LogicMark (LGMK) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 12, 2018
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	Sep. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		25,066,306

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets
Cash	$ 780,492	$ 5,636,415
Restricted cash	1,242,734	40,371
Accounts receivable, net	339,919	382,282
Inventory, net	1,349,949	706,322
Prepaid expenses and other current assets	694,437	805,844
Assets associated with discontinued operations	3,788,666	4,428,944
Total Current Assets	8,196,197	12,000,178
Property and equipment:
Equipment	193,119	193,119
Furniture and fixtures	89,829	79,063
Tooling and molds	630,481	630,481
Property and equipment, gross	913,429	902,663
Accumulated depreciation	(703,753)	(616,409)
Property and equipment, net	209,676	286,254
Assets associated with discontinued operations	12,420,544	12,952,744
Goodwill	15,479,662	15,479,662
Other intangible assets, net of amortization of $1,650,456 and $1,080,660, respectively	6,954,111	7,523,907
Total Assets	43,260,190	48,242,745
Current Liabilities
Accounts payable	1,556,046	1,146,552
Accrued expenses	1,466,506	2,448,157
Short-term debt	1,265,192	266,201
Other current liabilities - contingent consideration	535,948	3,656,660
Liabilities associated with discontinued operations	2,217,744	3,165,342
Total Current Liabilities	7,041,436	10,682,912
Other long-term liabilities - contingent consideration	3,088,458	3,902,068
Long-term debt	425,921	585,641
Revolving loan facility, net of deferred debt issuance costs of $0 and $200,744, respectively		11,799,256
Term loan facility, net of debt discount of $655,470 and deferred debt issuance costs of $1,164,979, respectively	13,127,319
Deferred tax liability	83,853	335,401
Total Liabilities	23,766,987	27,305,278
Commitments and Contingencies
Series C Preferred Stock
Series C Preferred Stock, par value $0.0001 per share: 2,000 shares designated; 2,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	1,807,300	1,807,300
Stockholders' Equity
Common Stock, par value $0.0001 per share: 100,000,000 shares authorized; 24,879,352 and 23,583,593 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	2,488	2,358
Additional paid-in capital	64,482,214	62,052,483
Accumulated deficit	(46,798,799)	(42,924,674)
Total Stockholders' Equity	17,685,903	19,130,167
Total Liabilities, Series C Preferred Stock and Stockholders' Equity	43,260,190	48,242,745
Series A Preferred Stock
Stockholders' Equity
Preferred stock, value
Series B Preferred Stock
Stockholders' Equity
Preferred stock, value

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Other intangible assets, net of amortization	$ 1,650,456	$ 1,080,660
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	24,879,352	23,583,593
Common stock, shares outstanding	24,879,352	23,583,593
Revolving loan facility
Debt issuance costs	$ 0	$ 200,744
Term loan facility
Net of debt discount	655,470
Debt issuance costs	$ 1,164,979
Series A Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	3,125,000	3,125,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,500,000	4,500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000	2,000
Preferred stock, shares issued	2,000	2,000
Preferred stock, shares outstanding	2,000	2,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Statements of Operations [Abstract]
Revenues	$ 4,367,719	$ 3,665,862	$ 13,082,764	$ 11,686,813
Cost of goods sold	1,172,409	1,103,931	3,575,300	3,479,337
Gross Profit	3,195,310	2,561,931	9,507,464	8,207,476
Operating Expenses
General and administrative	1,698,894	2,291,680	5,089,874	5,400,471
Selling and marketing	1,067,448	985,116	3,026,108	2,889,870
Research and development	200,519	355,438	522,043	513,422
Total Operating Expenses	2,966,861	3,632,234	8,638,025	8,803,763
Operating Income (Loss)	228,449	(1,070,303)	869,439	(596,287)
Other Income and (Expense)
Interest expense	(580,152)	(2,172,748)	(2,378,519)	(5,595,324)
Loss on the extinguishment of debt			(68,213)
Warrant modification expense	(345,280)		(345,280)
Change in fair value of contingent consideration	461,916	(80,307)	778,234	(133,755)
Total Other Expense, Net	(463,516)	(2,253,055)	(2,013,778)	(5,729,079)
Loss before Income Taxes	(235,067)	(3,323,358)	(1,144,339)	(6,325,366)
Income Tax Benefit (Expense)	83,850	(93,188)	251,548	(279,563)
Loss from Continuing Operations	(151,217)	(3,416,546)	(892,791)	(6,604,929)
(Loss) Income from Discontinued Operations	(1,111,283)	(614,606)	(2,981,334)	644,245
Net Loss	(1,262,500)	(4,031,152)	(3,874,125)	(5,960,684)
Preferred stock dividends	(25,000)	(97,080)	(75,000)	(705,149)
Net Loss applicable to Common Stockholders	$ (1,287,500)	$ (4,128,232)	$ (3,949,125)	$ (6,665,833)
Loss Per Share from Continuing Operations - Basic and Diluted	$ (0.01)	$ (0.24)	$ (0.04)	$ (0.66)
(Loss) Income Per Share from Discontinued Operations - Basic and diluted	(0.04)	(0.04)	(0.12)	0.06
Net Loss Per Share - Basic and Diluted	$ (0.05)	$ (0.28)	$ (0.16)	$ (0.6)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	24,656,817	14,849,099	24,397,654	11,023,375

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows from Operating Activities
Net Loss	$ (3,874,125)	$ (5,960,684)
(Loss) Income from discontinued operations	(2,981,334)	644,245
Loss from continuing operations	(892,791)	(6,604,929)
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations:
Depreciation	87,344	112,852
Stock based compensation	819,992	1,381,974
Amortization of debt discount	50,071	1,448,506
Amortization of intangible assets	569,796	569,796
Loss on extinguishment of debt	60,713
Amortization of discount on contingent consideration		124,701
Amortization of deferred debt issuance costs	229,022	985,516
Change in fair value of contingent consideration	(778,234)	133,755
Non-cash charge for modification of convertible exchange note terms		191,630
Non-cash charge for modification of warrant terms	345,280	37,000
Deferred taxes	(251,548)	279,563
Changes in operating assets and liabilities:
Accounts receivable	42,363	77,055
Inventory	(643,627)	362,788
Prepaid expenses and other current assets	10,266	(320,254)
Accounts payable	411,903	(54,011)
Accrued expenses	(863,632)	389,713
Total Adjustments	89,709	5,720,584
Net Cash Used in Operating Activities of Continuing Operations	(803,082)	(884,345)
Cash Flows from Investing Activities
Restricted cash	(1,202,363)
Pay down of contingent consideration		(1,500,000)
Acquisition, net of cash acquired		(89,111)
Purchase of equipment	(10,766)	(1,459)
Net Cash Used in Investing Activities of Continuing Operations	(1,213,129)	(1,590,570)
Cash Flows from Financing Activities
Pay down of short-term debt	(212,961)	(773,969)
Proceeds received in connection with issuance of common stock and warrants, net		3,069,940
Proceeds received from issuance of convertible exchange notes		594,408
Pay down of contingent consideration	(3,156,088)
Term loan borrowings, net of deferred debt issue costs	14,906,030
Payment of closing related fees	(45,239)	(9,719)
Revolver pay down, net	(12,000,000)
Proceeds from exercise of common stock warrants	425,000
Net Cash (Used in) Provided by Financing Activities of Continuing Operations	(83,258)	2,880,660
Net (Decrease) Increase in Cash from Continuing Operations	(2,099,469)	405,745
Cash Flows from Discontinued Operations:
Cash used by operating activities of discontinued operations	(2,749,588)	(3,185,795)
Cash used in investing activities of discontinued operations	(6,866)	(5,027)
Net Cash Used by Discontinued Operations	(2,756,454)	(3,190,822)
Net Decrease in Cash	(4,855,923)	(2,785,077)
Cash - Beginning of Period	5,636,415	3,299,679
Cash - End of Period	780,492	514,602
Cash paid during the periods for:
Interest	2,670,897	2,832,934
Taxes	13,775	4,500
Non-cash financing activities:
Equipment purchases on payment terms		10,075
Fees incurred in connection with revolving credit facility		450,000
Accrued fees incurred in connection with equity offerings	40,097	102,123
Issuance of common stock in connection with conversion of Series A Preferred Stock and related dividends		338,749
Issuance of common stock in connection with conversion of Series B Preferred Stock and related dividends and liquidated damages		6,075,000
Accrued Series C Preferred Stock dividends	75,000	35,890
Non cash consideration paid for Fit Pay acquisition		$ 10,004,184

Organization and Basis of Prese

Organization and Basis of Presentation	9 Months Ended
	Sep. 30, 2018
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. The Company is a security technology company and operates its business in one segment – hardware and software security systems and applications. The Company is engaged in the development of proprietary products and solutions that serve multiple end markets, including the security, healthcare, financial technology and the Internet of Things (“IoT”) markets. The Company evaluates the performance of its business on, among other things, profit and loss from operations. With extensive experience in access control, biometric and behavior-metric identity verification, security and privacy, encryption and data protection, payments, miniaturization, and sensor technologies, the Company develops and markets solutions for payment, IoT and healthcare applications. On July 25, 2016, the Company completed the acquisition of LogicMark, LLC (“LogicMark”) pursuant to an Interest Purchase Agreement by and among the Company, LogicMark and the holders of all of the membership interests of LogicMark (the “LogicMark Sellers”), dated May 17, 2016 (the “Interest Purchase Agreement”). Pursuant to the Interest Purchase Agreement, we acquired all of the membership interests of LogicMark from the LogicMark Sellers for (i) $17.5 million in cash consideration, (ii) $2.5 million in a secured promissory note (the “LogicMark Note”) issued to LogicMark Investment Partners, LLC, as representative of the LogicMark Sellers (the “LogicMark Representative”), (iii) 78,740 shares of our common stock, which were issued upon signing of the Interest Purchase Agreement (the “LogicMark Shares”), and (iv) warrants (the “LogicMark Warrants”) to purchase an aggregate of 157,480 shares of common stock (the “LogicMark Warrant Shares”) for no additional consideration. Such warrants were exercised on July 27, 2016. In addition, the Company was required to pay the LogicMark Sellers earn-out payments of (i) up to $1,500,000 for calendar year 2016 and (ii) up to $5,000,000 for calendar year 2017 if LogicMark met certain gross profit targets set forth in the Interest Purchase Agreement. The earn-out payment related to 2016 and the remaining balance owed on the LogicMark Note including accrued interest were both paid in July 2017. See Note 4. Based on LogicMark’s operating results for the year ended December 31, 2017, the 2017 earnout amount owed by the Company was $3,156,088. As a result, the Company reduced the amount of contingent consideration due to the LogicMark Sellers by $1,843,912. The Company paid the 2017 earnout amount of $3,156,088 to the LogicMark Sellers in the second quarter of 2018. On May 23, 2017, the Company completed a merger (the “Merger”) pursuant to an executed Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Fit Merger Sub, Inc., a wholly-owned subsidiary of the Company (the “Merger Sub”), Fit Pay, Inc. (“Fit Pay”), Michael Orlando (“Orlando”), Giesecke & Devrient Mobile Security America, Inc. (“G&D”), the other stockholders of Fit Pay (the “Other Holders”) and Michael Orlando in his capacity as stockholder representative representing the Other Holders (the “Stockholder Representative,” and together with Orlando and G&D, the “Fit Pay Sellers”). In connection with the Merger, Fit Pay merged with and into the Merger Sub, with the Merger Sub continuing as the surviving entity and a wholly owned subsidiary of the Company. See Note 4. The Company’s wholly-owned subsidiary, LogicMark, manufactures and distributes non-monitored and monitored personal emergency response systems sold through the United States Department of Veterans Affairs, healthcare durable medical equipment dealers and distributors and monitored security dealers and distributors. The Company’s wholly-owned subsidiary, Fit Pay, has a proprietary technology platform that delivers payment, credential management, authentication and other secure services to the IoT ecosystem. The platform uses tokenization, a payment security technology that replaces cardholders’ account information with a unique digital identifier, to transact highly secure contactless payment and authentication services. On September 21, 2018, the Company announced that its board of directors approved a plan to separate the Company’s financial technology business from its healthcare business into an independent publicly traded company. The Company will distribute shares of the newly created company to the Company’s shareholders through the execution of a spin-off. As a result, the Company reclassified its financial technology business to discontinued operations for all periods reported. The Company’s financial technology business is comprised of its Fit Pay subsidiary and the intellectual property developed by Nxt-ID, Inc., including the Flye Smartcard and the Wocket. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2018, and for the nine and three months ended September 30, 2018 and September 30, 2017 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 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 September 30, 2018 and the condensed consolidated statements of operations for the nine and three months ended September 30, 2018 and September 30, 2017 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and September 30, 2017 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 nine and three months ended September 30, 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2018, or for any future interim period. The condensed consolidated balance sheet at December 31, 2017 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, 2017 and the notes thereto included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 2, 2018.

Liquidity and Management Plans

Liquidity and Management Plans	9 Months Ended
	Sep. 30, 2018
Liquidity and Management Plans [Abstract]
LIQUIDITY AND MANAGEMENT PLANS	Note 2 – Liquidity And Management Plans The Company is an emerging growth company and recorded operating income from continuing operations of $869,439 and a net loss from continuing operations of $892,791 during the nine months ended September 30, 2018. Certain of these factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these financial statements. However, given the Company’s cash position at September 30, 2018 and its projected cash flow from operations, the Company believes that it will have sufficient capital to sustain operations over the next twelve months following the date of this filing to alleviate such substantial doubt. As of September 30, 2018, the Company (excluding discontinued operations) had a working capital deficiency of $416,161 and stockholders’ equity of $17,685,903. In order to execute the Company’s long-term strategic plan to develop and commercialize its core products, fulfill its product development commitments and fund its obligations as they come due, the Company may need to raise additional funds, through public or private equity offerings, debt financings, or other means. Should the Company not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would need to engage in certain cost containment efforts, and/or curtail certain of its operational activities. The Company can give no assurance that any cash raised subsequent to September 30, 2018 will be sufficient to execute its business plan or meet its obligations. The Company can give no assurance that additional funds will be available on reasonable terms, or available at all, or that it will generate sufficient revenue to alleviate these conditions.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Summary of Significant 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, 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, LogicMark and Fit Pay. Intercompany balances and transactions have been eliminated in consolidation. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances in large well-established financial institutions located in the United States. At times, the Company’s cash balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Revenue Recognition The Company’s primary source of revenues is from product sales to its customers. 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. The Company’s revenue is recorded at the net amount to be received after deductions for discounts, allowances and product returns. 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 September 30, 2018 and December 31, 2017, the Company had an allowance for doubtful accounts of $132,383. 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 September 30, 2018, inventory was comprised of $1,349,949 in finished goods on hand. Inventory at December 31, 2017 was comprised of $706,322 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 September 30, 2018 and December 31, 2017, the Company had prepaid inventory of $272,571 and $326,651, 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. Goodwill The Company’s goodwill relates to the acquisitions of LogicMark and Fit Pay. Fit Pay is included in the Company’s discontinued operations (See Note 4). The Company began testing goodwill for impairment in the third quarter of 2017 as it relates to the acquisition of LogicMark. Authoritative accounting guidance allows the Company to first assess qualitative factors to determine whether it is necessary to perform the more detailed two-step quantitative goodwill impairment test. The Company performs the quantitative test if its qualitative assessment determined it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units or assets. The quantitative goodwill impairment test, if necessary, is a two-step process. The first step is to identify the existence of a potential impairment by comparing the fair value of a reporting unit (the estimated fair value of a reporting unit is calculated using a discounted cash flow model) with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the reporting unit’s goodwill is considered not to be impaired and performance of the second step of the quantitative goodwill impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss to be recorded, if any. The second step of the quantitative goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined using the same approach as employed when determining the amount of goodwill that would be recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its assets and liabilities as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire the reporting unit. As part of the annual evaluation of the LogicMark related goodwill, the Company utilized the option to first assess qualitative factors, which include but are not limited to, economic, market and industry conditions, as well as the financial performance of LogicMark. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that its reporting unit’s fair value is greater than its carrying amount. As of September 30, 2018, the Company determined that it was more likely than not that the fair value of LogicMark exceeded its respective carrying amount and therefore, a quantitative assessment was not required. As part of the evaluation of Fit Pay, the Company utilized the option to first assess qualitative factors, which include but are not limited to, economic, market and industry conditions, as well as the financial performance of Fit Pay. In accordance with the applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, it is determined that it is more likely than not that the reporting units fair value is greater than its carrying amount. Based on its assessment of the qualitative factors which included Fit Pay’s financial performance thus far, a quantitative analysis was performed, and as of September 30, 2018, the Company determined that based on a goodwill impairment analysis prepared by a third party valuation firm, the fair value of Fit Pay exceeded its respective carrying amount. Therefore, the Company has not recognized any goodwill impairment in 2018 as it relates to Fit Pay. Other Intangible Assets The Company’s intangible assets are related to the acquisition of LogicMark and are included in other intangible assets in the Company’s condensed consolidated balance sheets at September 30, 2018 and December 31, 2017. At September 30, 2018, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $3,285,105; trademarks of $1,120,093; and customer relationships of $2,548,912. At December 31, 2017, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $3,563,885; trademarks of $1,167,122; and customer relationships of $2,792,900. The Company will continue amortizing these intangible assets using the straight-line method over their estimated useful lives which for the patents, trademarks and customer relationships are 11 years; 20 years; and 10 years, respectively. During the nine and three months ended September 30, 2018, the Company had amortization expense of $569,796 and $192,019, respectively, related to the LogicMark intangible assets. During the nine and three months ended September 30, 2017, the Company had amortization expense of $569,796 and $192,019, respectively, related to the LogicMark intangible assets. As of September 30, 2018, total amortization expense estimated for the remainder of fiscal year 2018 is approximately $190,000, and for each of the next five fiscal years, 2019 through 2023, the total amortization expense is estimated to be as follows: 2019 - $762,000; 2020 - $762,000; 2021 - $762,000; and 2022 - $762,000. 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 warrants to purchase 5,090,352 shares of common stock as of September 30, 2018 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of September 30, 2017, potentially dilutive securities of 1,151,374 realizable from the convertible exchange notes and related accrued interest and from the exercise of warrants to purchase 3,926,251 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 July 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-17”). The amendments in ASU 2018-17 expand the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-17 supersedes Subtopic 505-50, Equity-Equity-Based Payments to Non-Employees. For public companies, the amendments in ASU 2018-17 are effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating the effect that ASU 2018-07 will have on the Company’s financial position and results of operations. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU was adopted and did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this ASU provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. This ASU was adopted and it did not have a material impact on the Company’s condensed consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash (“ASU No. 2016-18”). The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash and require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU No. 2016-18 is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2017. As permitted under the standard for emerging growth companies, the Company plans to adopt ASU 2016-18 in the first quarter of 2019. The Company is currently reviewing and evaluating this guidance and its impact on the Company’s condensed consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow- Scope Improvements and Practical Expedients” (“ASU 2016-12”). ASU 2016-12 will affect all entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for consideration. The amendments in ASU 2016-12 affect the guidance in ASU 2014-09 which is not yet effective. The amendments in ASU 2016-12 also affect narrow aspects of Topic 606 including among others: assessing collectability criterion, noncash consideration, and presentation of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for the amendments in ASU 2016-12 are the same as the effective date and transition requirements for ASU 2014-09 (discussed below). The Company is currently evaluating the effect that ASU 2016-12 will have on the Company’s financial position and results of operations. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2018
Discontinued Operations [Abstract]
DISCONTINUED OPERATIONS	Note 4 – Discontinued Operations On September 21, 2018, the Company announced that its board of directors approved a plan to separate the Company’s financial technology from its healthcare business into an independent publicly traded company. As a result, the Company has treated the financial technology business as a discontinued operation. The Company’s financial technology business is comprised of its Fit Pay subsidiary and the intellectual property developed by Nxt-ID, Inc., including the Flye Smartcard and the Wocket. The following table presents the assets and liabilities related to the financial technology product line classified as assets and liabilities associated with discontinued operations in the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017: September 30, December 31, 2018 2017 Accounts receivable, net $ 1,076,547 $ 1,424,503 Inventory, net 1,974,656 2,353,195 Prepaid expenses and other assets 737,463 651,246 Total current assets associated with discontinued operations $ 3,788,666 $ 4,428,944 Property and equipment, net 28,209 30,386 Goodwill 9,119,709 9,119,709 Other intangible assets 3,272,626 3,802,649 Total non-current assets associated with discontinued operations $ 12,420,544 $ 12,952,744 Accounts payable $ 175,465 $ 319,827 Accrued expenses 55,703 16,910 Customer deposits 1,986,576 2,828,605 Total liabilities associated with discontinued operations $ 2,217,744 $ 3,165,342 The following table represents the financial results of the discontinued operations for the nine and three months ended September 30, 2018 and 2017: Nine Months Ended Three Months Ended September 30, September 30, 2018 2017 2018 2017 Net sales $ 1,521,732 $ 7,180,751 $ 122,464 $ 864,226 Cost of sales 794,313 5,261,455 66,595 602,089 Gross profit 727,419 1,919,296 55,869 262,137 Operating expenses 3,706,873 1,273,444 1,165,999 875,572 Interest expense 1,880 1,607 1,153 1,171 (Loss) income from discontinued operations $ (2,981,334 ) $ 644,245 $ (1,111,283 ) $ (614,606 )

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2018
Acquisitions [Abstract]
ACQUISITIONS	Note 5 – Acquisitions Acquisition of logicmark llc On July 25, 2016, the Company completed the acquisition of LogicMark. The Company determined that as of July 25, 2016, it was more likely than not that these gross profit targets as they relate to the contingent considerations would be achieved and any fair value adjustment of the earnout was due to time value of the payout. Based on LogicMark’s operating results for the year ended December 31, 2017, the Company reduced the amount of contingent consideration due to the LogicMark Sellers by $1,843,912. The On July 25, 2016, in order to fund part of the proceeds of the LogicMark acquisition, the Company and a group of lenders, including ExWorks Capital Fund I, L.P. as agent for the lenders (collectively, the “Lenders”), entered into a Loan and Security Agreement (the “Loan Agreement”), whereby the Lenders extended a revolving loan (the “Revolving Loan”) to the Company in the principal amount of $15,000,000 (the “Debt Financing”). The interest rate on the Revolving Loan is 15% per annum and the Revolving Loan was scheduled to mature in July 2018. During the year ended December 31, 2017, the Company paid down $3,000,000 of the Revolving Loan. The Company originally incurred $1,357,356 in deferred debt issue costs related to the Revolving Loan. In addition, the Company incurred an additional $450,000 in deferred debt issue costs as a result of extending the revolving loan facility for one additional year. At September 30, 2018 and December 31, 2017, the unamortized balance of deferred debt issue costs was $0 and $200,744, respectively. In April 2018, the Company borrowed $1,500,000 against the Revolving Loan and on May 24, 2018, the Company repaid the entire outstanding revolver balance of $13,500,000 due to the Lenders with funds received as a result of the refinancing with Sagard Holdings Manager LP. See Note 6. In addition, the Company also paid $1,179,375 in accrued interest due to the Lenders. In connection with the pay down and termination of the revolving loan facility, the Company recorded a loss from the extinguishment of debt totaling $68,213 which was comprised of $60,713 of unamortized deferred debt issue costs related to the extension of the revolving loan facility for one additional year and the Company also paid $7,500 in legal fees incurred by the Lenders of the Revolving Loan for the refinancing and termination of the revolving credit facility. Acquisition of Fit Pay As discussed in Note 1, the Company completed the Merger on May 23, 2017. Pursuant to the terms of the Merger Agreement, the aggregate purchase price paid for Fit Pay stock was: (i) 1,912,303 shares of common stock which was equivalent to 19.96% of the outstanding shares of common stock of the Company; (ii) 2,000 shares of the Series C Non-Convertible Voting Preferred Stock of the Company (the “Series C Preferred Stock”); (iii) the payment of certain debts by the Company; and (iv) the payment of certain unpaid expenses of the Fit Pay Sellers of $724,116 by the Company. In addition, the Company will be required to pay the Fit Pay Sellers an earn-out payment equal to 12.5% of the gross revenue derived from Fit Pay’s technology for sixteen (16) fiscal quarters commencing on October 1, 2017 and ending on December 31, 2021. To date, Fit Pay has had minimal revenue. The operating results of Fit Pay have been included in the condensed consolidated financial statements from the effective date of the acquisition, May 23, 2017. In connection with the Merger on May 23, 2017, the Company recorded deferred tax liabilities of $1,774,539 as part of its purchase price allocation. Allocation of Purchase Price of Fit Pay The purchase price to acquire Fit Pay was $10,104,184, of which $100,000 was paid by the Company in cash and $10,004,184 in non-cash consideration. The non-cash consideration was comprised of a $851,842 seller note, $3,289,161 shares of our common stock issued to the Fit Pay Sellers, $1,807,300 of Series C Preferred Stock issued to the Fit Pay Sellers and $4,055,881 in an earn-out provision. At the date of acquisition, the earn-out provision was discounted using a prime borrowing rate of 3.5%. The Merger Agreement was accounted for under the acquisition method of accounting. The purchase price was allocated to the tangible and identifiable assets acquired and liabilities assumed of Fit Pay based upon their estimated fair values. The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill. The Company completed its analysis of the fair value of the net assets acquired and the consideration granted through the use of an independent valuation firm and management’s preparation of estimates. The following table summarizes the assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed net of cash acquired, as of the date of acquisition of May 23, 2017: Cash $ 10,889 Accounts receivable 92,629 Other current assets 53,966 Property and equipment 31,968 Goodwill 9,119,709 Intangible assets (See Note 3) 4,137,400 Assets acquired 13,446,561 Accounts payable 165,650 Accrued liabilities 1,139,774 Customer deposits 262,414 Deferred taxes 1,774,539 Liabilities assumed 3,342,377 Net assets acquired $ 10,104,184 Goodwill arising from the transaction consists of the expected operational synergies upon combining the entity and intangibles not qualifying for separate recognition. In connection with the Fit Pay acquisition, the Company entered into an employment agreement with Michael Orlando, the former Chief Executive Officer of Fit Pay. Mr. Orlando is now the Chief Operating Officer of the Company and President of our wholly-owned subsidiary, Fit Pay. The term of the employment agreement is for one (1) year and the employment agreement includes provisions for term extensions. In addition to Mr. Orlando’s salary, the employment agreement also provides for all necessary and reasonable out-of-pocket expenses incurred in the performance of his duties under the agreement, eligibility to participate in bonus or incentive compensation plans of the Company and eligibility to receive equity awards as determined by the Company’s board of directors.

Debt Refinancing

Debt Refinancing	9 Months Ended
	Sep. 30, 2018
Debt Refinancing [Abstract]
DEBT REFINANCING	Note 6 – Debt refinancing On May 24, 2018, LogicMark, a wholly owned subsidiary of Nxt-ID, entered into a Senior Secured Credit Agreement (the “Credit Agreement”) with the lenders thereto and Sagard Holdings Manager LP, as administrative agent and collateral agent for the lenders party to the Credit Agreement (collectively, the “Lender”), whereby the Lender extended a term loan (the “Term Loan”) to LogicMark in the principal amount of $16,000,000. The maturity date of the Term Loan is May 24, 2023. The outstanding principal amount of the Term Loan bears interest at a rate of LIBOR, adjusted monthly, plus 9.5% per annum (approximately 11.5% as of September 30, 2018). The Company incurred $1,253,970 in deferred debt issue costs related to the Term Loan. During the nine and three months ended September 30, 2018, the Company amortized $88,991 and $62,698, respectively, of the deferred debt issue costs which is included in interest expense in the condensed consolidated statement of operations. At September 30, 2018 the unamortized The Credit Agreement contains customary covenants, including The performance of LogicMark under the Credit Agreement is secured by: (a) a senior lien granted pursuant to a Security Agreement on all of the assets of LogicMark, the Company, 3D-ID, LLC (one of our wholly-owned subsidiaries) and Fit Pay (one of our wholly-owned subsidiaries); (b) a senior lien granted pursuant to an Intellectual Property Security Agreement on all of the intellectual property assets of the foregoing companies; and (c) a pledge of certain pledged securities of the foregoing companies pursuant to a Securities Pledge Agreement. The performance of LogicMark is guaranteed pursuant to a Guaranty Agreement by the Company, 3D-ID, LLC and Fit Pay. Warrants and Registration Rights In addition to entering into the Credit Agreement, the Company issued two (2) common stock purchase warrants (each, a “Sagard Warrant”) to Sagard Credit Partners, LP. Each Sagard Warrant is exercisable for 244,081 shares of the Company’s common stock (collectively, the “Sagard Warrant Shares”). Each Sagard Warrant will be exercisable beginning on May 24, 2018, for a period of five (5) years. The exercise price per share is $3.90 for the first Sagard Warrant and $4.88 for the second Sagard Warrant. The exercise price and the amount of shares of the Company’s common stock issuable upon exercise of each Sagard Warrant are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes or dilutive issuances. On May 24, 2018 the Company recorded a debt discount of $705,541. The debt discount is attributable to the aggregate fair value on the issuance date of both Sagard Warrants. The debt discount is being amortized using the effective interest method over the five-year term of the Term Loan. During the nine and three months ended September 30, 2018, the Company recorded $50,071 and $35,277, respectively, of debt discount amortization related to the Sagard Warrants. The debt discount amortization is included as part of interest expense in the condensed consolidated statement of operations. Each Sagard Warrant contains a covenant of the Company that within ninety (90) days of May 24, 2018, at the Company’s sole cost and expense, it will file or cause to be filed a registration statement covering the resale of the Sagard Warrant Shares, and will promptly provide confirmation of such registration to the holder. The registration statement covering the resale of the Sagard Warrant Shares was filed and became effective in July 2018. To the extent a legal opinion is required in connection therewith, such opinion shall be obtained by the Company at the Company’s expense. In no event shall the Company be responsible for any broker or similar commissions of any holder or any legal fees or other costs of the holder of the Sagard Warrants.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2018
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	Note 7 – Stockholders’ Equity 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 686,037 shares of common stock at January 1, 2018. During the nine months ended September 30, 2018, the Company issued an aggregate of 170,640 shares of common stock under the LTIP to five (5) non-employee directors for serving on the Company’s board. The aggregate fair value of the shares issued to the directors was $275,111. 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 In addition, during the nine months ended September 30, 2018, the Company issued 163,435 shares of common stock with an aggregate fair value of $353,019 to executive and certain non-executive employees related to the Company’s 2017 management incentive plan. During the nine months ended September 30, 2018, the Company accrued $575,000 of discretionary management and employee bonus expense. During the nine months ended September 30, 2018, the Company issued 274,666 shares of common stock with a fair value of $489,163 to non-employees for services rendered. Warrants On September 14, 2018, the Company entered into a Warrant Amendment and Exercise Agreement with certain holders (collectively, the “Investors”) of previously issued Common Stock Purchase Warrants (the “Old Warrants”). In connection with those certain Common Stock Purchase Warrants between the Company and the Investors dated July 13, 2017, July 19, 2017 and November 13, 2017 (the “Warrant Agreements”), the Company agreed to issue to the Investors warrants to purchase up to 3,273,601 shares of common stock at an exercise price of $2.00 per share, (the “New Warrants”), under certain circumstances. Under the terms of the Amendment Agreement, in consideration of the Investors’ exercising up to 3,273,601 of the Old Warrants, the exercise price per share of the Old Warrants was reduced to $1.50 per share. The Investors may continue to exercise the Old Warrants after December 31, 2018, but will not receive any New Warrants for any warrants exercised after that date. The exercise price per share of the New Warrants represented a 30% premium to the closing price for the Company’s Common Stock on September 14, 2018. The New Warrants, if issued, are exercisable for up to the original expiration dates of the Old Warrants, or July 19, 2022, January 23, 2023, or May 13, 2023, as applicable. The exercise price and number of shares issuable upon exercise of the New Warrants are subject to traditional adjustments for stock splits, combinations, recapitalization events and certain dilutive issuances. The New Warrants are required to be exercised for cash; however, if during the term of the New Warrants there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale of the shares issuable upon exercise of the New Warrants, then the New Warrants may be exercised on a cashless (net exercise) basis. As a result of this Warrant Amendment and Exercise Agreement, the Company recorded a warrant modification expense of $165,640 for the nine and three months ended September 30, 2018 related to the reduction in the exercise price of the Old Warrants from $2.00 to $1.50. In addition, the Company also recorded a warrant modification expense of $179,640 for the nine and three months ended September 30, 2018 resulting from the issuance of 150,000 replacement warrants with an exercise price of $2.00 for warrants that were exercised during the three months ended September 30, 2018. As of September 30, 2018, the Company had outstanding warrants to purchase an aggregate of 5,090,352 shares of common stock with a weighted average exercise price and remaining life of $5.42 and 3.565 years, respectively. At September 30, 2018, the warrants had no aggregate intrinsic value. During the nine months ended September 30, 2018, warrants to purchase an aggregate of 1,075,000 shares of common stock were exercised on a cashless basis into 437,018 shares of common stock. In addition, the Company received proceeds of $425,000 in connection with the exercise of warrants into 250,000 shares of common stock at an average exercise price of $1.70 per share. During the nine months ended September 30, 2018, 460 warrants with an exercise price of $10.00 expired.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 8 – Commitments and Contingencies Legal Matters From time to time we may be involved in various claims and legal actions arising in the ordinary course of our business. 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 $961 to $7,157, expiring on various dates through May 2021. The Company incurred rent expense of $127,684 and $136,520 for the nine months ended September 30, 2018 and September 30, 2017, respectively. Minimum lease payments for non-cancelable operating leases are as follows: Future Lease Obligations 2018 $ 24,173 2019 97,597 2020 70,310 2021 5,155 Total future lease obligations $ 197,235 The maturity of the Company’s debt is as follows: 2018 $ 53,240 2019 212,961 2020 212,961 2021 159,719 2022 - 2023 16,000,000 Total debt $ 16,638,881

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
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. On October 1, 2018, the Company issued 11,811 shares of its common stock for the payment of services with a grant date fair value of $15,000. On October 11, 2018, the Company issued 158,750 shares of its common stock to employees with a grant date fair value of $193,750. On October 12, 2018, the Company issued 16,393 shares of its common stock for the payment of services with a grant date fair value of $20,000.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
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 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, 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, LogicMark and Fit Pay. Intercompany balances and transactions have been eliminated in consolidation.
CONCENTRATIONS OF CREDIT RISK	Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances in large well-established financial institutions located in the United States. At times, the Company’s cash balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.
REVENUE RECOGNITION	Revenue Recognition The Company’s primary source of revenues is from product sales to its customers. 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. The Company’s revenue is recorded at the net amount to be received after deductions for discounts, allowances and product returns.
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 September 30, 2018 and December 31, 2017, the Company had an allowance for doubtful accounts of $132,383.
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 September 30, 2018, inventory was comprised of $1,349,949 in finished goods on hand. Inventory at December 31, 2017 was comprised of $706,322 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 September 30, 2018 and December 31, 2017, the Company had prepaid inventory of $272,571 and $326,651, 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.
GOODWILL	Goodwill The Company’s goodwill relates to the acquisitions of LogicMark and Fit Pay. Fit Pay is included in the Company’s discontinued operations (See Note 4). The Company began testing goodwill for impairment in the third quarter of 2017 as it relates to the acquisition of LogicMark. Authoritative accounting guidance allows the Company to first assess qualitative factors to determine whether it is necessary to perform the more detailed two-step quantitative goodwill impairment test. The Company performs the quantitative test if its qualitative assessment determined it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units or assets. The quantitative goodwill impairment test, if necessary, is a two-step process. The first step is to identify the existence of a potential impairment by comparing the fair value of a reporting unit (the estimated fair value of a reporting unit is calculated using a discounted cash flow model) with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the reporting unit’s goodwill is considered not to be impaired and performance of the second step of the quantitative goodwill impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss to be recorded, if any. The second step of the quantitative goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined using the same approach as employed when determining the amount of goodwill that would be recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its assets and liabilities as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire the reporting unit. As part of the annual evaluation of the LogicMark related goodwill, the Company utilized the option to first assess qualitative factors, which include but are not limited to, economic, market and industry conditions, as well as the financial performance of LogicMark. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that its reporting unit’s fair value is greater than its carrying amount. As of September 30, 2018, the Company determined that it was more likely than not that the fair value of LogicMark exceeded its respective carrying amount and therefore, a quantitative assessment was not required. As part of the evaluation of Fit Pay, the Company utilized the option to first assess qualitative factors, which include but are not limited to, economic, market and industry conditions, as well as the financial performance of Fit Pay. In accordance with the applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, it is determined that it is more likely than not that the reporting units fair value is greater than its carrying amount. Based on its assessment of the qualitative factors which included Fit Pay’s financial performance thus far, a quantitative analysis was performed, and as of September 30, 2018, the Company determined that based on a goodwill impairment analysis prepared by a third party valuation firm, the fair value of Fit Pay exceeded its respective carrying amount. Therefore, the Company has not recognized any goodwill impairment in 2018 as it relates to Fit Pay.
OTHER INTANGIBLE ASSETS	Other Intangible Assets The Company’s intangible assets are related to the acquisition of LogicMark and are included in other intangible assets in the Company’s condensed consolidated balance sheets at September 30, 2018 and December 31, 2017. At September 30, 2018, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $3,285,105; trademarks of $1,120,093; and customer relationships of $2,548,912. At December 31, 2017, the other intangible assets relating to the acquisition of LogicMark are comprised of patents of $3,563,885; trademarks of $1,167,122; and customer relationships of $2,792,900. The Company will continue amortizing these intangible assets using the straight-line method over their estimated useful lives which for the patents, trademarks and customer relationships are 11 years; 20 years; and 10 years, respectively. During the nine and three months ended September 30, 2018, the Company had amortization expense of $569,796 and $192,019, respectively, related to the LogicMark intangible assets. During the nine and three months ended September 30, 2017, the Company had amortization expense of $569,796 and $192,019, respectively, related to the LogicMark intangible assets. As of September 30, 2018, total amortization expense estimated for the remainder of fiscal year 2018 is approximately $190,000, and for each of the next five fiscal years, 2019 through 2023, the total amortization expense is estimated to be as follows: 2019 - $762,000; 2020 - $762,000; 2021 - $762,000; and 2022 - $762,000.
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 warrants to purchase 5,090,352 shares of common stock as of September 30, 2018 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of September 30, 2017, potentially dilutive securities of 1,151,374 realizable from the convertible exchange notes and related accrued interest and from the exercise of warrants to purchase 3,926,251 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 July 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-17”). The amendments in ASU 2018-17 expand the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-17 supersedes Subtopic 505-50, Equity-Equity-Based Payments to Non-Employees. For public companies, the amendments in ASU 2018-17 are effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating the effect that ASU 2018-07 will have on the Company’s financial position and results of operations. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU was adopted and did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this ASU provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. This ASU was adopted and it did not have a material impact on the Company’s condensed consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash (“ASU No. 2016-18”). The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash and require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU No. 2016-18 is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2017. As permitted under the standard for emerging growth companies, the Company plans to adopt ASU 2016-18 in the first quarter of 2019. The Company is currently reviewing and evaluating this guidance and its impact on the Company’s condensed consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow- Scope Improvements and Practical Expedients” (“ASU 2016-12”). ASU 2016-12 will affect all entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for consideration. The amendments in ASU 2016-12 affect the guidance in ASU 2014-09 which is not yet effective. The amendments in ASU 2016-12 also affect narrow aspects of Topic 606 including among others: assessing collectability criterion, noncash consideration, and presentation of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for the amendments in ASU 2016-12 are the same as the effective date and transition requirements for ASU 2014-09 (discussed below). The Company is currently evaluating the effect that ASU 2016-12 will have on the Company’s financial position and results of operations. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2018
Discontinued Operations [Abstract]
Schedule of discontinued operations	September 30, December 31, 2018 2017 Accounts receivable, net $ 1,076,547 $ 1,424,503 Inventory, net 1,974,656 2,353,195 Prepaid expenses and other assets 737,463 651,246 Total current assets associated with discontinued operations $ 3,788,666 $ 4,428,944 Property and equipment, net 28,209 30,386 Goodwill 9,119,709 9,119,709 Other intangible assets 3,272,626 3,802,649 Total non-current assets associated with discontinued operations $ 12,420,544 $ 12,952,744 Accounts payable $ 175,465 $ 319,827 Accrued expenses 55,703 16,910 Customer deposits 1,986,576 2,828,605 Total liabilities associated with discontinued operations $ 2,217,744 $ 3,165,342 Nine Months Ended Three Months Ended September 30, September 30, 2018 2017 2018 2017 Net sales $ 1,521,732 $ 7,180,751 $ 122,464 $ 864,226 Cost of sales 794,313 5,261,455 66,595 602,089 Gross profit 727,419 1,919,296 55,869 262,137 Operating expenses 3,706,873 1,273,444 1,165,999 875,572 Interest expense 1,880 1,607 1,153 1,171 (Loss) income from discontinued operations $ (2,981,334 ) $ 644,245 $ (1,111,283 ) $ (614,606 )

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2018
Fit Pay [Member]
Business Acquisition [Line Items]
Schedule of estimated fair values of identifiable assets acquired and liabilities assumed	Cash $ 10,889 Accounts receivable 92,629 Other current assets 53,966 Property and equipment 31,968 Goodwill 9,119,709 Intangible assets (See Note 3) 4,137,400 Assets acquired 13,446,561 Accounts payable 165,650 Accrued liabilities 1,139,774 Customer deposits 262,414 Deferred taxes 1,774,539 Liabilities assumed 3,342,377 Net assets acquired $ 10,104,184

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies [Abstract]
Schedule of future lease obligation	2018 $ 24,173 2019 97,597 2020 70,310 2021 5,155 Total future lease obligations $ 197,235
Schedule of maturity of the Company's debt	2018 $ 53,240 2019 212,961 2020 212,961 2021 159,719 2022 - 2023 16,000,000 Total debt $ 16,638,881

Organization and Basis of Pre_2

Organization and Basis of Presentation (Details) - USD ($)	Jul. 25, 2016	Jun. 30, 2018	Dec. 31, 2017
Organization and Basis of Presentation (Textual)
Earnout amount owed		$ 3,156,088	$ 3,156,088
Reduced amount of contingent consideration due			$ 1,843,912
Interest Purchase Agreement [Member]
Organization and Basis of Presentation (Textual)
Payments to LogicMark sellers, description	The Company completed the acquisition of LogicMark, LLC ("LogicMark") pursuant to an Interest Purchase Agreement by and among the Company, LogicMark and the holders of all of the membership interests of LogicMark (the "LogicMark Sellers"), dated May 17, 2016 (the "Interest Purchase Agreement"). Pursuant to the Interest Purchase Agreement, we acquired all of the membership interests of LogicMark from the LogicMark Sellers for (i) $17.5 million in cash consideration, (ii) $2.5 million in a secured promissory note (the "LogicMark Note") issued to LogicMark Investment Partners, LLC, as representative of the LogicMark Sellers (the "LogicMark Representative"), (iii) 78,740 shares of our common stock, which were issued upon signing of the Interest Purchase Agreement (the "LogicMark Shares"), and (iv) warrants (the "LogicMark Warrants") to purchase an aggregate of 157,480 shares of common stock (the "LogicMark Warrant Shares") for no additional consideration. Such warrants were exercised on July 27, 2016. In addition, the Company was required to pay the LogicMark Sellers earn-out payments of (i) up to $1,500,000 for calendar year 2016 and (ii) up to $5,000,000 for calendar year 2017 if LogicMark met certain gross profit targets set forth in the Interest Purchase Agreement. The earn-out payment related to 2016 and the remaining balance owed on the LogicMark Note including accrued interest were both paid in July 2017.

Liquidity and Management Plans

Liquidity and Management Plans (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Liquidity and Management Plans (Textual)
Operating income from continuing operations	$ 228,449	$ (1,070,303)	$ 869,439	$ (596,287)
Net loss from continuing operations	(151,217)	$ (3,416,546)	(892,791)	$ (6,604,929)
Working capital deficiency	416,161		416,161
Stockholders' equity	$ 17,685,903		$ 17,685,903		$ 19,130,167

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Summary of Significant Accounting Policies (Textual)
Revenues	$ 4,367,719	$ 3,665,862	$ 13,082,764	$ 11,686,813
Allowance for doubtful accounts	132,383		132,383		$ 132,383
Inventory finished goods	1,349,949		1,349,949		706,322
Prepaid inventory	272,571		272,571		326,651
Potentially dilutive securities				1,151,374
Amortization expense of intangible assets			569,796	$ 569,796
Amortization expense estimated for remainder of fiscal 2018	190,000		190,000
Amortization expense estimated for 2019	762,000		762,000
Amortization expense estimated for 2020	762,000		762,000
Amortization expense estimated for 2021	762,000		762,000
Amortization expense estimated for 2022	762,000		762,000
LogicMark [Member]
Summary of Significant Accounting Policies (Textual)
Amortization expense of intangible assets	192,019	$ 192,019	$ 569,796	$ 569,796
LogicMark [Member] | Patents [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives			11 years
Fair value of patents	3,285,105		$ 3,285,105		3,563,885
LogicMark [Member] | Trademarks [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives			20 years
Fair value of trademarks	1,120,093		$ 1,120,093		1,167,122
LogicMark [Member] | Customer relationships [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives			10 years
Fair value of customer relationships	$ 2,548,912		$ 2,548,912		$ 2,792,900
Warrants [Member]
Summary of Significant Accounting Policies (Textual)
Potentially dilutive securities				3,926,251
Outstanding warrants to purchase	5,090,352		5,090,352

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Discontinued Operations [Abstract]
Accounts receivable, net	$ 1,076,547	$ 1,424,503
Inventory, net	1,974,656	2,353,195
Prepaid expenses and other assets	737,463	651,246
Total current assets associated with discontinued operations	3,788,666	4,428,944
Property and equipment, net	28,209	30,386
Goodwill	9,119,709	9,119,709
Other intangible assets	3,272,626	3,802,649
Total non-current assets associated with discontinued operations	12,420,544	12,952,744
Accounts payable	175,465	319,827
Accrued expenses	55,703	16,910
Customer deposits	1,986,576	2,828,605
Total liabilities associated with discontinued operations	$ 2,217,744	$ 3,165,342

Discontinued Operations (Deta_2

Discontinued Operations (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Discontinued Operations [Abstract]
Net sales	$ 122,464	$ 864,226	$ 1,521,732	$ 7,180,751
Cost of sales	66,595	602,089	794,313	5,261,455
Gross profit	55,869	262,137	727,419	1,919,296
Operating expenses	1,165,999	875,572	3,706,873	1,273,444
Interest expense	1,153	1,171	1,880	1,607
(Loss) income from discontinued operations	$ (1,111,283)	$ (614,606)	$ (2,981,334)	$ 644,245

Acquisitions (Details)

Acquisitions (Details) - Fit Pay [Member]	May 23, 2017USD ($)
Business Acquisition [Line Items]
Cash	$ 10,889
Accounts receivable	92,629
Other current assets	53,966
Property and equipment	31,968
Goodwill	9,119,709
Intangible assets (See Note 3)	4,137,400
Assets acquired	13,446,561
Accounts payable	165,650
Accrued liabilities	1,139,774
Customer deposits	262,414
Deferred taxes	1,774,539
Liabilities assumed	3,342,377
Net assets acquired	$ 10,104,184

Acquisitions (Details Textual)

Acquisitions (Details Textual) - USD ($)	May 24, 2018	Jul. 25, 2016	May 23, 2017	Jun. 30, 2018	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Apr. 30, 2018
Acquisitions (Textual)
Non-cash consideration						$ 10,004,184
Earnout amount owed				$ 3,156,088			$ 3,156,088
Reduced amount of contingent consideration due							1,843,912
LogicMark LLC [Member]
Acquisitions (Textual)
Debt instrument principal amount		$ 15,000,000
Revolving loan interest rate		15.00%
Debt issuance costs							1,357,356
Unamortized balance of deferred debt issue costs					0		200,744
Paid down of revolving loan							3,000,000
Additional deferred debt issue costs							$ 450,000
Maturity date of the revolving loan		Jul. 31, 2018
Fit Pay [Member]
Acquisitions (Textual)
Purchase price to acquire Fit Pay					10,104,184
Amount paid in cash					100,000
Non-cash consideration					$ 10,004,184
Non-cash consideration, description					The non-cash consideration was comprised of a $851,842 seller note, $3,289,161 shares of our common stock issued to the Fit Pay Sellers, $1,807,300 of Series C Preferred Stock issued to the Fit Pay Sellers and $4,055,881 in an earn-out provision. At the date of acquisition, the earn-out provision was discounted using a prime borrowing rate of 3.5%.
Prime borrowing rate					3.50%
Description of merger agreement			The aggregate purchase price paid for Fit Pay stock was: (i) 1,912,303 shares of common stock which was equivalent to 19.96% of the outstanding shares of common stock of the Company; (ii) 2,000 shares of the Series C Non-Convertible Voting Preferred Stock of the Company (the "Series C Preferred Stock"); (iii) the payment of certain debts by the Company; and (iv) the payment of certain unpaid expenses of the Fit Pay Sellers of $724,116 by the Company. In addition, the Company will be required to pay the Fit Pay Sellers an earn-out payment equal to 12.5% of the gross revenue derived from Fit Pay's technology for sixteen (16) fiscal quarters commencing on October 1, 2017 and ending on December 31, 2021. To date, Fit Pay has had minimal revenue. The operating results of Fit Pay have been included in the condensed consolidated financial statements from the effective date of the acquisition, May 23, 2017.
Deferred tax liabilities			$ 1,774,539
Revolving Credit Facility [Member]
Acquisitions (Textual)
Borrowed on loan								$ 1,500,000
Due to lender	$ 13,500,000
Accrued interest due to lenders	1,179,375
Unamortized deferred debt issue costs	60,713
Extinguishment of debt	68,213
Legal fees	$ 7,500

Debt Refinancing (Details)

Debt Refinancing (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	May 24, 2018	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017
Debt Refinancing (Textual)
Fixed charge coverage ratio, description			(a) LogicMark shall not permit the Fixed Charge Coverage Ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter, beginning with June 30, 2018, to be less than the correlative ratio indicated, which correlative ratio is initially 3.00 : 1:00 for the fiscal quarter beginning June 30, 2018 and increasing by annual increments of 0.25 for each fiscal quarter until March 31, 2021, and thereafter, the correlative ratio is 4.00 : 1.00, and (b) LogicMark shall not permit the Leverage Ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter, beginning with June 30, 2018, to exceed the correlative ratio indicated which correlative ratio is initially 2.60 : 1:00 for the fiscal quarter beginning June 30, 2018 and decreasing by various annual increments for each fiscal quarter until March 31, 2021 and thereafter, the correlative ratio is 2.00 : 1.00.
Warrant exercisable			244,081
Warrant exercisable term	5 years
Debt discount amortization			$ 229,022	$ 985,516
Restricted cash		$ 1,052,232	$ 1,052,232
Credit agreement, description			The terms and conditions of the Credit Agreement, LogicMark is required to deposit 50% of its excess cash flow generated into a restricted bank account for a maximum period of one (1) year. Excess cash flow is defined as LogicMark's adjusted earnings before interest, taxes, depreciation and amortization less any debt service, debt prepayments and capital expenditures. At the end of the one (1) year period, the restricted cash may be used either to pay down the Term Loan or LogicMark will have the ability to transfer the restricted cash balance to an operating bank account and use the cash for operational purposes.
Term Loan [Member]
Debt Refinancing (Textual)
Principal amount	$ 16,000,000
Percentage of term loan bears interest rate	9.50%	11.50%	11.50%
Deferred debt issue costs	$ 1,253,970
Unamortized balance of deferred debt issue costs		$ 1,164,979	$ 1,164,979
Amortized of the deferred debt issuance costs		62,698	88,991
Maturity date of the term loan	May 24, 2023
First Warrant [Member]
Debt Refinancing (Textual)
Warrant exercise price	$ 3.90
Second Warrant [Member]
Debt Refinancing (Textual)
Warrant exercise price	$ 4.88
Warrants and Registration Rights [Member]
Debt Refinancing (Textual)
Debt discount	$ 705,541
Debt discount amortization		$ 35,277	$ 50,071

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	Sep. 14, 2018	Jan. 04, 2013	Aug. 24, 2017	Sep. 30, 2018	Sep. 30, 2018	May 24, 2018	Dec. 31, 2017
Stockholders' Equity (Textual)
Common stock, shares issued				24,879,352	24,879,352		23,583,593
Employee bonus expense					$ 575,000
Long-Term Stock Incentive Plan [Member]
Stockholders' Equity (Textual)
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 686,037 shares of common stock at January 1, 2018.
Aggregate fair value, shares					170,640
2017 Stock Incentive Plan [Member]
Stockholders' Equity (Textual)
Common stock voting rights, description			The aggregate maximum number of shares of common stock (including shares underlying options) that may be issued under the 2017 SIP pursuant to awards of restricted shares or options will be limited to 10% of the outstanding shares of common stock, which calculation shall be made on the first (1st) business day of each new fiscal year; provided that for fiscal year 2017, 1,500,000 shares of common stock may be delivered to participants under the 2017 SIP. Thereafter, the 10% evergreen provision shall govern the 2017 SIP.
Warrant Amendment and Exercise Agreement [Member]
Stockholders' Equity (Textual)
Warrants to purchase aggregate outstanding				150,000	150,000
Warrant exercise price				$ 2	$ 2
Warrant modification expense				$ 179,640	$ 179,640
Investor [Member] | Warrant Amendment and Exercise Agreement [Member]
Stockholders' Equity (Textual)
Warrants to purchase aggregate outstanding	3,273,601
Warrant exercise price	$ 2
Director [Member] | Long-Term Stock Incentive Plan [Member]
Stockholders' Equity (Textual)
Aggregate fair value					$ 275,111
Non-executive employees [Member]
Stockholders' Equity (Textual)
Aggregate shares of common stock					274,666
Common stock fair value for fully-vested services rendered					$ 489,163
Non-executive employees [Member] | 2017 management incentive plan [Member]
Stockholders' Equity (Textual)
Aggregate fair value					$ 353,019
Aggregate fair value, shares					163,435
Warrants [Member]
Stockholders' Equity (Textual)
Common stock, shares issued				250,000	250,000
Warrants to purchase aggregate outstanding				5,090,352	5,090,352
Warrants to purchase aggregate					1,075,000
Warrant exercise price				$ 5.42	$ 5.42	$ 3.90
Warrants remaining life term					3 years 67 months 24 days
Warrants intrinsic value
Net proceeds					$ 425,000
Common stock exercise price				$ 1.70	$ 1.70
Common Stock [Member]
Stockholders' Equity (Textual)
Warrants to purchase aggregate					437,018
Old Warrant [Member] | Warrant Amendment and Exercise Agreement [Member]
Stockholders' Equity (Textual)
Warrants to purchase aggregate outstanding	3,273,601
Warrant exercise price	$ 1.50
Date of warrants to purchase of common stock	In connection with those certain Common Stock Purchase Warrants between the Company and the Investors dated July 13, 2017, July 19, 2017 and November 13, 2017
Warrant modification expense				$ 165,640	$ 165,640
Old Warrant [Member] | Maximum [Member] | Warrant Amendment and Exercise Agreement [Member]
Stockholders' Equity (Textual)
Warrant exercise price				$ 2	$ 2
Old Warrant [Member] | Minimum [Member] | Warrant Amendment and Exercise Agreement [Member]
Stockholders' Equity (Textual)
Warrant exercise price				$ 1.50	$ 1.50
New Warrant [Member] | Warrant Amendment and Exercise Agreement [Member]
Stockholders' Equity (Textual)
Date of warrants to purchase of common stock	The New Warrants, if issued, are exercisable for up to the original expiration dates of the Old Warrants, or July 19, 2022, January 23, 2023, or May 13, 2023, as applicable.
Closing price premium percentage	30.00%
Warrant One [Member]
Stockholders' Equity (Textual)
Warrants to purchase aggregate outstanding				460	460
Warrant exercise price				$ 10	$ 10

Commitments and Contingencies_2

Commitments and Contingencies (Details)	Sep. 30, 2018USD ($)
Commitments and Contingencies [Abstract]
2,018	$ 24,173
2,019	97,597
2,020	70,310
2,021	5,155
Total future lease obligations	$ 197,235

Commitments and Contingencies_3

Commitments and Contingencies (Details 1)	Sep. 30, 2018USD ($)
Commitments and Contingencies [Abstract]
2,018	$ 53,240
2,019	212,961
2,020	212,961
2,021	159,719
2,022
2,023	16,000,000
Total debt	$ 16,638,881

Commitments and Contingencies_4

Commitments and Contingencies (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Commitments and Contingencies (Textual)
Rent expenses	$ 127,684	$ 136,520
Office Space [Member]
Commitments and Contingencies (Textual)
Lease expiration, date	May 31, 2021
Office Space [Member] | Maximum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount	$ 7,157
Office Space [Member] | Minimum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount	$ 961

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Events [Member] - USD ($)	Oct. 11, 2018	Oct. 01, 2018	Oct. 12, 2018
Subsequent Events (Textual)
Issuance of common stock, shares	158,750	11,811	16,393
Grant date fair value	$ 193,750	$ 15,000	$ 20,000