LogicMark (LGMK) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 12, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Nxt-ID, Inc.
Entity Central Index Key	1,566,826
Amendment Flag	false
Trading Symbol	NXTD
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		9,574,685

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 2,453,085	$ 3,299,679
Restricted cash	40,371	40,371
Accounts receivable	2,009,392	1,218,705
Inventory, net	5,220,781	5,341,500
Prepaid expenses and other current assets	2,131,466	1,347,627
Total Current Assets	11,855,095	11,247,882
Property and equipment:
Equipment	176,997	175,537
Furniture and fixtures	79,062	79,062
Tooling and molds	581,881	581,881
Depreciable assets, Total	837,940	836,480
Accumulated depreciation	(500,934)	(456,752)
Property and equipment, net	337,006	379,728
Goodwill	15,479,662	15,479,662
Other intangible assets, net of amortization of $506,687 and $318,842, respectively	8,097,880	8,285,725
Other long-term assets	100,000
Total Assets	35,869,643	35,392,997
Current Liabilities
Accounts payable	2,290,058	2,070,658
Accrued expenses	2,436,887	2,901,672
Customer deposits	5,833,662	6,068,894
Short-term debt	773,969	773,969
Convertible notes payable, net of discount of $991,667 and $1,366,667, respectively, and net of deferred debt issuance costs of $95,864 and $123,563, respectively	412,469	9,770
Other current liabilities - contingent consideration	1,500,000	1,496,442
Total Current Liabilities	13,247,045	13,321,405
Other long-term liabilities - contingent consideration	4,870,791	4,832,028
Revolving loan facility, net of deferred debt issuance costs of $428,316 and $769,453, respectively	14,571,684	14,230,547
Deferred tax liability	283,473	190,286
Total Liabilities	32,972,993	32,574,266
Commitment and Contingencies (Note 8)
Stockholders' Equity
Common stock, $0.0001 par value: 10,000,000 shares authorized; 8,581,178 and 7,379,924 issued and outstanding, respectively	858	738
Additional paid-in capital	35,306,036	33,204,943
Accumulated deficit	(35,390,016)	(34,659,801)
Total Stockholders' Equity	2,896,650	2,818,731
Total Liabilities and Stockholders' Equity	35,869,643	35,392,997
Series B Preferred Stock
Stockholders' Equity
Preferred stock, value	$ 2,884,184	$ 4,090,000

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Other intangible assets, net of amortization	$ 506,687	$ 318,842
Convertible notes payable, net of discount	991,667	1,366,667
Net of deferred debt issuance costs	95,864	123,563
Revolving loan facility, net of deferred debt issuance cost	$ 428,316	$ 769,453
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	8,581,178	7,379,924
Common stock, shares outstanding	8,581,178	7,379,924
Series A Preferred stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	3,125,000	3,125,000
Preferred stock, shares issued	110,525	211,424
Preferred stock, shares outstanding	110,525	211,424
Preferred stock, liquidation preferences	$ 145,408	$ 440,594
Series B Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,500,000	4,500,000
Preferred stock, shares issued	3,173,308	4,500,000
Preferred stock, shares outstanding	3,173,308	4,500,000
Preferred stock, liquidation preferences	$ 3,966,634	$ 5,625,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statements of Operations [Abstract]
Revenues	$ 6,681,297	$ 42,302
Cost of goods sold	3,172,007	75,155
Gross Profit (Loss)	3,509,290	(32,853)
Operating Expenses
General and administrative	1,360,686	1,126,588
Selling and marketing	996,758	806,518
Research and development	84,944	361,324
Total Operating Expenses	2,442,388	2,294,430
Operating Income (Loss)	1,066,902	(2,327,283)
Other Income and (Expense)
Interest income		23
Interest expense	(1,703,930)	(512,667)
Change in fair value of derivative liabilities		(2,299,020)
Loss on extinguishment of debt		(272,749)
Total Other Expense, Net	(1,703,930)	(3,084,413)
Loss before Income Taxes	(637,028)	(5,411,696)
Provision for Income Taxes	(93,187)
Net Loss	(730,215)	(5,411,696)
Preferred stock dividend	(312,645)
Net Loss applicable to Common Stockholders	$ (1,042,860)	$ (5,411,696)
Net Loss Per Share - Basic and Diluted	$ (0.13)	$ (1.06)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	7,838,072	5,083,617

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows from Operating Activities
Net Loss	$ (730,215)	$ (5,411,696)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	44,182	58,387
Stock based compensation	220,211	314,379
Amortization of debt discount	375,000	250,271
Amortization of intangible assets	187,845
Amortization of discount on contingent consideration	42,321
Amortization of deferred debt issuance costs	376,336	11,522
Loss on extinguishment of debt		272,749
Deferred taxes	93,187
Change in fair value of derivative liabilities		2,299,020
Loss on conversion of convertible note interest		34,628
Changes in operating assets and liabilities:
Accounts receivable	(790,687)
Inventory	120,719	(178,040)
Prepaid expenses and other current assets	(843,819)	156,088
Accounts payable	219,400	(21,274)
Accrued expenses	183,118	382,127
Customer deposits	(235,232)	(3,407)
Total Adjustments	(7,419)	3,576,450
Net Cash Used in Operating Activities	(737,634)	(1,835,246)
Cash Flows from Investing Activities
Restricted cash		1,110,049
Deposit related to Fit Pay acquisition	(100,000)
Purchase of equipment	(1,460)
Net Cash (Used in) Provided by Investing Activities	(101,460)	1,110,049
Cash Flows from Financing Activities
Proceeds received from short-term promissory note		400,000
Payment of closing related fees	(7,500)	(22,303)
Proceeds from exercise of common stock warrants		50,000
Net Cash (Used in) Provided by Financing Activities	(7,500)	427,697
Net Decrease in Cash	(846,594)	(297,500)
Cash - Beginning of Period	3,299,679	418,991
Cash - End of Period	2,453,085	121,491
Cash paid during the periods for:
Interest	562,500
Taxes		3,500
Non-cash financing activities:
Equipment purchases on payment terms		13,673
Accrued fees incurred in connection with equity offerings		72,281
Issuance of common stock in connection with accelerated installments of notes payable		2,456,679
Issuance of common stock in connection with conversion of interest on convertible notes		253,028
Reclassification of conversion feature liability in connection with note modification		1,702,400
Issuance of common stock in connection with conversion of Series A Preferred Stock and related dividends	197,105
Issuance of common stock in connection with conversion of Series B Preferred Stock and related dividends and liquidated damages	1,791,035
Accrued Series A Preferred dividends	31,395
Accrued Series B Preferred dividends	$ 281,250

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Organization and Basis of Presentation [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. Nxt-ID is a security technology company providing security for finance, assets and healthcare. The Company’s innovative MobileBio® solution mitigates risks associated with mobile computing, m-commerce and smart OS-enabled devices. With extensive experience in biometric identity verification, security, privacy, encryption and data protection, payments, miniaturization and sensor technologies, the Company partners with companies to provide solutions for modern payment and the “Internet of Things” 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. The Company operates its business in one segment — hardware and software security systems and applications. The Company evaluates the performance of its business on, among other things, profit and loss from operations before interest, headquarters’ expense allocations, stock-based compensation expense, income taxes and amortization related to certain intangible assets. On July 25, 2016, the Company completed the acquisition of LogicMark, LLC (“LogicMark”) pursuant to an Interest Purchase Agreement by and among the Company, LogicMark and the holders of all of the membership interests of LogicMark (the “LogicMark Sellers”), dated May 17, 2016. The Company may be required to pay the LogicMark Sellers earn-out payments of (i) up to $1,500,000 for calendar year 2016 and (ii) up to $5,000,000 for calendar year 2017 if LogicMark meets certain gross profit targets set forth in the Interest Purchase Agreement. The LogicMark Note originally was to mature on September 23, 2016 but was extended to April 15, 2017. The Company is currently in the process of negotiating with the LogicMark Sellers to extend the due date on both the earn-out payment related to 2016 and the installment payment and accrued interest related to the LogicMark Note. Such amounts aggregate $1,500,000 and $813,635, respectively, and have been included as a component of current liabilities on the condensed consolidated balance sheet as of March 31, 2017. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of March 31, 2017, and for the three months then ended have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“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, 2017 and the condensed consolidated statements of operations and cash flows for the three months ended March 31, 2017 and March 31, 2016 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, 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2017, or for any future interim period. The condensed consolidated balance sheet at December 31, 2016 has been derived from audited consolidated financial statements. However, it does not include all of the information and notes required by 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, 2016, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 14, 2017.

Reverse Stock Split

Reverse Stock Split	3 Months Ended
	Mar. 31, 2017
Reverse Stock Split [Abstract]
REVERSE STOCK SPLIT	Note 2 – Reverse Stock Split On September 1, 2016, the Company’s board of directors and stockholders approved a resolution to amend the Company’s Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company’s outstanding common stock at a ratio of 1-for-10 (the “Reverse Split”). On September 9, 2016, the Company effected the Reverse Split. Upon effectiveness of the Reverse Split, every 10 shares of outstanding common stock decreased to one share of common stock. Throughout this report, the Reverse Split was retroactively applied to all periods presented.

Liquidity and Management Plans

Liquidity and Management Plans	3 Months Ended
	Mar. 31, 2017
Liquidity and Management Plans [Abstract]
LIQUIDITY AND MANAGEMENT PLANS	Note 3 – Liquidity And Management Plans The Company is an emerging growth entity and recorded an operating profit of $1,066,902 and a net loss of $730,215 during the three months ended March 31, 2017. As of March 31, 2017 the Company had a working capital deficiency of $1,391,950 and stockholders’ equity of $2,896,650. Given the Company’s cash position at March 31, 2017 and its projected cash flow from operations over the next twelve months, the Company believes that it will have sufficient capital to sustain operations over the next twelve months following the date of this report. In order to execute the Company’s long-term strategic plan to develop and commercialize its core products, fulfill its product development commitments and fund its obligations as they come due, the Company may need to raise additional funds, through public or private equity offerings, debt financings, or other means. Should the Company not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would need to curtail certain of its operational activities.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 4 – Summary Of Significant Accounting Policies Use of estimates in the financial statements The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions included those related to the fair value of acquired assets and liabilities, stock based compensation, derivative instruments, income taxes, accounts receivable and inventories, 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, 3D-ID and LogicMark. Intercompany balances and transactions have been eliminated in consolidation. Concentrations of Credit Risk During the three months ended March 31, 2017, the Company recognized revenue of $2,708,036 from World Ventures Holdings, LLC (“WVH”), a related party and the Company’s largest stockholder. At March 31, 2017, the Company’s accounts receivable balance included $1,593,500 due from WVH. Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, the service has been rendered or product delivery has occurred, the price is fixed or readily determinable and collectability of the sale is reasonably assured. 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. The Company had no allowance for doubtful accounts at March 31, 2017, and December 31, 2016. 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, 2017 inventory was comprised of $3,909,176 in raw materials and $1,311,605 in finished goods on hand. Inventory at December 31, 2016 was comprised of $3,797,499 in raw materials and $1,544,001 in finished goods on hand. The Company is required to prepay for raw materials with certain vendors until credit terms can be established. As of March 31, 2017, and December 31, 2016, the Company had prepaid inventory of $1,801,816 and $1,089,770, respectively. These prepayments were made primarily for raw materials inventory and prepaid inventory is included in prepaid expenses and other current assets on the condensed consolidated balance sheet. Goodwill The Company’s goodwill relates to the acquisition of LogicMark. The Company will begin testing goodwill for impairment annually in the third quarter of each year using data as of August 1 of that year. Authoritative accounting guidance allows the Company to first assess qualitative factors to determine whether it is necessary to perform the more detailed two-step quantitative goodwill impairment test. The Company performs the quantitative test if its qualitative assessment determined it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units or assets. The quantitative goodwill impairment test, if necessary, is a two-step process. The first step is to identify the existence of a potential impairment by comparing the fair value of a reporting unit (the estimated fair value of a reporting unit is calculated using a discounted cash flow model) with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the reporting unit’s goodwill is considered not to be impaired and performance of the second step of the quantitative goodwill impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss to be recorded, if any. The second step of the quantitative goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined using the same approach as employed when determining the amount of goodwill that would be recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its assets and liabilities as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire the reporting unit. Other Intangible Assets The Company’s intangible assets are all related to the acquisition of LogicMark and are included in other intangible assets in the Company’s condensed consolidated balance sheets at March 31, 2017, and December 31, 2016. At March 31, 2017, the other intangible assets are comprised of patents of $3,844,707; trademarks of $1,214,498; and customer relationships of $3,038,675. At December 31, 2016, the other intangible assets are comprised of patents of $3,936,612; trademarks of $1,230,002; and customer relationships of $3,119,111. 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, 2017, the Company had amortization expense of $187,845 related to the intangible assets. As of March 31, 2017, amortization expense estimated for the remainder of fiscal 2017 is approximately $574,000 and for each of the next five fiscal years, 2018 through 2022 the amortization expense is estimated to be approximately $762,000 per year. 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. 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 of 1,749,805 realizable from the Series A Preferred Stock and Series B Preferred Stock (as defined in Note 7), 575,000 from the convertible exchange notes and from the exercise of 1,829,049 warrants as of March 31, 2017 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of March 31, 2016, potentially dilutive securities from the conversion of convertible notes of $838,171 and related accrued interest and from the exercise of warrants into 756,549 shares of Common Stock were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Recent Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”), “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 will affect all entities that issue share-based payment awards to their employees and is effective for annual periods beginning after December 15, 2016 for public entities. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company

Acquisition of LogicMark LLC

Acquisition of LogicMark LLC	3 Months Ended
	Mar. 31, 2017
Acquisition of LogicMark LLC [Abstract]
ACQUISITION OF LOGICMARK LLC	Note 5 – Acquisition Of Logicmark LLC On July 25, 2016, the Company completed the acquisition of LogicMark. The Company determined that as of July 25, 2016, it was more likely than not that the gross profit targets as it relates to the contingent considerations would be achieved and any fair value adjustment of the earn-out was due to time value of the payout. On July 25, 2016, and in order to fund part of the proceeds of the acquisition of LogicMark, the Company and a group of lenders, including ExWorks Capital Fund I, L.P. as agent for the lenders (collectively, the “Lenders”), entered into a Loan and Security Agreement (the “Loan Agreement”), whereby the Lenders extended a revolving loan (the “Revolving Loan”) to the Company in the principal amount of $15,000,000 (the “Debt Financing”). The Company incurred $1,357,356 in deferred debt issue costs related to the revolving loan. At March 31, 2017 the unamortized balance of those deferred debt issue costs was $428,316. The maturity date of the Revolving Loan is July 25, 2017, and the Revolving Loan bears interest at a rate of 15% per annum. The Loan Agreement contains customary covenants, including an EBITDA requirement and a fixed change ratio, as defined in the agreement. As of March 31, 2017, the Company was in compliance with such covenants. The Company has the ability to extend the Revolving Loan for two additional years at its sole discretion with no subjective acceleration by the lender, provided the Company is not in default on the loan. The Company intends to exercise the option to extend the maturity date and accordingly, the Company has classified the Revolving Loan as a non-current liability as of March 31, 2017 and December 31, 2016. On September 23, 2016, the Company entered into a forbearance agreement with LogicMark Investment Partners, LLC (the “Lender”) in connection with the LogicMark Note originally issued on July 22, 2016 in the amount of $2,500,000 which expired on September 22, 2016. The Company formally requested that the Lender extend the LogicMark Note on September 20, 2016. On September 23, 2016, the LogicMark Note was extended pursuant to an amendment. Under the terms of the forbearance agreement, the Lender agreed to extend the LogicMark Note and the Company agreed to pay to the Lender in immediately available funds: (i) $250,000 on September 23, 2016; (ii) $100,000 on October 24, 2016; and (iii) $1,150,000, plus all accrued and unpaid interest due under the LogicMark Note on October 31, 2016. The Company also agreed to reduce the Escrow Amount (as defined in the Interest Purchase Agreement) by a total of $500,000, and to make certain other changes to the definition of “Escrow Amount” in the Purchase Agreement. The Company also agreed to make certain representations and warranties in respect of the Lender’s forbearance. The LogicMark Note originally was to mature on September 23, 2016 but was extended to April 15, 2017. The Company is Pro Forma Financial Information The following table summarizes the unaudited pro forma financial information assuming that the acquisition of LogicMark occurred on January 1, 2016, and its results had been included in the Company’s financial results for the three months ended March 31, 2016. The pro forma combined amounts are based upon available information and reflect a reasonable estimate of the effects of the LogicMark acquisition for the periods presented on the basis set forth herein. The following unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent what the financial position or results of operations would have been had the LogicMark acquisition in fact occurred on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Three months ended March 31, 2016 (unaudited) Pro forma: Net Sales $ 3,317,476 Net Loss applicable to Common Stockholders $ (6,752,784 ) Net Loss Per Share - Basic and Diluted applicable to Common Stockholders $ (1.27 ) The unaudited pro forma net loss attributable to Nxt-ID, Inc. has been calculated using actual historical information and is adjusted for certain pro forma adjustments based on the assumption that the acquisition of LogicMark and the application of fair value adjustments to intangible assets occurred on January 1, 2016. The pro forma adjustments for the three months ended March 31, 2016 include the following adjustments, (a) amortization expense related to the acquired intangible assets of $200,158; (b) interest expense including the amortization of deferred debt issue costs of $1,251,627; (c) reduction in depreciation expense of $6,608; and (d) amortization of the inventory fair value adjustment of $945,212.

Strategic Agreements with World

Strategic Agreements with World Ventures Holdings	3 Months Ended
	Mar. 31, 2017
Strategic Agreements with World Ventures Holdings [Abstract]
STRATEGIC AGREEMENTS WITH WORLD VENTURES HOLDINGS	Note 6 – Strategic Agreements with world ventures holdings On December 31, 2015, the Company entered into a Master Product Development Agreement (the “Development Agreement”) with World Ventures Holdings, LLC (“WVH”), a related party and the Company’s largest stockholder. In connection with the Development Agreement, on December 31, 2015, the Company entered into a securities purchase agreement (the “WVH Purchase Agreement”) with WVH providing for the issuance and sale by the Company of 1,005,000 shares (the “WVH Shares”) of Common Stock and a common stock purchase warrant (the “WVH Warrant”) to purchase 251,250 shares (the “WVH Warrant Shares”) of Common Stock, for an aggregate purchase price of $2,000,000. The WVH Warrant is initially exercisable on the five (5) month anniversary of the issuance date at an exercise price equal to $7.50 per share and has a term of exercise equal to two (2) years and seven (7) months from the date on which first exercisable. On April 28, 2016, the exercise price of the WVH Warrant was modified to $4.00. During the three months ended March 31, 2017, the Company recorded revenue of $2,708,036 related to WVH. At March 31, 2017, the Company’s accounts receivable balance included $1,593,500 due from WVH.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	Note 7 – Stockholders’ Equity Series A Preferred Stock For the three months ended March 31, 2017, the Company recorded Series A Preferred Stock dividends of $31,395. During the three months ended March 31, 2017 holders of 100,899 shares of Series A Preferred Stock converted $197,105 of Series A Preferred Stock and dividends into 83,876 shares of common stock. As of March 31, 2017 the outstanding principal balance on the Series A Preferred Stock was $110,525. Series B Preferred Stock For the three months ended March 31, 2017, the Company recorded Series B Preferred Stock dividends of $281,250. During the three months ended March 31, 2017 holders of 1,326,692 shares of Series B Preferred Stock converted $1,791,035 of Series B Preferred Stock, dividends and liquidated damages into 808,480 shares of common stock. As of March 31, 2017 the outstanding principal balance on the Series B Preferred Stock was $3,173,308. Long-Term Stock Incentive Plan On January 4, 2013, a majority of the Company’s stockholders approved by written consent the Company’s 2013 Long-Term Stock Incentive Plan (“LTIP”). The maximum aggregate number of shares of common stock that may be issued under the LTIP, including stock awards, stock issued to directors for serving on the Company’s board, and stock appreciation rights, is limited to 10% of the shares of Common Stock outstanding on the first business or trading day of any fiscal year, which is 737,992 at January 1, 2017. During the three months ended March 31, 2017, the Company issued 32,433 shares of common stock under the plan to three non-executive directors for serving on the Company’s board. The aggregate fair value of the shares issued to the directors was $60,000. Also during the three months ended March 31, 2017, the Company issued 237,559 shares of Common Stock with an aggregate fair value of $400,000 to executive and certain non-executive employees related to the Company’s 2016 management incentive plan. The vesting period for these restricted shares of common stock is thirty-six months. During the three months ended March 31, 2017 and 2016, the Company expensed $26,250 related to these restricted stock awards. At March 31, 2017, a total of 453,939 shares of common stock have been issued from the Plan and 284,062 are available to be issued. During the three months ended March 31, 2017, the Company accrued $150,000 of discretionary management and employee bonus expense. During the three months ended March 31, 2017, the Company issued 38,906 shares of common stock with a fair value of $73,980 to non-employees for services rendered.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 8 – Commitments and Contingencies Legal Matters On November 12, 2015, the Company received a complaint that one of its technologies infringed upon one or more claims of a patent(s) issued to the claimant. The claimant has subsequently acknowledged that the Company is not currently infringing on their patent(s) as the technology in question is not commercially available at the current time. The Company is in the process of negotiating a future royalty agreement with the claimant should it decide to introduce this technology in the future. From time to time we may be involved in various claims and legal actions arising in the ordinary course of our business. Other than as described above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our 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 is a party to certain leases for office space and warehouse facilities, with monthly payments ranging from $1,750 to $8,850, expiring on various dates through February 2018. The Company incurred rent expense of $44,165 and $31,903 for the three months ended March 31, 2017 and March 31, 2016, respectively. Minimum lease payments for non-cancelable operating leases are as follows: Future Lease Obligations 2017 $ 107,993 2018 2,340 Total future lease obligations $ 110,333

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 9 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. From April 4, 2017 through May 10, 2017, purchasers of the Series B Preferred Stock converted an aggregate $1,867,788 of Series B Preferred Stock, dividends and liquidated damages into 993,507 shares of common stock.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Summary of Significant 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions included those related to the fair value of acquired assets and liabilities, stock based compensation, derivative instruments, income taxes, accounts receivable and inventories, 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, 3D-ID and LogicMark. Intercompany balances and transactions have been eliminated in consolidation.
CONCENTRATIONS OF CREDIT RISK	Concentrations of Credit Risk During the three months ended March 31, 2017, the Company recognized revenue of $2,708,036 from World Ventures Holdings, LLC (“WVH”), a related party and the Company’s largest stockholder. At March 31, 2017, the Company’s accounts receivable balance included $1,593,500 due from WVH.
REVENUE RECOGNITION	Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, the service has been rendered or product delivery has occurred, the price is fixed or readily determinable and collectability of the sale is reasonably assured.
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. The Company had no allowance for doubtful accounts at March 31, 2017 and December 31, 2016.
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, 2017 inventory was comprised of $3,909,176 in raw materials and $1,311,605 in finished goods on hand. Inventory at December 31, 2016 was comprised of $3,797,499 in raw materials and $1,544,001 in finished goods on hand. The Company is required to prepay for raw materials with certain vendors until credit terms can be established. As of March 31, 2017, and December 31, 2016, the Company had prepaid inventory of $1,801,816 and $1,089,770, respectively. These prepayments were made primarily for raw materials inventory and prepaid inventory is included in prepaid expenses and other current assets on the condensed consolidated balance sheet.
GOODWILL	Goodwill The Company’s goodwill relates to the acquisition of LogicMark. The Company will begin testing goodwill for impairment annually in the third quarter of each year using data as of August 1 of that year. Authoritative accounting guidance allows the Company to first assess qualitative factors to determine whether it is necessary to perform the more detailed two-step quantitative goodwill impairment test. The Company performs the quantitative test if its qualitative assessment determined it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units or assets. The quantitative goodwill impairment test, if necessary, is a two-step process. The first step is to identify the existence of a potential impairment by comparing the fair value of a reporting unit (the estimated fair value of a reporting unit is calculated using a discounted cash flow model) with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the reporting unit’s goodwill is considered not to be impaired and performance of the second step of the quantitative goodwill impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss to be recorded, if any. The second step of the quantitative goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined using the same approach as employed when determining the amount of goodwill that would be recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its assets and liabilities as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire the reporting unit.
OTHER INTANGIBLE ASSETS	Other Intangible Assets The Company’s intangible assets are all related to the acquisition of LogicMark and are included in other intangible assets in the Company’s condensed consolidated balance sheets at March 31, 2017, and December 31, 2016. At March 31, 2017, the other intangible assets are comprised of patents of $3,844,707; trademarks of $1,214,498; and customer relationships of $3,038,675. At December 31, 2016, the other intangible assets are comprised of patents of $3,936,612; trademarks of $1,230,002; and customer relationships of $3,119,111. 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, 2017, the Company had amortization expense of $187,845 related to the intangible assets. As of March 31, 2017, amortization expense estimated for the remainder of fiscal 2017 is approximately $574,000 and for each of the next five fiscal years, 2018 through 2022 the amortization expense is estimated to be approximately $762,000 per year.
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. 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 common shares outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. Potentially dilutive securities of 1,749,805 realizable from the Series A Preferred Stock and Series B Preferred Stock (as defined in Note 7), 575,000 from the convertible exchange notes and from the exercise of 1,829,049 warrants as of March 31, 2017 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of March 31, 2016, potentially dilutive securities from the conversion of convertible notes of $838,171 and related accrued interest and from the exercise of warrants into 756,549 shares of Common Stock were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.
RECENT ACCOUNTING PRONOUNCEMENTS	Recent Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”), “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 will affect all entities that issue share-based payment awards to their employees and is effective for annual periods beginning after December 15, 2016 for public entities. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company

Acquisition of LogicMark LLC (T

Acquisition of LogicMark LLC (Tables)	3 Months Ended
	Mar. 31, 2017
Acquisition of LogicMark LLC [Abstract]
Summarizes the unaudited pro forma financial information	Three months ended March 31, 2016 (unaudited) Pro forma: Net Sales $ 3,317,476 Net Loss applicable to Common Stockholders $ (6,752,784 ) Net Loss Per Share - Basic and Diluted applicable to Common Stockholders $ (1.27 )

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies [Abstract]
Schedule of future lease obligation	2017 $ 107,993 2018 2,340 Total future lease obligations $ 110,333

Organization and Basis of Pre18

Organization and Basis of Presentation (Details) - USD ($)	Sep. 23, 2016	Jul. 25, 2016	Mar. 31, 2017	Dec. 31, 2016
Organization and Basis of Presentation (Textual)
Payments to LogicMark sellers, description		(i) up to $1,500,000 for calendar year 2016 and (ii) up to $5,000,000 for calendar year 2017 if LogicMark meets certain gross profit targets set forth in the Interest Purchase Agreement. The LogicMark Note originally was to mature on September 23, 2016 but was extended to April 15, 2017.
Convertible notes payable, Maturity date	Sep. 23, 2016	Sep. 23, 2016
Current liabilities			$ 1,500,000	$ 1,496,442
Logic Mark [Member]
Organization and Basis of Presentation (Textual)
Aggregate amount			1,500,000
Current liabilities			$ 813,635

Reverse Stock Split (Details)

Reverse Stock Split (Details)	3 Months Ended
	Mar. 31, 2017
Reverse Stock Split [Abstract]
Reverse stock split, description	On September 1, 2016, the Company's board of directors and stockholders approved a resolution to amend the Company's Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company's outstanding common stock at a ratio of 1-for-10 (the "Reverse Split"). On September 9, 2016, the Company effected the Reverse Split. Upon effectiveness of the Reverse Split, every 10 shares of outstanding common stock decreased to one share of common stock. Throughout this report, the Reverse Split was retroactively applied to all periods presented.

Liquidity and Management Plans

Liquidity and Management Plans (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Liquidity and Management Plans (Textual)
Operating profit	$ 1,066,902	$ (2,327,283)
Net loss	(730,215)	$ (5,411,696)
Working capital deficiency	1,391,950
Stockholders' equity	$ 2,896,650		$ 2,818,731

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Summary of Significant Accounting Policies (Textual)
Inventory raw materials	$ 3,909,176		$ 3,797,499
Inventory finished goods	1,311,605		1,544,001
Prepaid inventory	1,801,816		$ 1,089,770
Antidilutive earnings per share, amount			1,749,805
Amortization of intangible assets	187,845
Amortization expense estimated for 2017	574,000
Amortization expense estimated for 2018	762,000
Amortization expense estimated for 2019	762,000
Amortization expense estimated for 2020	762,000
Amortization expense estimated for 2021	$ 762,000
Patents [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	11 years
Patents	$ 3,844,707		$ 3,936,612
Trademarks [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	20 years
Trademarks	$ 1,214,498		1,230,002
Customer Relationships [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	10 years
Trademarks			$ 3,119,111
Customer relationships	$ 3,038,675
Convertible Notes [Member]
Summary of Significant Accounting Policies (Textual)
Antidilutive earnings per share, amount	575,000
Conversion of convertible notes		$ 838,171
WVH [Member]
Summary of Significant Accounting Policies (Textual)
Sales revenue	$ 2,708,036
Accounts receivable due from WVH	$ 1,593,500
Warrants [Member]
Summary of Significant Accounting Policies (Textual)
Antidilutive earnings per share, amount	1,829,049
Common stock, shares		756,549

Acquisition of LogicMark LLC (D

Acquisition of LogicMark LLC (Details)	3 Months Ended
	Mar. 31, 2016USD ($)$ / shares
Pro forma:
Net Sales	$ 3,317,476
Net Loss applicable to Common Stockholders	$ (6,752,784)
Net Loss Per Share - Basic and Diluted applicable to Common Stockholders | $ / shares	$ (1.27)

Acquisition of LogicMark LLC 23

Acquisition of LogicMark LLC (Details Textual) - USD ($)	Sep. 23, 2016	Jul. 25, 2016	Mar. 31, 2017	Mar. 31, 2016
Acquisition of LogicMark LLC (Textual)
Debt issuance costs			$ 1,357,356
Unamortized balance of deferred debt issue costs			$ 428,316
Prime borrowing rate		15.00%
Notes payable, Maturity date	Sep. 23, 2016	Sep. 23, 2016
Forbearance agreement, description	(i) $250,000 on September 23, 2016; (ii) $100,000 on October 24, 2016; and (iii) $1,150,000, plus all accrued and unpaid interest due under the Note on October 31, 2016.
Escrow amount	$ 500,000
Amortization expense related intangible assets				$ 200,158
Amortization deferred debt issuance costs				1,251,627
Reduction depreciation expense				6,608
Amortization of inventory fair value adjustment				$ 945,212
Note originally issued amount	$ 2,500,000
Revolving Credit Facility [Member]
Acquisition of LogicMark LLC (Textual)
Notes payable, Maturity date		Jul. 25, 2017

Strategic Agreements with Wor24

Strategic Agreements with World Ventures Holdings (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2015	Apr. 28, 2016
WVH [Member]
Strategic Agreements with World Ventures Holdings (Textual)
Expenditure description		The WVH Warrant is initially exercisable on the five (5) month anniversary of the issuance date at an exercise price equal to $7.50 per share and has a term of exercise equal to two (2) years and seven (7) months from the date on which first exercisable. On April 28, 2016, the exercise price of the WVH Warrant was modified to $4.00.
Warrant exercise price			$ 4
Revenue	$ 2,708,036
Accounts receivable due from WVH	$ 1,593,500
Securities Purchase Agreement [Member]
Strategic Agreements with World Ventures Holdings (Textual)
Sale of common stock , Shares		1,005,000
Common stock purchase warrant		251,250
Aggregate purchase price		$ 2,000,000
Warrant exercise price		$ 7.50

Stockholders' Equity (Details)

Stockholders' Equity (Details)	1 Months Ended	3 Months Ended
	Nov. 18, 2014employees	Mar. 31, 2017USD ($)directorsshares	Mar. 31, 2016USD ($)	Dec. 31, 2016shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued under stock incentive plan, shares		453,939
Restricted stock expense | $		$ 26,250	$ 26,250
Discretionary management and employee bonus expense | $		$ 150,000
Non-executive employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares for services rendered		38,906
Common stock fair value for services rendered | $		$ 73,980
Series A Preferred Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock dividend | $		$ 31,395
Preferred stock dividend into shares		83,876
Preferred stock, shares outstanding		110,525		211,424
Conversion of stock, converted | $		$ 197,105
Conversion of stock, converted shares		100,899
Series B Preferred Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock dividend | $		$ 281,250
Preferred stock dividend into shares		808,480
Preferred stock, shares outstanding		3,173,308		4,500,000
Conversion of stock, converted | $		$ 1,791,035
Conversion of stock, converted shares		1,326,692
Long-Term Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Long-term stock incentive plan, description		The maximum aggregate number of shares of common stock that may be issued under the LTIP, including stock awards, stock issued to directors for serving on the Company's board, and stock appreciation rights, is limited to 10% of the shares of Common Stock outstanding on the first business or trading day of any fiscal year, which is 737,992 at January 1, 2017.
Long-Term Stock Incentive Plan [Member] | Non-executive directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued under stock incentive plan, shares		32,433
Shares issued under stock incentive plan | $		$ 60,000
Number of employees under stock incentive plan | directors		3
Long-Term Stock Incentive Plan [Member] | Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued under stock incentive plan, shares		237,559
Shares issued under stock incentive plan | $		$ 400,000
Long-Term Stock Incentive Plan [Member] | Non-executive employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock issued		284,062
Shares issued under stock incentive plan, shares		237,559
Shares issued under stock incentive plan | $		$ 400,000
Number of employees under stock incentive plan | employees	1
Restricted shares vesting period description	The vesting period for these restricted shares of common stock is thirty-six months.

Commitments and Contingencies26

Commitments and Contingencies (Details)	Mar. 31, 2017USD ($)
Commitments and Contingencies [Abstract]
2,017	$ 107,993
2,018	2,340
Total future lease obligations	$ 110,333

Commitments and Contingencies27

Commitments and Contingencies (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Commitments and Contingencies (Textual)
Rent expenses	$ 44,165	$ 31,903
Office Space [Member]
Commitments and Contingencies (Textual)
Lease expiration date	Feb. 28, 2018
Office Space [Member] | Minimum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount	$ 1,750
Office Space [Member] | Maximum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount	$ 8,850

Subsequent Events (Details)

Subsequent Events (Details) - Series B Preferred Stock [Member] - Subsequent Event [Member]	1 Months Ended
	May 10, 2017USD ($)shares
Subsequent Events (Textual)
Liquidated damages | shares	993,507
Preferred stock converted into common stock, value | $	$ 1,867,788