31, 2021

Operating lease right-of-use assets	$	292,797

Other accrued expenses	$	56,827
Other long-term liabilities	$	238,709
	$	295,536

As of March 31, 2021

Weighted Average Remaining Lease Term	4.03 years
Weighted Average Discount Rate	12.86	%

Liquidity (Details) - USD ($)	3 Months Ended
Liquidity (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating loss	$ (782,890)	$ 1,039,406
Net loss	(4,222,157)
Cash	8,515,824		$ 4,387,416
Stockholders' equity	18,490,578	$ 7,284,280	$ 9,159,209	$ 6,714,588
Working capital deficiency	$ 3,919,847

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 18
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.13)
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 11
-Subparagraph (b)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Product Information [Line Items]
Allowance for doubtful accounts	$ 52,111		$ 126,733
Inventory raw materials	204,695		199,523
Inventory finished goods	575,784		567,828
Prepaid inventory	353,173		332,475
Amortization expense of intangible assets	187,845	$ 187,845
Amortization expense estimated for 2021	574,000
Amortization expense estimated for 2022	762,000
Amortization expense estimated for 2023	762,000
Amortization expense estimated for 2024	762,000
Amortization expense estimated for 2025	762,000
Amortization expense estimated for 2026	619,000
Stock options to purchase (in Shares)		114,288
Potentially dilutive securities (in Shares)		6,973,221
LogicMark [Member] \| Patents [Member]
Product Information [Line Items]
Fair value of patents	2,353,804		$ 2,445,709
Other intangible assets, estimated useful lives			11 years
LogicMark [Member] \| Trademarks [Member]
Product Information [Line Items]
Fair value of trademarks	962,990		$ 978,494
Other intangible assets, estimated useful lives			20 years
LogicMark [Member] \| Customer Relationships [Member]
Product Information [Line Items]
Fair value of customer relationships	$ 1,733,823		$ 1,814,259
Other intangible assets, estimated useful lives			10 years
Warrant [Member]
Product Information [Line Items]
Stock options to purchase (in Shares)	363,640
Potentially dilutive securities (in Shares)	9,378,133

Debt Refinancing (Details) - USD ($)				3 Months Ended
Debt Refinancing (Details) - USD ($)	Mar. 02, 2021	Feb. 08, 2021	May 08, 2020	Mar. 31, 2021	Mar. 31, 2020	May 03, 2019
Debt Refinancing (Details) [Line Items]
Maturity date				Mar. 22, 2023
Principal repayments				$ 515,625
Voluntary prepayment principal amount				$ 5,000,000
Prepayment, description				the term loan and paid a prepayment premium of $125,000, which was equivalent to 2.5% of the prepayment, rather than 5% of the prepayment as required by the Credit Agreement.
Percentage of term loan bears interest rate				6.50%
Amortized of deferred debt issue costs				$ 402,454	$ 148,317
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
Loan receivable			$ 346,390
Paycheck Protection Program, description				The Loans, which are in the form of PPP promissory notes and agreements, dated May 1, 2020 (the “Note Agreements”), mature on May 6 and May 8, 2022, respectively, and bear interest at a rate of 1.00% fixed per annum, payable monthly commencing on November 6 and November 8, 2020, respectively.
Paycheck Protection Program in amount	$ 301,390
Accrued interest				$ 2,320
Forgiveness of PPP loan amount				45,000
Lender Concentration Risk [Member]
Debt Refinancing (Details) [Line Items]
Principal amount				412,500
Amortized of deferred debt issue costs				$ 77,800
Term Loan [Member]
Debt Refinancing (Details) [Line Items]
Principal amount						$ 16,500,000
Maturity date		May 03, 2022
Percentage of term loan bears interest rate		11.00%		13.00%
Amortized of deferred debt issue costs				$ 402,454
Debt discount				60,055
Deferred debt issue costs				1,831,989
Unamortized debt issuance expense				$ 310,665

Debt Refinancing (Details) - Schedule of maturity of the Company's debt	Mar. 31, 2021 USD ($)
Schedule of maturity of the Company's debt [Abstract]
2021 (remainder)	$ 1,546,875
2022	2,062,500
2023	1,970,877
Total term debt	$ 5,580,252

Stockholders' Equity (Details) - USD ($)							1 Months Ended			3 Months Ended		12 Months Ended
Stockholders' Equity (Details) - USD ($)	Feb. 08, 2021	Feb. 02, 2021	Jul. 14, 2020	Jun. 11, 2019	Aug. 24, 2017	Jan. 04, 2013	Jan. 19, 2021	Dec. 18, 2020	Jul. 28, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Registered direct offering, description		(i) an aggregate of 1,476,016 shares of Series E preferred stock, convertible into an aggregate of up to 2,952,032 shares of common stock, (ii) common stock purchase warrants to purchase up to an aggregate of 1,000,000 shares of common stock at an exercise price of $1.23 per share, subject to customary adjustments thereunder, which were exercisable immediately upon issuance and have a term of five years, and (iii) common stock purchase warrants to purchase up to an aggregate of 1,952,032 shares of common stock at an exercise price of $1.23 per share with a term of five and one-half (5.5) years first exercisable six (6) months after issuance, subject to customary adjustments thereunder, for gross proceeds of $4,000,003, before deducting any offering expenses. The Company will use the net proceeds from this offering for working capital and liability reduction purposes including additional term debt repayment. In February 2021, 1,476,016 shares of Series E preferred stock were converted into 2,952,032 shares of common stock.
Deemed dividend from beneficial conversion feature
Gross proceeds									$ 7,350
Common stock shares issued (in Shares)									734,965
Warrant exercise price (in Dollars per share)									$ 0.01	$ 1.525
Stock options exercise price (in Dollars per share)										$ 1.41
Employee bonus expense										$ 50,000
Common stock, par value (in Dollars per share)										$ 0.0001		$ 0.0001
Preferred stock dividend										$ 75,000	$ 25,000
Warrant modification expense										$ 2,881,729
Issuance of warrants (in Shares)										2,469,136
Warrants outstanding to purchase aggregate of common stock										$ 9,378,133
Weighted average exercise price (in Dollars per share)										$ 1.70
Weighted average remaining life										3 years 259 days
Warrants expired shares (in Shares)										86,072
Proceeds received										$ 6,670,494
December 2020 Offerings [Member]
Stockholders' Equity (Details) [Line Items]
Registered direct offering, description								(i) an aggregate of 1,515,151 shares of Series D preferred stock, convertible into an aggregate of up to 3,030,304 shares of common stock, (ii) common stock purchase warrants to purchase up to an aggregate of 1,000,000 shares of common stock at an exercise price of $0.49 per share, subject to customary adjustments thereunder, which were exercisable immediately upon issuance and have a term of five years, and (iii) common stock purchase warrants to purchase up to an aggregate of 5,060,606 shares of common stock at an exercise price of $0.49 per share with a term of five and one-half (5.5) years first exercisable six (6) months after issuance, subject to customary adjustments thereunder, for gross proceeds of $2,000,000, before deducting any offering expenses. The Company will use the net proceeds from this offering for working capital, new product initiatives and other general corporate purposes. On December 21, 2020, 1,515,151 shares of Series D preferred stock were converted into 3,030,304 shares of common stock.
July 2020 Offerings [Member]
Stockholders' Equity (Details) [Line Items]
Registered direct offering, description			On July 14, 2020, the Company closed a registered direct offering of (i) an aggregate of 3,778,513 shares of the Company’s common stock, par value $0.0001 per share; (ii) pre-funded warrants to purchase up to an aggregate of 734,965 shares of Common Stock at an exercise price of $0.01 per share, subject to customary adjustments thereunder; (iii) registered warrants, with a term of five (5) years exercisable immediately upon issuance, to purchase an aggregate of up to 1,579,718 shares of Common Stock (at an exercise price of $0.50 per share, subject to customary adjustments thereunder; and (iv) unregistered warrants, with a term of five and one-half (5.5) years first exercisable six (6) months after issuance, to purchase an aggregate of up to 3,750,000 shares of Common Stock at an exercise price of $0.65 per share, subject to customary adjustments thereunder, for gross proceeds of $1,864,528, before deducting any offering expenses.
2013 Long-Term Stock Incentive Plan [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares issued (in Shares)										28,368
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 1,201,715 shares of common stock at January 1, 2021.
2017 Stock 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.
Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Warrant exercise price (in Dollars per share)										$ 1.525
Original warrants exercisable shares of common stock (in Shares)										2,469,136
Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Proceeds received										$ 3,749,000
Exercise of warrants (in Shares)										2,073,687
Director [Member] \| 2013 Long-Term Stock Incentive Plan [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate fair value										$ 40,000
Non Executive Employees [Member] \| 2017 Management Incentive Plan [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate fair value										132,826
Series E convertible preferred stock and the warrants [Member]
Stockholders' Equity (Details) [Line Items]
Deemed dividend from beneficial conversion feature										$ 1,480,801
Series D convertible preferred stock and the warrants [Member]
Stockholders' Equity (Details) [Line Items]
Deemed dividend from beneficial conversion feature												$ 758,922
Series C Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock dividend	$ 1,969,136			$ 2,328,639			$ 500,000

Commitments and Contingencies (Details) - USD ($)		3 Months Ended
Commitments and Contingencies (Details) - USD ($)	Aug. 13, 2020	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Dividends amount	$ 440,000
Perpetually paid dividend, description		In March 2021, a Delaware Chancery court rejected our argument that the Fit Pay merger agreement requires litigation solely in New York and thereafter granted GDMSAI summary judgment on the merits, holding that relevant dividend language required a perpetually paid dividend once the $50M threshold had been achieved.
Dividends plus interest payable		$ 440,000
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.
Monthly rent		$ 6,000
Increasing annual rent, percentage		3.00%
New lease agreement		$ 279,024
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		$ 26,736
Operating lease, description		The following summarizes (i) the future minimum undiscounted lease payments under non-cancelable lease for the remainder of 2021 as well as each of the next five 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 condensed consolidated balance sheet, as of March 31, 2021:

Commitments and Contingencies (Details) - Schedule of future lease obligation	Mar. 31, 2021 USD ($)
Schedule of future lease obligation [Abstract]
2021 (excluding the three months ended March 31, 2021)	$ 68,439
2022	93,385
2023	89,724
2024	80,000
2025	54,400
Total future minimum lease payments	385,948
Less imputed interest	(90,412)
Total present value of future minimum lease payments	$ 295,536

Commitments and Contingencies (Details) - Schedule of lease expense - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Schedule of lease expense [Abstract]
Operating lease right-of-use assets	$ 292,797	$ 306,786
Other accrued expenses	56,827
Other long-term liabilities	238,709
Total	$ 295,536
Weighted Average Remaining Lease Term	4 years 10 days
Weighted Average Discount Rate	12.86%

Subsequent Events (Details) - Subsequent Event [Member]	May 03, 2021 USD ($)
Subsequent Events (Details) [Line Items]
Voluntary prepayment	$ 3,000,000
Loan term balance	$ 2,236,502