COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
10. COMMITMENTS AND CONTINGENCIES | ' | ' |
| LegalMatters |
Note 8 - Commitments and Contingencies | |
| From timeto time, the Company is subject to legal proceedings arising in the ordinary course of business. Such matters are subject to uncertaintiesand outcomes are not predictable with assurance. Management believes at this time, there are no ongoing matters that will havea material adverse effect on the Company's business, financial position, results of operations, or cash flows. |
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| Subsequentto the acquisition of 3D-ID, the Company licensed sixteen (16) U.S. patents. The Company does not generally conduct exhaustivepatent searches to determine whether the technology used in our products infringes patents held by third parties. The Companymay face claims by third parties that its products or technology infringe their patents or other intellectual property rightsin the future. Any claim of infringement could cause the Company to incur substantial costs defending against the claim, evenif the claim is invalid, and could distract the attention of the Company’s management. If any of the Company’s productsare found to violate third-party proprietary rights, it may be required to pay substantial damages. |
Legal Matters | |
| Commitments |
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| Around thedate of the Acquisition the Company signed a licensing agreement with Aellipsys Holdings, Inc., an unrelated party, which granted3D-ID a perpetual sub-licensable, non-exclusive, worldwide license to use their intellectual property, including, but not limitedto, those of GeoMetrix, Inc., which has 18 patents in the field of 3D facial recognition and Active ID systems for access controland identification of individuals. 3D-ID is required to pay Aellipsys Holdings a royalty for each product manufactured, sold andinstalled at a customer by 3D-ID equal to two thousand dollars ($2,000). An additional royalty of ten percent (10%) is payableon recurring revenues from the same installation. The term of the initial agreement is five years. During the years ended December31, 2013 and 2012 the Company paid $0 and $10,000, respectively, in royalty payments to GeoMetrix, Inc. |
From time to time, the Company is subject to legal proceedings arising in the ordinary course of business. Such matters are subject to uncertainties and outcomes are not predictable with assurance. Management believes at this time, there are no ongoing matters that will have a material adverse effect on the Company's business, financial position, results of operations, or cash flows. | |
| On August19, 2011, the Company signed a licensing agreement with Technest Holdings, Inc. and Genex Technologies, Inc., which granted 3D-IDa perpetual sub-licensable, exclusive, worldwide license to use their intellectual property in U.S. Federal and State markets,and a non-exclusive license in all other markets. The Company’s Chief Executive Officer (“CEO”) is a stockholderof and was the former CEO of Technest Holdings, Inc. In consideration of the license of rights affected by this Agreement, 3D-IDis obligated to pay Technest a royalty equal to 5% of net sales with a minimum royalty of $15,000 during the first two years and$20,000 for each contract year thereafter. For the years ended December 31, 2013 and 2012, the Company incurred $15,000 each year,in connection with the agreement. As of December 31, 2013, $35,000 of minimum royalties are included in accrued expenses in theconsolidated balance sheet in connection with the agreement. |
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| InOctober 2012, the Company entered into an agreement with a consultant to provide public relations and marketing services tothe Company for a period of three months. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cashfee of $5,000 and to issue the consultant shares of common stock per month with a fair value of $10,000 as compensation forservices provided. During the year, the Company and the consultant verbally extended the agreement until October 30, 2013,with the same terms and conditions. The Company entered into a new agreement on November 1, 2013 for a period of six monthsand agreed to pay the consultant a monthly cash fee of $5,000. |
Subsequent to the acquisition of 3D-ID, the Company licensed sixteen (16) U.S. patents. The Company does not generally conduct exhaustive patent searches to determine whether the technology used in our products infringes patents held by third parties. The Company may face claims by third parties that its products or technology infringe their patents or other intellectual property rights in the future. Any claim of infringement could cause the Company to incur substantial costs defending against the claim, even if the claim is invalid, and could distract the attention of the Company’s management. If any of the Company’s products are found to violate third-party proprietary rights, it may be required to pay substantial damages. | |
| Duringthe year ended December 31, 2013, the Company issued 165,744 shares of common stock with an aggregate fair value of $90,000 andpaid $60,000 in cash as compensation for services provided from January 1, 2013 to December 31, 2013.In addition the consultant was paid $41,875 for additional marketing services. |
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| InNovember 2012, the Company entered into an agreement with a technology consulting firm to provide strategic marketing andsales services to the Company with respect to developing business opportunities with the Federal Government through March2013. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $5,500 and a sales commissionof 5% on executed contracts. The agreement ended in May, 2013. For the years ended December 31, 2013 and 2012, the Companyincurred expenses in connection with this agreement of $11,000 and $5,500, respectively. |
Commitments | |
| InJanuary 2013, the Company entered into an agreement with a consultant to provide business development services to the Companyfor a period of three months. Pursuant to the agreement, the Company issued the consultant 20,000 shares of common stock withan aggregate fair value of $5,000. Thecompany also entered into an agreement with the same consultant for additional services ending December 31, 2013 in the amountof $65,000 in cash and 4,878 shares of common stock with a fair value of $20,000. |
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| In January2013, the Company entered into an agreement with a development and manufacturing company to provide samples of the Company’ssmart card design for an aggregate of $150,000. Unless terminated early, the agreement will continue in full force and effectuntil the samples have been delivered to the Company. During the year ended December 31, 2013 the Company paid $125,000 and samplesare currently in the process of being built. |
On August 19, 2011, the Company signed a licensing agreement with Technest Holdings, Inc. and Genex Technologies, Inc., which granted 3D-ID a perpetual sub-licensable, exclusive, worldwide license to use their intellectual property in U.S. Federal and State markets, and a non-exclusive license in all other markets. The Company’s Chief Executive Officer (“CEO”) is a stockholder of and was the former CEO of Technest Holdings, Inc. In consideration of the license of rights affected by this Agreement, 3D-ID is obligated to pay Technest a royalty equal to 5% of net sales. To date, no royalties have been paid. Since the Technest patents do not constitute part of the Company’s core intellectual property in its present or anticipated future product offerings it has decided to forgo the exclusive rights to the Technest patents. As a result the Company reversed an accrual of $35,000 which represented a minimum royalty to maintain certain exclusive rights. The Company retains a perpetual non-exclusive worldwide license to these patents. | |
| In July 2013,the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company fora period of six months. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $4,000 and toissue the consultant 4,000 shares of common stock per month as compensation for services provided. Commencing September 16, 2013,the agreement was amended to a monthly cash fee of $4,000 and to issue the consultant $4,000 in shares of common stock per month.During the year ended December 31, 2013, the consultant was issued 13,767 shares with an aggregate fair value of $42,240. |
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| In August2013, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Companyfor a period of three months. Pursuant to the agreement, the Company issued the consultant 24,000 shares of common stock withan aggregate fair value of $24,000 as compensation for services provided. |
In October 2012, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company for a period of three months. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $5,000 and to issue the consultant shares of common stock per month with a fair value of $10,000 as compensation for services provided. The Company entered into a new agreement with this consultant on November 1, 2013 for a period of six months and agreed to pay the consultant a monthly cash fee of $5,000. During the three months ended March 31, 2014 the Company paid the consultant $15,000 pursuant to this agreement. During the quarter ended March 31, 2013, 120,000 shares of common stock with a fair value of $30,000 as compensation for services provided from January 1, 2013, to March 31, 2013, were issued on March 31, 2013. | |
| On October16, 2013, the Company entered into a lease agreement for office space in Palm Bay, Florida. The term of the lease is for threeyears with a monthly rent of $1,250 per month in the first year, increasing 3% annually thereafter. The Company’s rent expensein 2013 was not material, however, it is obligated to pay $15,000 in 2014, 15,450 in 2015 and 15,914 in 2016, for a total remaininglease commitment as of December 31, 2013 of $46,364. |
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| On November7, 2013, the Company entered into a three-year distribution and supply agreement with Voice of Big Data Solutions, Pvt. Ltd. (“VOBD”)for the distribution of the Company’s 3D facial recognition products in India and Sri Lanka on an exclusive basis and TheMiddle East and Singapore on a non-exclusive basis. The agreement is subject to termination at any time after the initial three-yearterm by either the Company or VOBD upon sixty (60) days written notice. |
In January 2013, the Company entered into an agreement with a development and manufacturing company to provide samples of the Company’s smart card design for an aggregate of $150,000. Unless terminated early, the agreement will continue in full force and effect until the samples have been delivered to the Company. During the three months ended March 31, 2014 and 2013 the Company paid $0 and $125,000 in consulting fees pursuant to this agreement. | |
| EmploymentAgreement |
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| EffectiveOctober 1, 2012, Nxt-ID entered into an employment agreement with its Chief Executive Officer. The employment agreement providesfor: |
In July 2013, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company for a period of six months. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $4,000 and to issue the consultant 4,000 shares of common stock per month as compensation for services provided. Commencing September 16, 2013, the agreement was amended to a monthly cash fee of $4,000 and to issue the consultant $4,000 in shares of common stock per month. During the three months ending March 31, 2014, the consultant was issued 833 shares with an aggregate grant date fair value of $4,000. | |
| | · | An initial term of 3 years beginning on October 1, 2012. |
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| | · | A base salary of $150,000 per year, increasing to $300,000 per year |
On October 16, 2013, the Company entered into a lease agreement for office space in Palm Bay, Florida. The term of the lease is for three years with a monthly rent of $1,250 per month in the first year, increasing 3% annually thereafter. The Company incurred $3,750 and $0 of rent expense for the three months ended March 31, 2014 and 2013, respectively. Minimum lease payments for non-cancelable operating leases are as follows: | |
| | · | Payment of all necessary and reasonable out-of-pocket expenses incurred by the executive in the performance of his duties under the agreement. |
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| | · | Eligibility to participate in bonus or incentive compensation plans that may be established by the board of directors from time to time applicable to the executive's services. |
Future Lease Obligation | |
| | · | Eligibility to receive equity awards as determined by the board of directors, or a committee of the board of directors, composed in compliance with the corporate governance standards of any applicable listing exchange. |
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2014 | | $ | 11,622 | | |
2015 | | | 15,496 | | |
2016 | | | 15,496 | | |
Total future lease obligation | | $ | 42,614 | | |
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On November 7, 2013, the Company entered into a three-year distribution and supply agreement with Voice of Big Data Solutions, Pvt. Ltd. (“VOBD”) for the distribution of the Company’s 3D facial recognition products in India and Sri Lanka on an exclusive basis and the Middle East and Singapore on a non-exclusive basis. The agreement is subject to termination at any time after the initial three-year term by either the Company or VOBD upon sixty (60) days written notice. | |
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On January 6, 2014, the Company entered into an agreement with a business consulting firm to provide consulting services to the Company for a period of a year. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $5,000 and to issue the consultant $5,000 worth of restricted shares of common stock per month as compensation for services provided. During the three months ended March 31, 2014, the consultant was issued 3,403 shares with an aggregate grant date fair value of $15,000 and $15,000 in cash for a total aggregate consulting fee of $30,000. | |
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Employment Agreement | |
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Effective October 1, 2012, Nxt-ID entered into an employment agreement with its Chief Executive Officer. The employment agreement provides for: | |
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| · | An initial term of 3 years beginning on October 1, 2012. | | | |
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| · | An initial base salary of $150,000 per year. In January 2014, upon the successful completion of the MobileWocket prototype, the salary was increased to $300,000 in accordance with the agreement. | | | |
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| · | Payment of all necessary and reasonable out-of-pocket expenses incurred by the executive in the performance of his duties under the agreement. | | | |
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| · | Eligibility to participate in bonus or incentive compensation plans that may be established by the board of directors from time to time applicable to the executive's services. | | | |
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| · | Eligibility to receive equity awards as determined by the board of directors, or a committee of the board of directors, composed in compliance with the corporate governance standards of any applicable listing exchange. | | | |