Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | LogicMark, Inc. | |
Trading Symbol | LGMK | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 1,419,017 | |
Amendment Flag | false | |
Entity Central Index Key | 0001566826 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36616 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-0678374 | |
Entity Address, Address Line One | 2801 Diode Lane | |
Entity Address, City or Town | Louisville | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 40299 | |
City Area Code | (502) | |
Local Phone Number | 442-7911 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 6,682,997 | $ 6,977,114 |
Restricted cash | 59,988 | 59,988 |
Accounts receivable, net | 12,194 | 402,595 |
Inventory | 1,135,786 | 1,745,211 |
Prepaid expenses and other current assets | 680,872 | 349,097 |
Total Current Assets | 8,571,837 | 9,534,005 |
Property and equipment, net | 228,530 | 255,578 |
Right-of-use assets, net | 128,718 | 182,363 |
Product development costs, net of amortization of $15,029 as of September 30, 2023 and December 31, 2022 | 1,117,135 | 646,644 |
Software development costs | 1,018,810 | 364,018 |
Goodwill | 10,958,662 | 10,958,662 |
Other intangible assets, net of amortization of $5,476,060 and $4,904,713, respectively | 3,128,507 | 3,699,854 |
Total Assets | 25,152,199 | 25,641,124 |
Current Liabilities | ||
Accounts payable | 715,838 | 673,052 |
Accrued expenses | 1,211,005 | 1,740,490 |
Total Current Liabilities | 1,926,843 | 2,413,542 |
Other long-term liabilities | 390,259 | 440,263 |
Total Liabilities | 2,317,102 | 2,853,805 |
Commitments and Contingencies (Note 8) | ||
Series C Redeemable Preferred Stock | ||
Series C redeemable preferred stock, par value $0.0001 per share: 2,000 shares designated; 10 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 1,807,300 | 1,807,300 |
Stockholders’ Equity | ||
Preferred stock value | ||
Common stock, par value $0.0001 per share: 100,000,000 shares authorized; 1,419,017 and 480,447 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 142 | 48 |
Additional paid-in capital | 111,864,732 | 106,070,253 |
Accumulated deficit | (91,156,077) | (85,610,282) |
Total Stockholders’ Equity | 21,027,797 | 20,980,019 |
Total Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity | 25,152,199 | 25,641,124 |
Series F Preferred Stock | ||
Stockholders’ Equity | ||
Preferred stock value | $ 319,000 | $ 520,000 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Product development costs, net of amortization (in Dollars) | $ 15,029 | $ 15,029 |
Other intangible assets, net of amortization (in Dollars) | $ 5,476,060 | $ 4,904,713 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,419,017 | 480,447 |
Common stock, shares outstanding | 1,419,017 | 480,447 |
Series C Redeemable Preferred Stock | ||
Temporary equity, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares designated | 2,000 | 2,000 |
Temporary equity, shares issued | 10 | 10 |
Temporary equity, shares outstanding | 10 | 10 |
Series F Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 1,333,333 | 1,333,333 |
Preferred stock, shares issued | 106,333 | 173,333 |
Preferred stock, shares outstanding | 106,333 | 173,333 |
Preferred stock, aggregate liquidation preference (in Dollars) | $ 319,000 | $ 520,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,367,227 | $ 2,751,570 | $ 7,503,940 | $ 9,769,951 |
Costs of goods sold | 769,956 | 1,047,204 | 2,444,401 | 3,860,176 |
Gross Profit | 1,597,271 | 1,704,366 | 5,059,539 | 5,909,775 |
Operating Expenses | ||||
Direct operating cost | 266,746 | 345,972 | 841,974 | 1,156,959 |
Advertising costs | 57,195 | 68,170 | 190,588 | 68,170 |
Selling and marketing | 636,643 | 264,528 | 1,620,109 | 728,746 |
Research and development | 242,697 | 374,842 | 806,851 | 841,917 |
General and administrative | 1,901,516 | 2,575,105 | 6,759,135 | 7,025,674 |
Other expense | 54,296 | 3,222 | 133,261 | 35,306 |
Depreciation and amortization | 217,767 | 210,632 | 649,468 | 599,686 |
Total Operating Expenses | 3,376,860 | 3,842,471 | 11,001,386 | 10,456,458 |
Operating Loss | (1,779,589) | (2,138,105) | (5,941,847) | (4,546,683) |
Other Income | ||||
Interest income | 88,975 | 44,587 | 149,914 | 57,747 |
Other income | 246,138 | 246,138 | ||
Total Other Income | 335,113 | 44,587 | 396,052 | 57,747 |
Loss before Income Taxes | (1,444,476) | (2,093,518) | (5,545,795) | (4,488,936) |
Income tax expense | ||||
Net Loss | (1,444,476) | (2,093,518) | (5,545,795) | (4,488,936) |
Preferred stock dividends | (75,000) | (81,790) | (225,000) | (257,934) |
Net Loss Attributable to Common Stockholders | $ (1,519,476) | $ (2,175,308) | $ (5,770,795) | $ (4,746,870) |
Net Loss Attributable to Common Stockholders Per Share - Basic (in Dollars per share) | $ (1.1) | $ (4.53) | $ (4.73) | $ (9.93) |
Weighted Average Number of Common Shares Outstanding - Basic (in Shares) | 1,380,373 | 480,447 | 1,219,749 | 478,118 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net Loss Attributable to Common Stockholders Per Share - Diluted | $ (1.10) | $ (4.53) | $ (4.73) | $ (9.93) |
Weighted Average Number of Common Shares Outstanding - Diluted | 1,380,373 | 480,447 | 1,219,749 | 478,118 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Series C Preferred Stock Preferred Stock | Series C Preferred Stock Common Stock | Series C Preferred Stock Additional Paid-in Capital | Series C Preferred Stock Accumulated Deficit | Series C Preferred Stock | Series F Preferred Stock Preferred Stock | Series F Preferred Stock Common Stock | Series F Preferred Stock Additional Paid-in Capital | Series F Preferred Stock Accumulated Deficit | Series F Preferred Stock | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 520,000 | $ 46 | $ 104,725,986 | $ (78,656,861) | $ 26,589,171 | ||||||||||
Balance (in Shares) at Dec. 31, 2021 | 173,333 | 458,152 | |||||||||||||
Stock based compensation expense | 1,062,283 | 1,062,283 | |||||||||||||
Stock based compensation expense | |||||||||||||||
Shares issued as stock based compensation | $ 2 | 135,035 | 135,037 | ||||||||||||
Shares issued as stock based compensation (in Shares) | 22,295 | ||||||||||||||
Preferred stock dividends | $ (225,000) | $ (225,000) | $ (32,934) | $ (32,934) | |||||||||||
Series C Preferred stock dividends (in Shares) | |||||||||||||||
Net loss | (4,488,936) | (4,488,936) | |||||||||||||
Balance at Sep. 30, 2022 | $ 520,000 | $ 48 | 105,698,304 | (83,178,731) | 23,039,621 | ||||||||||
Balance (in Shares) at Sep. 30, 2022 | 173,333 | 480,447 | |||||||||||||
Balance at Jun. 30, 2022 | $ 520,000 | $ 48 | 105,319,903 | (81,078,423) | 24,761,528 | ||||||||||
Balance (in Shares) at Jun. 30, 2022 | 173,333 | 480,447 | |||||||||||||
Stock based compensation expense | 453,401 | 453,401 | |||||||||||||
Stock based compensation expense | |||||||||||||||
Preferred stock dividends | (75,000) | (75,000) | (6,790) | (6,790) | |||||||||||
Series C Preferred stock dividends (in Shares) | |||||||||||||||
Net loss | (2,093,518) | (2,093,518) | |||||||||||||
Balance at Sep. 30, 2022 | $ 520,000 | $ 48 | 105,698,304 | (83,178,731) | 23,039,621 | ||||||||||
Balance (in Shares) at Sep. 30, 2022 | 173,333 | 480,447 | |||||||||||||
Balance at Dec. 31, 2022 | $ 520,000 | $ 48 | 106,070,253 | (85,610,282) | 20,980,019 | ||||||||||
Balance (in Shares) at Dec. 31, 2022 | 173,333 | 480,447 | |||||||||||||
Stock based compensation expense | 1,198,397 | 1,198,397 | |||||||||||||
Stock based compensation expense | |||||||||||||||
Shares issued as stock based compensation | $ 10 | 13,872 | 13,882 | ||||||||||||
Shares issued as stock based compensation (in Shares) | 99,000 | ||||||||||||||
Sale of common stock and warrants pursuant to a registration statement on Form S-1 | $ 70 | 5,211,358 | 5,211,428 | ||||||||||||
Sale of common stock and warrants pursuant to a registration statement on Form S-1 (in Shares) | 701,250 | ||||||||||||||
Fees incurred in connection with equity offerings | (816,017) | (816,017) | |||||||||||||
Fees incurred in connection with equity offerings (in Shares) | |||||||||||||||
Fractional shares issued in the 1-for-20 stock split | $ 4 | (4) | |||||||||||||
Fractional shares issued in the 1-for-20 stock split (in Shares) | 40,228 | ||||||||||||||
Warrants exercised for common stock | $ 6 | 162,488 | 162,494 | ||||||||||||
Warrants exercised for common stock (in Shares) | 64,481 | ||||||||||||||
Series F Preferred stock converted to common stock | $ (201,000) | $ 3 | $ 200,997 | ||||||||||||
Series F Preferred stock converted to common stock (in Shares) | (67,000) | 27,089 | |||||||||||||
Common stock issued to settle Series F Preferred stock dividends | $ 1 | 48,388 | 48,389 | ||||||||||||
Common stock issued to settle Series F Preferred stock dividends (in Shares) | 6,522 | ||||||||||||||
Preferred stock dividends | (225,000) | (225,000) | |||||||||||||
Series C Preferred stock dividends (in Shares) | |||||||||||||||
Net loss | (5,545,795) | (5,545,795) | |||||||||||||
Balance at Sep. 30, 2023 | $ 319,000 | $ 142 | 111,864,732 | (91,156,077) | 21,027,797 | ||||||||||
Balance (in Shares) at Sep. 30, 2023 | 106,333 | 1,419,017 | |||||||||||||
Balance at Jun. 30, 2023 | $ 319,000 | $ 133 | 111,521,965 | (89,711,601) | 22,129,497 | ||||||||||
Balance (in Shares) at Jun. 30, 2023 | 106,333 | 1,325,017 | |||||||||||||
Stock based compensation expense | 406,097 | 406,097 | |||||||||||||
Stock based compensation expense | |||||||||||||||
Shares issued as stock based compensation | $ 9 | 11,670 | 11,679 | ||||||||||||
Shares issued as stock based compensation (in Shares) | 94,000 | ||||||||||||||
Preferred stock dividends | $ (75,000) | $ (75,000) | |||||||||||||
Series C Preferred stock dividends (in Shares) | |||||||||||||||
Net loss | (1,444,476) | (1,444,476) | |||||||||||||
Balance at Sep. 30, 2023 | $ 319,000 | $ 142 | $ 111,864,732 | $ (91,156,077) | $ 21,027,797 | ||||||||||
Balance (in Shares) at Sep. 30, 2023 | 106,333 | 1,419,017 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (5,545,795) | $ (4,488,936) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 78,121 | 17,171 |
Stock based compensation | 1,212,279 | 1,197,320 |
Amortization of intangible assets | 571,347 | 582,517 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 390,401 | (318,103) |
Inventory | 609,425 | 160,120 |
Prepaid expenses and other current assets | (331,776) | (40,223) |
Accounts payable | (83,040) | 817,094 |
Accrued expenses | (492,455) | 162,380 |
Net Cash Used in Operating Activities | (3,591,493) | (1,910,660) |
Cash flows from Investing Activities | ||
Purchase of equipment and website development | (51,073) | (242,618) |
Product development costs | (400,895) | (233,332) |
Software development costs | (583,561) | (248,436) |
Purchase of intangible assets | (6,008) | |
Net Cash Used in Investing Activities | (1,035,529) | (730,394) |
Cash flows from Financing Activities | ||
Proceeds from sale of common stock and warrants | 5,211,428 | |
Fees paid in connection with equity offerings | (816,017) | |
Warrants exercised for common stock | 162,494 | |
Series C redeemable preferred stock dividends | (225,000) | (225,000) |
Net Cash Provided by (Used in) Financing Activities | 4,332,905 | (225,000) |
Net Decrease in Cash, Cash Equivalents and Restricted Cash | (294,117) | (2,866,054) |
Cash, Cash Equivalents and Restricted Cash - Beginning of Period | 7,037,102 | 12,254,546 |
Cash, Cash Equivalents and Restricted Cash - End of Period | 6,742,985 | 9,388,492 |
Non-cash investing and financing activities: | ||
Accrued Series C redeemable and Series F preferred stock dividends | 32,934 | |
Conversion of Series F preferred stock to common stock | 201,000 | |
Common stock issued to settle Series F Preferred stock dividends | 48,389 | |
Product development costs included in accounts payable and accrued expenses | 69,595 | |
Software development costs included in accounts payable | 71,231 | |
Website development included in accounts payable | $ 21,255 |
Organization and Principal Busi
Organization and Principal Business Activities | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Principal Business Activities [Abstract] | |
ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES | NOTE 1 - ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES LogicMark, Inc. (“LogicMark” or the “Company”) was incorporated in the State of Delaware on February 8, 2012 and was reincorporated in the State of Nevada on June 1, 2023. LogicMark operates its business in one segment and provides personal emergency response systems (PERS), health communications devices, and Internet of Things technology that creates a connected care platform. The Company’s devices give people the ability to receive care at home and confidence to age independently. LogicMark revolutionized the PERS industry by incorporating two-way voice communication technology directly in the medical alert pendant and providing life-saving technology at a price point everyday consumers could afford. The PERS technologies are sold direct-to-consumer through the Company’s eCommerce platform, to retailers and distributors, and to the United States Veterans Health Administration. |
Liquidity and Management Plans
Liquidity and Management Plans | 9 Months Ended |
Sep. 30, 2023 | |
Liquidity and Management Plans [Abstract] | |
LIQUIDITY AND MANAGEMENT PLANS | NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS The Company generated an operating loss of $5.9 million and a net loss of $5.5 million for the nine months ended September 30, 2023. As of September 30, 2023, the Company had cash and cash equivalents of $6.7 million. As of September 30, 2023, the Company had working capital of $6.6 million compared to working capital as of December 31, 2022 of $7.1 million. Given the Company’s cash position as of September 30, 2023, and its projected cash flow from operations, the Company believes that it will have sufficient capital to sustain operations for a period of one year following the date of this filing. The Company may also raise funds through equity or debt offerings to accelerate the execution of its long-term strategic plan to develop and commercialize its core products and to fulfill its product development efforts. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 3 - BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, the information herein reflects all adjustments, consisting only of normal recurring adjustments, except as otherwise noted, considered necessary for a fair statement of results of operations, financial position, stockholders’ equity, and cash flows. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 which was filed with the SEC on March 30, 2023. On June 1, 2023 (“Effective Date”), LogicMark, Inc., a Delaware corporation (the “Predecessor”), merged with and into its wholly-owned subsidiary, LogicMark, Inc., a Nevada corporation (the “Reincorporation”), pursuant to an agreement and plan of merger, dated as of June 1, 2023 (the “Agreement”). At the Effective Date and pursuant to the Agreement, the Company succeeded to the assets, continued the business and assumed the rights and obligations of the Predecessor existing immediately prior to the Reincorporation. Net loss per share and all share data for the three and nine months ended September 30, 2022 have been retroactively adjusted to reflect the 1-for-20 reverse stock split that occurred on April 21, 2023. See Note 6. Certain prior year amounts have been reclassified for consistency with the current year’s presentation. These reclassifications had no effect on the reported results of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions, including those related to the fair value of acquired assets and liabilities, stock based compensation, income taxes, allowance for doubtful accounts, long-lived assets, and inventories, and other matters that affect the condensed financial statements and disclosures. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. Due to their short-term nature, cash equivalents are carried at cost, which approximates fair value. The Company had cash equivalents of $6.2 million and $6.6 million as of September 30, 2023 and December 31, 2022, respectively. RESTRICTED CASH Restricted cash includes amounts held as collateral for company credit cards. Restricted cash included in Cash, Cash Equivalents and Restricted Cash, as presented on the Condensed Statements of Cash Flows amounted to $60 thousand as of September 30, 2023 and December 31, 2022. CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents 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 revenues consist of product sales to either end customers, to distributors or direct bulk sales to the United States Veterans Health Administration. The Company’s revenues are derived from contracts with customers, which are in most cases customer purchase orders. For each contract, the promise to transfer the title of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any financing components, as payments are mostly prepaid, or in limited cases, due Net 30 days after the invoice date. The majority of prepaid contracts are with the United States Veterans Health Administration, which consists of the majority of the Company’s revenues. The Company’s products are almost always sold at fixed prices. In determining the transaction price, we evaluate whether the price is subject to any refunds, due to product returns or adjustments due to volume discounts, rebates, or price concessions to determine the net consideration we expect to be entitled to. The Company’s sales are recognized at a point-in-time under the core principle of recognizing revenue when title transfers to the customer, which generally occurs when the Company ships or delivers the product from its fulfillment center to our customers, when our customer accepts and has legal title of the goods, and the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contract revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point, or (ii) when the product arrives at its destination. For the three and nine months ended September 30, 2023 and 2022, none of our sales were recognized over time. SALES TO DISTRIBUTORS AND RETAILERS The Company maintains a reserve for unprocessed and estimated future price adjustments, claims and returns as a refund liability. The reserve is recorded as a reduction to revenue in the same period that the related revenue is recorded and is calculated based on an analysis of historical claims and returns over a period of time to appropriately account for current pricing and business trends. Similarly, sales returns and allowances are recorded based on historical return rates, as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned. These reserves were not material as of September 30, 2023 and December 31, 2022. SHIPPING AND HANDLING Amounts billed to customers for shipping and handling are included in revenues. The related freight charges incurred by the Company are included in cost of goods sold and were $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, and $0.3 million and $0.5 million, respectively, for the three and nine months ended September 30, 2022. ACCOUNTS RECEIVABLE - NET For the three and nine months ended September 30, 2023 and 2022, the Company’s revenues were primarily the result of shipments to VA hospitals and clinics, which are made in most cases on a prepaid basis. The Company also sells its products to distributors and retailers, typically providing customers with modest trade credit terms. Sales made to distributors and retailers are done with limited rights of return and are subject to the normal warranties offered to the ultimate consumer for product defects. Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the accounts receivable allowance for doubtful accounts, as necessary whenever events or circumstances indicate the carrying value may not be recoverable. As of September 30, 2023 and December 31, 2022, the allowance for doubtful accounts was immaterial. INVENTORY The Company measures inventory at the lower of cost or net realizable value, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is determined using the first-in, first-out method. 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 for excess, obsolete, and slow-moving inventory by comparing the individual inventory parts to forecasted product demand or production requirements. As of September 30, 2023, inventory was comprised of $0.8 million and $0.2 million, in finished goods on hand and inventory in-transit from vendors, respectively. As of December 31, 2022, inventory was comprised of $0.6 million and $1.2 million, in finished goods on hand and inventory in-transit from vendors, respectively. The Company is required to partially prepay for inventory with certain vendors. As of September 30, 2023 and December 31, 2022, $0.5 million and $0.01 million of prepayments made for inventory, respectively, are included in prepaid expenses and other current assets on the balance sheet. LONG-LIVED ASSETS Long-lived assets, such as property and equipment, and other intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. When indicators exist, the Company tests for the impairment of the definite-lived assets based on the undiscounted future cash flow the assets are expected to generate over their remaining useful lives, compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management’s estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions, or changes to the Company’s business operations. PROPERTY AND EQUIPMENT Property and equipment consisting of equipment, furniture, fixtures, website and other is stated at cost. The costs of additions and improvements are generally capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful life of the respective asset as follows: Equipment 5 years Furniture and fixtures 3 to 5 years Website and other 3 years GOODWILL Goodwill is reviewed annually in the fourth quarter, or when circumstances indicate that an impairment may have occurred. The Company first performs a qualitative assessment of goodwill impairment, which considers factors such as market conditions, performance compared to forecast, business outlook and unusual events. If the qualitative assessment indicates a possible goodwill impairment, goodwill is then quantitatively tested for impairment. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test. If a quantitative goodwill impairment test is required, the fair value is determined using a variety of assumptions including estimated future cash flows using applicable discount rates (income approach) and comparisons to other similar companies (market approach). As of September 30, 2023, no indicators of impairment were noted. OTHER INTANGIBLE ASSETS The Company’s intangible assets are related to the acquisition of LogicMark LLC in 2016, the former subsidiary that was merged with and into the Company and are included in other intangible assets in the Company’s Condensed Balance Sheets as of September 30, 2023 and December 31, 2022. As of September 30, 2023, the other intangible assets are comprised of patents of $1.4 million; trademarks of $0.8 million; and customer relationships of $0.9 million. As of December 31, 2022, the other intangible assets are comprised of patents of $1.7 million; trademarks of $0.9 million; and customer relationships of $1.2 million. The Company amortizes 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 and nine months ended September 30, 2023, the Company had amortization expense of $0.2 million and $0.6 million, respectively. During the three and nine months ended September 30, 2022, the Company had amortization expense of $0.2 million and $0.6 million, respectively. As of September 30, 2023, total amortization expense estimated for the remainder of fiscal year 2023 is $0.2 million. Amortization expense estimated for 2024 and 2025 is expected to be approximately $0.8 million per year, $0.6 million for 2026, $0.3 million for 2027, and approximately $0.5 million thereafter. STOCK BASED COMPENSATION The Company accounts for stock 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. 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. NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE Basic net loss attributable to common stockholders per share (“Basic net loss per share”) was computed using the weighted average number of common shares outstanding. Diluted net loss applicable to common stockholders per share (“Diluted net loss per share”) includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock options to purchase 59,728 shares of common stock and warrants to purchase 1,253,985 shares of common stock as of September 30, 2023, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Potentially dilutive securities from the exercise of stock options to purchase 22,233 shares of common stock and warrants to purchase 214,769 shares of common stock as of September 30, 2022, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. RESEARCH AND DEVELOPMENT AND PRODUCT DEVELOPMENT COSTS Research and development costs are expenditures on new market development and related engineering costs. In addition to internal resources, the Company utilizes functional consulting resources, third-party software, and hardware development firms. The Company expenses all research and development costs as incurred until technological feasibility has been established for the product. Once technological feasibility is established, development costs including software and hardware design are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. For the three months ended September 30, 2023, the Company did not capitalize any product development. For the nine months ended September 30, 2023, the Company capitalized $0.5 million of such product development costs. For the three and nine months ended September 30, 2023, the Company capitalized $0.5 million and $0.7 million of such software development costs, respectively. For the three and nine months ended September 30, 2022, the Company capitalized $0.1 million and $0.2 million of such product development costs, respectively. For the three and nine months ended September 30, 2022, the Company capitalized $0.1 million and $0.2 million of such software development costs, respectively. Cumulatively, as of September 30, 2023 and December 31, 2022, approximately $0.9 million and $0.3 million, respectively, of capitalized product and software development costs arose from expenditures to a company considered to be a related party since it is controlled by the Company’s Vice-President of Engineering. RECENT ACCOUNTING PRONOUNCEMENTS Recent accounting standards that have been issued or proposed by FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed financial statements upon adoption. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | NOTE 5 - ACCRUED EXPENSES Accrued expenses consist of the following: September 30, December 31, 2023 2022 Salaries, payroll taxes and vacation $ 238,453 $ 114,030 Merchant card fees 15,508 15,062 Professional fees 26,333 25,000 Management incentives 453,799 519,800 Lease liability 65,560 69,402 Dividends – Series C and F Preferred Stock - 48,389 Inventory in transit 160,881 812,970 Other 250,471 135,837 Totals $ 1,211,005 $ 1,740,490 |
Stockholders_ Equity and Redeem
Stockholders’ Equity and Redeemable Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ Equity and Redeemable Preferred Stock [Abstract] | |
STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK | NOTE 6 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK Reincorporation On the Effective Date, the Predecessor merged with and into its wholly-owned subsidiary pursuant to the Agreement. At the Effective Date and pursuant to the Agreement, the Company succeeded to the assets, continued the business and assumed the rights and obligations of the Predecessor existing immediately prior to the Reincorporation. At the Effective Time, pursuant to the Agreement, (i) each outstanding share of the Predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of the Company (“Registrant Common Stock”), (ii) each outstanding share of the Predecessor Series C preferred stock automatically converted into one share of Series C Non-Convertible Voting Preferred Stock, par value $0.0001 per share, of the Company, (iii) each outstanding share of the Predecessor Series F preferred stock automatically converted into one share of Series F Convertible Preferred Stock, par value $0.0001 per share, of the Company, and (iv) each outstanding option, right or warrant to acquire shares of Predecessor common stock converted into an option, right or warrant, as applicable, to acquire an equal number of shares of Registrant Common Stock under the same terms and conditions as the original options, rights or warrants, as applicable. In addition, by operation of law, the Company assumed all of the Predecessor’s obligations under its equity incentive plans. The shares of Predecessor Common Stock remaining available for awards under such plans were automatically adjusted upon the Reincorporation into an identical number of shares of Registrant Common Stock, and all awards previously granted under such plans that were outstanding as of the Effective Time were automatically adjusted into awards for the identical number of shares of Registrant Common Stock, without any other change to the form, terms or conditions of such awards. April 2023 Reverse stock split On April 21, 2023, the Company effected a 1-for-20 reverse split of its outstanding common stock and Series C Redeemable Preferred Stock. As a result of the reverse splits, each 20 pre-split shares of common stock outstanding and each 20 pre-split shares of Series C Redeemable Preferred Stock outstanding were automatically exchanged for one new share of each without any action on the part of the holders. The number of outstanding shares of common stock was reduced from approximately 24,406,155 shares to approximately 1,220,308 shares, and the number of outstanding shares of Series C Redeemable Preferred Stock was reduced from 200 shares to 10 shares. 40,228 shares of Common Stock were issued as a result of the treatment of fractional shares in connection with this reverse stock split, which rounded up outstanding post-split shares to the nearest whole number. The reverse stock split did not affect the total number of shares of capital stock, including Series C Redeemable Preferred Stock, that the Company is authorized to issue. Net loss per share and all share data as of and for the three and nine months ended September 30, 2022 have been retroactively adjusted to reflect the reverse stock splits in accordance with ASC 260-10-55-12, Restatement of EPS Data. January 2023 Offering On January 25, 2023, the Company closed a firm commitment registered public offering (the “January Offering”) pursuant to which the Company issued (i) 529,250 shares of Common Stock and 10,585,000 common stock purchase warrants (exercisable for 793,875 shares of Common Stock at a purchase price of $2.52 per share), subject to certain adjustments and (ii) 3,440,000 pre-funded common stock purchase warrants that were exercised for 172,000 shares of Common Stock at a purchase price of $0.02 per share, subject to certain adjustments and 3,440,000 warrants to purchase up to an aggregate of 258,000 shares of Common Stock at a purchase price of $2.52 per share and (iii) 815,198 additional warrants to purchase up to 61,140 shares of Common Stock at a purchase price of $2.52 per share, which additional warrants were issued upon the partial exercise by the underwriters of their over-allotment option, pursuant to an underwriting agreement, dated as of January 23, 2023 between the Company and Maxim Group LLC, as representative of the underwriters. The January Offering resulted in gross proceeds to the Company of approximately $5.2 million, before deducting underwriting discounts and commissions of 7% of the gross proceeds (3.5% of the gross proceeds in the case of certain identified investors) and estimated January Offering expenses. Due to the Company effecting the reverse stock split on April 21, 2023, the exercise prices and shares issuable upon exercise of such warrants and pre-funded warrants have been retroactively reported in accordance with ASC 260-10-55-12, Restatement of EPS Data, and to reflect the adjustment to the number of shares underlying such warrants and pre-funded warrants and the exercise price of such warrants in accordance with the terms thereof. Series C Redeemable Preferred Stock In May 2017, the Company authorized Series C Redeemable Preferred Stock. Holders of Series C Preferred Stock are entitled to receive dividends of 15% per year, payable in cash. For each of the three and nine months ended September 30, 2023, the Company recorded Series C Redeemable Preferred Stock dividends of $75 thousand and $225 thousand, respectively. For each of the three and nine months ended September 30, 2022, the Company recorded Series C Redeemable Preferred Stock dividends of $75 thousand and $225 thousand, respectively. The Series C Redeemable Preferred Stock may be redeemed by the Company at the Company’s option in cash at any time, in whole or in part, upon payment of the stated value of the Series C Redeemable Preferred Stock and unpaid dividends. If a “fundamental change” occurs, the Series C Redeemable Preferred Stock shall be immediately redeemed in cash equal to the stated value of the Series C Redeemable Preferred Stock, and unpaid dividends. A fundamental change includes but is not limited to any change in the ownership of at least fifty percent of the voting stock; liquidation or dissolution; or the common stock ceases to be listed on the market upon which it currently trades. The holders of the Series C Redeemable Preferred Stock are entitled to vote on any matter submitted to the stockholders of the Company for a vote. One share of Series C Redeemable Preferred Stock carries the same voting rights as one share of common stock. A redeemable equity security is to be classified as temporary equity if it is conditionally redeemable upon the occurrence of an event that is not solely within the control of the issuer. Upon the determination that such events are probable, the equity security would be classified as a liability. Given the Series C Redeemable Preferred Stock contains a fundamental change provision, the security is considered conditionally redeemable. Therefore, the Company has classified the Series C Redeemable Preferred Stock as temporary equity in the balance sheets as of September 30, 2023 and December 31, 2022 until such time that events occur that indicate otherwise. Warrants The following table summarizes the Company’s warrants outstanding and exercisable as of September 30, 2023 and December 31, 2022: Number of Weighted Average Weighted Average Aggregate Intrinsic Outstanding and Exercisable as of January 1, 2023 4,295,380 $ 120.39 3.60 $ - Issued 14,840,198 2.52 4.32 - Issued prefunded warrants 3,440,000 0.02 - - Exercised prefunded warrants (3,440,000 ) 0.02 - - Exercised warrants (859,770 ) 2.52 - - Expiration of warrants (186,316 ) 459.49 - - Outstanding and Exercisable as of September 30, 2023 18,089,492 $ 29.59 4.04 $ - |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2023 | |
Stock Incentive Plans [Abstract] | |
STOCK INCENTIVE PLANS | NOTE 7 - STOCK INCENTIVE PLANS 2023 Stock Incentive Plan On March 7, 2023, the Company’s stockholders approved the 2023 Stock Incentive Plan (“2023 Plan”). The aggregate maximum number of shares of common stock that may be issued under the 2023 Plan is 68,723 shares for fiscal 2023; thereafter, the maximum number is limited to 15% of the outstanding shares of common stock, calculated on the first business day of each fiscal quarter. As of September 30, 2023, the maximum number of shares of common stock that may be issued under the 2023 Plan is 198,753. Under the 2023 Plan, options which are forfeited or terminated, settled in cash in lieu of shares of common stock, or settled in a manner such that shares are not issued, will again immediately become available to be issued. If shares of common stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock will be treated as shares that have been issued under the 2023 Plan and will not again be available for issuance. During the three and nine months ended September 30, 2023, the Company issued 2,000 stock options vesting over a period of four years to employees with an exercise price of $3.03 per share and 3,125 stock options vesting over a period of four years to employees with an exercise price of $2.92 per share. In addition, 9,900 fully vested stock options were granted to three non-employee Board directors at an exercise price of $3.03 per share and 10,275 fully vested stock options were granted to three non-employee Board directors at an exercise price of $2.92 per share. The aggregate fair value of the shares issued to the directors was $46 thousand. As of September 30, 2023, the unrecognized compensation cost related to non-vested stock options was $8 thousand. During the three months and nine months ended September 30, 2023, the Company had 1,500 stock options forfeited under the 2023 Plan. 2017 Stock Incentive Plan On August 24, 2017, the Company’s stockholders approved the 2017 Stock Incentive Plan (“2017 SIP”). The aggregate maximum number of shares of common stock that may be issued under the 2017 SIP is limited to 10% of the outstanding shares of common stock, calculated on the first business day of each fiscal year. Under the 2017 SIP, options which are forfeited or terminated, settled in cash in lieu of shares of common stock, or settled in a manner such that shares are not issued, will again immediately become available to be issued. If shares of common stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock will be treated as shares that have been issued under the 2017 SIP and will not again be available for issuance. On March 7, 2023, the Company’s 2017 SIP was terminated upon the approval of the 2023 Plan at the Company’s special meeting of stockholders. During the three months ended September 30, 2023, the Company did not issue any stock options. During the nine months ended September 30, 2023, the Company issued 3,125 stock options vesting over four years to employees with an exercise price of $3.80 per share and a total aggregate fair value of $11 thousand. In addition, 10,528 fully vested stock options were granted to four non-employee Board directors at an exercise price of $3.80 per share. The aggregate fair value of the shares issued to the directors was $35 thousand. As of September 30, 2023, the unrecognized compensation cost related to non-vested stock options was $46 thousand. During the quarter ended March 31, 2022, the Company issued 21,517 shares of common stock vesting over periods ranging from 30 to 48 months with an aggregate fair value of $1.3 million to certain employees as inducement and incentive grants. During the quarter ended June 30, 2022, the Company issued 778 shares of common stock vesting on September 30, 2022 with an aggregate fair value of $18 thousand to certain non-employees in lieu of cash payment for services. No shares were issued during the three months ended September 30, 2022. As of September 30, 2022, the unrecognized compensation cost related to non-vested stock options was $0.1 million. During the three months ended September 30, 2023, the Company had no 2013 Long-Term Stock Incentive Plan On January 4, 2013, the Company’s stockholders approved the Company’s Long-Term Stock Incentive Plan (“2013 LTIP”). The maximum number of shares of common stock that may be issued under the 2013 LTIP, including stock awards, stock issued to the Company’s Board, and stock appreciation rights, is limited to 10% of the common shares outstanding on the first business day of any fiscal year. The Company’s 2013 LTIP expired in accordance with its terms on January 3, 2023. During the three and nine months ended September 30, 2023, the Company did not issue any stock options under the 2013 LTIP. During the three months ended September 30, 2023, the Company had no During the three months ended March 31, 2022, the Company issued 11,875 stock options (250 of which were forfeited during the three months ended June 30, 2022) vesting over a period of four years to employees with an exercise price of $67.20 per share and an option for 625 shares to a non-employee with a strike price of $44.00 per share with a total aggregate fair value of $0.7 million. In addition, 1,364 fully vested stock options were granted to six non-employee Board directors at an exercise price of $44.00 per share during the three months ended March 31, 2022. The aggregate fair value of the shares issued to the directors was $51 thousand. A total of 1,106 stock options were granted to two Advisory Board members at strike prices ranging from $36.00 to $36.40 per share, vesting over periods up to one year during the three months ended June 30, 2022 with a total aggregate fair value of $34 thousand. During the three months ended September 30, 2022, the Company issued 1,125 stock options vesting over four years to employees with an exercise price of $21.80 and 545 stock options with 100% cliff vesting in one year to non-employees with a strike price of $21.80 with a total aggregate fair value of $54 thousand. In addition, 2,294 fully vested stock options were granted to five non-employee Board directors at an exercise price of $21.80 during the three months ended September 30, 2022. The aggregate fair value of the shares issued to the directors was $73 thousand. As of September 30, 2022, the unrecognized compensation cost related to non-vested stock options was $0.4 million. Stock based Compensation Expense Total stock based compensation expense during the three and nine months ended September 30, 2023 pertaining to awards under the 2023 Plan, the 2017 SIP and the 2013 LTIP amounted to $0.4 million and $1.2 million, respectively. Total stock based compensation expense during the three and nine months ended September 30, 2022, pertaining to awards under the 2017 SIP and 2013 LTIP amounted to $0.5 and $1.2 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES LEGAL MATTERS From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of our business. Other than the above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of our subsidiaries, threatened against or affecting our company, or any of our subsidiaries in which an adverse decision could have a material adverse effect upon our business, operating results, or financial condition. COMMITMENTS The Company leases warehouse space and equipment, in the U.S., which is classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at the lease inception. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate lease, which is for office space and a fulfillment center, with a lease term of 5 years expiring in August 2025. The Company also leases a copier with a lease term of 5 years, ending August 2023. The Company has elected to account for the lease and non-lease components (insurance and property taxes) as a single lease component for its real estate leases. Lease payments, which includes lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost. The Company’s lease agreements generally do not specify an implicit borrowing rate, and as such, the Company uses its incremental borrowing rate to calculate the present value of the future lease payments. The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams. The Company entered into a new five-year lease agreement in June 2020 for new warehouse space located in Louisville, Kentucky. The Right of Use (ROU) asset value added as a result of this new lease agreement was $0.3 million. The Company’s ROU asset and lease liability accounts reflect the inclusion of this lease in the Company’s balance sheets as of September 30, 2023 and December 31, 2022. The current monthly rent of $6.6 thousand increased from the commencement amount of $6.4 thousand, in September 2023 in accordance with the 3% annual increase. The Company’s lease agreements include options for the Company to either renew or early terminate the lease. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including significance of leasehold improvements on the property, whether the asset is difficult to replace, or specific characteristics unique to the lease that would make it reasonably certain that the Company would exercise the option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company and thus not included in the Company’s ROU asset and lease liability. For the three and nine months ended September 30, 2023, total operating lease cost was $25.4 thousand and $76.2 thousand, respectively, and is recorded in direct operating costs and general and administrative expenses, dependent on the nature of the leased asset. Operating leases cost for the three and nine months ended September 30, 2022 amounted to $25.2 thousand and $75.8 thousand, respectively, and was recorded in direct operating costs and general and administrative expenses. Operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under the non-cancelable lease for each of the next three years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate lease, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities, and (iii) the lease-related account balances on the Company’s balance sheet as of September 30, 2023: Year Ending December 31, 2023 (for the remainder of 2023) $ 19,800 2024 80,000 2025 54,400 Total future minimum lease payments $ 154,200 Less imputed interest (18,482 ) Total present value of future minimum lease payments $ 135,718 As of September 30, 2023 Operating lease right-of-use assets $ 128,718 Accrued expenses $ 65,560 Other long-term liabilities 70,158 $ 135,718 As of September 30, 2023 Weighted Average Remaining Lease Term 1.92 Weighted Average Discount Rate 13.00 % |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Event [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events through November 9, 2023, which is the date these condensed financial statements were available to be issued. Management has determined that there were no subsequent events which required recognition, adjustment to or disclosure to the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS | USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions, including those related to the fair value of acquired assets and liabilities, stock based compensation, income taxes, allowance for doubtful accounts, long-lived assets, and inventories, and other matters that affect the condensed financial statements and disclosures. Actual results could differ from those estimates. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. Due to their short-term nature, cash equivalents are carried at cost, which approximates fair value. The Company had cash equivalents of $6.2 million and $6.6 million as of September 30, 2023 and December 31, 2022, respectively. |
RESTRICTED CASH | RESTRICTED CASH Restricted cash includes amounts held as collateral for company credit cards. Restricted cash included in Cash, Cash Equivalents and Restricted Cash, as presented on the Condensed Statements of Cash Flows amounted to $60 thousand as of September 30, 2023 and December 31, 2022. |
CONCENTRATIONS OF CREDIT RISK | CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents 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 revenues consist of product sales to either end customers, to distributors or direct bulk sales to the United States Veterans Health Administration. The Company’s revenues are derived from contracts with customers, which are in most cases customer purchase orders. For each contract, the promise to transfer the title of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any financing components, as payments are mostly prepaid, or in limited cases, due Net 30 days after the invoice date. The majority of prepaid contracts are with the United States Veterans Health Administration, which consists of the majority of the Company’s revenues. The Company’s products are almost always sold at fixed prices. In determining the transaction price, we evaluate whether the price is subject to any refunds, due to product returns or adjustments due to volume discounts, rebates, or price concessions to determine the net consideration we expect to be entitled to. The Company’s sales are recognized at a point-in-time under the core principle of recognizing revenue when title transfers to the customer, which generally occurs when the Company ships or delivers the product from its fulfillment center to our customers, when our customer accepts and has legal title of the goods, and the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contract revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point, or (ii) when the product arrives at its destination. For the three and nine months ended September 30, 2023 and 2022, none of our sales were recognized over time. |
SALES TO DISTRIBUTORS AND RETAILERS | SALES TO DISTRIBUTORS AND RETAILERS The Company maintains a reserve for unprocessed and estimated future price adjustments, claims and returns as a refund liability. The reserve is recorded as a reduction to revenue in the same period that the related revenue is recorded and is calculated based on an analysis of historical claims and returns over a period of time to appropriately account for current pricing and business trends. Similarly, sales returns and allowances are recorded based on historical return rates, as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned. These reserves were not material as of September 30, 2023 and December 31, 2022. |
SHIPPING AND HANDLING | SHIPPING AND HANDLING Amounts billed to customers for shipping and handling are included in revenues. The related freight charges incurred by the Company are included in cost of goods sold and were $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, and $0.3 million and $0.5 million, respectively, for the three and nine months ended September 30, 2022. |
ACCOUNTS RECEIVABLE - NET | ACCOUNTS RECEIVABLE - NET For the three and nine months ended September 30, 2023 and 2022, the Company’s revenues were primarily the result of shipments to VA hospitals and clinics, which are made in most cases on a prepaid basis. The Company also sells its products to distributors and retailers, typically providing customers with modest trade credit terms. Sales made to distributors and retailers are done with limited rights of return and are subject to the normal warranties offered to the ultimate consumer for product defects. Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the accounts receivable allowance for doubtful accounts, as necessary whenever events or circumstances indicate the carrying value may not be recoverable. As of September 30, 2023 and December 31, 2022, the allowance for doubtful accounts was immaterial. |
INVENTORY | INVENTORY The Company measures inventory at the lower of cost or net realizable value, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is determined using the first-in, first-out method. 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 for excess, obsolete, and slow-moving inventory by comparing the individual inventory parts to forecasted product demand or production requirements. As of September 30, 2023, inventory was comprised of $0.8 million and $0.2 million, in finished goods on hand and inventory in-transit from vendors, respectively. As of December 31, 2022, inventory was comprised of $0.6 million and $1.2 million, in finished goods on hand and inventory in-transit from vendors, respectively. The Company is required to partially prepay for inventory with certain vendors. As of September 30, 2023 and December 31, 2022, $0.5 million and $0.01 million of prepayments made for inventory, respectively, are included in prepaid expenses and other current assets on the balance sheet. |
LONG-LIVED ASSETS | LONG-LIVED ASSETS Long-lived assets, such as property and equipment, and other intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. When indicators exist, the Company tests for the impairment of the definite-lived assets based on the undiscounted future cash flow the assets are expected to generate over their remaining useful lives, compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management’s estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions, or changes to the Company’s business operations. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisting of equipment, furniture, fixtures, website and other is stated at cost. The costs of additions and improvements are generally capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful life of the respective asset as follows: Equipment 5 years Furniture and fixtures 3 to 5 years Website and other 3 years |
GOODWILL | GOODWILL Goodwill is reviewed annually in the fourth quarter, or when circumstances indicate that an impairment may have occurred. The Company first performs a qualitative assessment of goodwill impairment, which considers factors such as market conditions, performance compared to forecast, business outlook and unusual events. If the qualitative assessment indicates a possible goodwill impairment, goodwill is then quantitatively tested for impairment. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test. If a quantitative goodwill impairment test is required, the fair value is determined using a variety of assumptions including estimated future cash flows using applicable discount rates (income approach) and comparisons to other similar companies (market approach). As of September 30, 2023, no indicators of impairment were noted. |
OTHER INTANGIBLE ASSETS | OTHER INTANGIBLE ASSETS The Company’s intangible assets are related to the acquisition of LogicMark LLC in 2016, the former subsidiary that was merged with and into the Company and are included in other intangible assets in the Company’s Condensed Balance Sheets as of September 30, 2023 and December 31, 2022. As of September 30, 2023, the other intangible assets are comprised of patents of $1.4 million; trademarks of $0.8 million; and customer relationships of $0.9 million. As of December 31, 2022, the other intangible assets are comprised of patents of $1.7 million; trademarks of $0.9 million; and customer relationships of $1.2 million. The Company amortizes 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 and nine months ended September 30, 2023, the Company had amortization expense of $0.2 million and $0.6 million, respectively. During the three and nine months ended September 30, 2022, the Company had amortization expense of $0.2 million and $0.6 million, respectively. As of September 30, 2023, total amortization expense estimated for the remainder of fiscal year 2023 is $0.2 million. Amortization expense estimated for 2024 and 2025 is expected to be approximately $0.8 million per year, $0.6 million for 2026, $0.3 million for 2027, and approximately $0.5 million thereafter. |
STOCK-BASED COMPENSATION | STOCK BASED COMPENSATION The Company accounts for stock 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. 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. |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE | NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE Basic net loss attributable to common stockholders per share (“Basic net loss per share”) was computed using the weighted average number of common shares outstanding. Diluted net loss applicable to common stockholders per share (“Diluted net loss per share”) includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock options to purchase 59,728 shares of common stock and warrants to purchase 1,253,985 shares of common stock as of September 30, 2023, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Potentially dilutive securities from the exercise of stock options to purchase 22,233 shares of common stock and warrants to purchase 214,769 shares of common stock as of September 30, 2022, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. |
RESEARCH AND DEVELOPMENT AND PRODUCT DEVELOPMENT COSTS | RESEARCH AND DEVELOPMENT AND PRODUCT DEVELOPMENT COSTS Research and development costs are expenditures on new market development and related engineering costs. In addition to internal resources, the Company utilizes functional consulting resources, third-party software, and hardware development firms. The Company expenses all research and development costs as incurred until technological feasibility has been established for the product. Once technological feasibility is established, development costs including software and hardware design are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. For the three months ended September 30, 2023, the Company did not capitalize any product development. For the nine months ended September 30, 2023, the Company capitalized $0.5 million of such product development costs. For the three and nine months ended September 30, 2023, the Company capitalized $0.5 million and $0.7 million of such software development costs, respectively. For the three and nine months ended September 30, 2022, the Company capitalized $0.1 million and $0.2 million of such product development costs, respectively. For the three and nine months ended September 30, 2022, the Company capitalized $0.1 million and $0.2 million of such software development costs, respectively. Cumulatively, as of September 30, 2023 and December 31, 2022, approximately $0.9 million and $0.3 million, respectively, of capitalized product and software development costs arose from expenditures to a company considered to be a related party since it is controlled by the Company’s Vice-President of Engineering. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recent accounting standards that have been issued or proposed by FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed financial statements upon adoption. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful life of the respective asset as follows: Equipment 5 years Furniture and fixtures 3 to 5 years Website and other 3 years |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: September 30, December 31, 2023 2022 Salaries, payroll taxes and vacation $ 238,453 $ 114,030 Merchant card fees 15,508 15,062 Professional fees 26,333 25,000 Management incentives 453,799 519,800 Lease liability 65,560 69,402 Dividends – Series C and F Preferred Stock - 48,389 Inventory in transit 160,881 812,970 Other 250,471 135,837 Totals $ 1,211,005 $ 1,740,490 |
Stockholders_ Equity and Rede_2
Stockholders’ Equity and Redeemable Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ Equity and Redeemable Preferred Stock [Abstract] | |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes the Company’s warrants outstanding and exercisable as of September 30, 2023 and December 31, 2022: Number of Weighted Average Weighted Average Aggregate Intrinsic Outstanding and Exercisable as of January 1, 2023 4,295,380 $ 120.39 3.60 $ - Issued 14,840,198 2.52 4.32 - Issued prefunded warrants 3,440,000 0.02 - - Exercised prefunded warrants (3,440,000 ) 0.02 - - Exercised warrants (859,770 ) 2.52 - - Expiration of warrants (186,316 ) 459.49 - - Outstanding and Exercisable as of September 30, 2023 18,089,492 $ 29.59 4.04 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Lease Obligation | a reconciliation of the undiscounted lease payments to the present value of the lease liabilities Year Ending December 31, 2023 (for the remainder of 2023) $ 19,800 2024 80,000 2025 54,400 Total future minimum lease payments $ 154,200 Less imputed interest (18,482 ) Total present value of future minimum lease payments $ 135,718 |
Schedule of Lease Expense | As of September 30, 2023 Operating lease right-of-use assets $ 128,718 Accrued expenses $ 65,560 Other long-term liabilities 70,158 $ 135,718 As of September 30, 2023 Weighted Average Remaining Lease Term 1.92 Weighted Average Discount Rate 13.00 % |
Liquidity and Management Plans
Liquidity and Management Plans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Liquidity and Management Plans [Abstract] | |||||
Operating loss | $ (1,779,589) | $ (2,138,105) | $ (5,941,847) | $ (4,546,683) | |
Net loss | (1,444,476) | $ (2,093,518) | (5,545,795) | $ (4,488,936) | |
Cash and cash equivalents | 6,682,997 | 6,682,997 | $ 6,977,114 | ||
Working capital | $ 6,600,000 | $ 6,600,000 | $ 7,100,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Cash equivalents | $ 6,200,000 | $ 6,200,000 | $ 6,600,000 | ||
Restricted cash | 59,988 | 59,988 | 59,988 | ||
Cost of goods sold | 769,956 | $ 1,047,204 | 2,444,401 | $ 3,860,176 | |
Inventory finished goods | 800,000 | 800,000 | 600,000 | ||
Inventory in-transit from vendors | 200,000 | 200,000 | 1,200,000 | ||
Prepaid expenses and other current assets | 500,000 | 500,000 | 10,000 | ||
Amortization expense | 200,000 | 200,000 | $ 600,000 | $ 600,000 | |
Stock options purchase (in Shares) | 59,728 | 22,233 | |||
Software development costs | 100,000 | $ 500,000 | $ 200,000 | ||
Product development costs | 700,000 | 100,000 | 500,000 | 200,000 | |
Capitalized product development costs | 900,000 | 300,000 | |||
Shipping and Handling [Member] | |||||
Accounting Policies [Abstract] | |||||
Cost of goods sold | 100,000 | $ 300,000 | 300,000 | $ 500,000 | |
2023 [Member] | |||||
Accounting Policies [Abstract] | |||||
Total amortization expense estimated fiscal year | 200,000 | 200,000 | |||
2024 [Member] | |||||
Accounting Policies [Abstract] | |||||
Amortization expense estimated | 800,000 | 800,000 | |||
2025 [Member] | |||||
Accounting Policies [Abstract] | |||||
Amortization expense estimated | 600,000 | 600,000 | |||
2026 [Member] | |||||
Accounting Policies [Abstract] | |||||
Amortization expense estimated | 300,000 | 300,000 | |||
2027 [Member] | |||||
Accounting Policies [Abstract] | |||||
Amortization expense estimated | $ 500,000 | $ 500,000 | |||
Warrant [Member] | |||||
Accounting Policies [Abstract] | |||||
Purchase of warrant shares (in Shares) | 1,253,985 | 214,769 | 1,253,985 | 214,769 | |
Logic Mark [Member] | Patents [Member] | |||||
Accounting Policies [Abstract] | |||||
Intangible assets of patents | $ 1,400,000 | $ 1,400,000 | 1,700,000 | ||
Other intangible assets, estimated useful lives | 11 years | 11 years | |||
Logic Mark [Member] | Trademarks [Member] | |||||
Accounting Policies [Abstract] | |||||
Intangible assets trademarks | $ 800,000 | $ 800,000 | 900,000 | ||
Other intangible assets, estimated useful lives | 20 years | 20 years | |||
Logic Mark [Member] | Customer Relationships [Member] | |||||
Accounting Policies [Abstract] | |||||
Intangible assets customer relationships | $ 900,000 | $ 900,000 | $ 1,200,000 | ||
Other intangible assets, estimated useful lives | 10 years | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment | Sep. 30, 2023 |
Equipment [Member] | |
Accounting Policies [Abstract] | |
Estimated useful life | 5 years |
Furniture and fixtures [Member | Minimum [Member] | |
Accounting Policies [Abstract] | |
Estimated useful life | 3 years |
Furniture and fixtures [Member | Maximum [Member] | |
Accounting Policies [Abstract] | |
Estimated useful life | 5 years |
Website and other [Member] | |
Accounting Policies [Abstract] | |
Estimated useful life | 3 years |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses [Abstract] | ||
Salaries, payroll taxes and vacation | $ 238,453 | $ 114,030 |
Merchant card fees | 15,508 | 15,062 |
Professional fees | 26,333 | 25,000 |
Management incentives | 453,799 | 519,800 |
Lease liability | 65,560 | 69,402 |
Dividends – Series C and F Preferred Stock | 48,389 | |
Inventory in transit | 160,881 | 812,970 |
Other | 250,471 | 135,837 |
Totals | $ 1,211,005 | $ 1,740,490 |
Stockholders_ Equity and Rede_3
Stockholders’ Equity and Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 21, 2023 | Jan. 25, 2023 | May 31, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items] | ||||||||
Common stock converted | 1 | |||||||
Share conversion par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Reverse split, description | the Company effected a 1-for-20 reverse split of its outstanding | |||||||
Reverse stock split issued | 40,228 | |||||||
Pre-funded units | 3,440,000 | |||||||
Warrant exercise price (in Dollars per share) | $ 0.02 | |||||||
Warrants to purchase | 3,440,000 | |||||||
Aggregate shares | 258,000 | |||||||
Common stock, par value (in Dollars per share) | $ 2.52 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Additional warrants | 815,198 | |||||||
Shares of common stock | 61,140 | |||||||
Gross proceeds (in Dollars) | $ 5,200 | |||||||
Percentage of underwriting discounts and commissions | 7% | |||||||
Percentage of gross proceeds | 3.50% | |||||||
Preferred stock dividends (in Dollars) | $ 75 | $ 75 | $ 225 | $ 225 | ||||
Series C Redeemable Preferred Stock [Member] | ||||||||
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items] | ||||||||
Common stock converted | 1 | |||||||
Share conversion par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Redeemable preferred stock | 24,406,155 | |||||||
Common stock, voting rights | One share of Series C Redeemable Preferred Stock carries the same voting rights as one share of common stock. | |||||||
Series C Redeemable Preferred Stock [Member] | Maximum [Member] | ||||||||
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items] | ||||||||
Redeemable preferred stock | 200 | |||||||
Series C Redeemable Preferred Stock [Member] | Minimum [Member] | ||||||||
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items] | ||||||||
Redeemable preferred stock | 10 | |||||||
Series F Preferred Stock [Member] | ||||||||
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items] | ||||||||
Common stock converted | 1 | |||||||
Share conversion par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Series C Redeemable Preferred Stock [Member] | ||||||||
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items] | ||||||||
Redeemable preferred stock | 1,220,308 | |||||||
Cumulative dividends rate | 15% | |||||||
January 2023 Offering [Member] | ||||||||
Stockholders’ Equity and Redeemable Preferred Stock (Details) [Line Items] | ||||||||
Aggregate of sale, shares | 529,250 | |||||||
Common stock shares | 10,585,000 | |||||||
Additional shares of common stock | 793,875 | |||||||
Exercise price per share (in Dollars per share) | $ 2.52 | |||||||
Aggregate of purchase shares | 172,000 | |||||||
Common stock, par value (in Dollars per share) | $ 2.52 |
Stockholders_ Equity and Rede_4
Stockholders’ Equity and Redeemable Preferred Stock (Details) - Schedule of Warrants Outstanding and Exercisable - USD ($) | 9 Months Ended |
Sep. 30, 2023 | |
Number of Warrants [Member] | |
Schedule of warrants outstanding and exercisable [Abstract] | |
Number of Warrants, Outstanding and Exercisable at beginning | 4,295,380 |
Number of Warrants, Issued | 14,840,198 |
Number of Warrants, Issued prefunded warrants | 3,440,000 |
Number of Warrants, Exercised prefunded warrants | (3,440,000) |
Number of Warrants, Exercised warrants | (859,770) |
Number of Warrants, Expiration of warrants | (186,316) |
Number of Warrants, Outstanding and Exercisable at ending | 18,089,492 |
Weighted Average Exercise Price [Member] | |
Schedule of warrants outstanding and exercisable [Abstract] | |
Weighted Average Exercise Price, Outstanding and Exercisable at beginning | $ 120.39 |
Weighted Average Exercise Price, Issued | 2.52 |
Weighted Average Exercise Price, Issued prefunded warrants | 0.02 |
Weighted Average Exercise Price, Exercised prefunded warrants | 0.02 |
Weighted Average Exercise Price, Exercised warrants | 2.52 |
Weighted Average Exercise Price, Expiration of warrants | 459.49 |
Weighted Average Exercise Price, Outstanding and Exercisable at ending | $ 29.59 |
Weighted Average Remaining Life In Years [Member] | |
Schedule of warrants outstanding and exercisable [Abstract] | |
Weighted Average Remaining Life In Years, Outstanding and Exercisable at beginning | 3 years 7 months 6 days |
Weighted Average Remaining Life In Years, Issued | 4 years 3 months 25 days |
Weighted Average Remaining Life In Years, Issued prefunded warrants | |
Weighted Average Remaining Life In Years, Exercised prefunded warrants | |
Weighted Average Remaining Life In Years, Exercised warrants | |
Weighted Average Remaining Life In Years, Expiration of warrants | |
Weighted Average Remaining Life In Years, Outstanding and Exercisable at ending | 4 years 14 days |
Aggregate Intrinsic Value [Member] | |
Schedule of warrants outstanding and exercisable [Abstract] | |
Aggregate Intrinsic Value, Outstanding and Exercisable at beginning | |
Aggregate Intrinsic Value, Issued | |
Aggregate Intrinsic Value, Issued prefunded warrants | |
Aggregate Intrinsic Value, Exercised prefunded warrants | |
Aggregate Intrinsic Value, Exercised warrants | |
Aggregate Intrinsic Value, Expiration of warrants | |
Aggregate Intrinsic Value, Outstanding and Exercisable at ending |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Mar. 07, 2023 | Mar. 31, 2022 | Jan. 04, 2013 | Aug. 24, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Share issued | 68,723 | 198,753 | 198,753 | |||||||
Common shares outstanding, percentage | 100% | |||||||||
Number of options vested | 1,125 | 1,106 | 1,364 | |||||||
Stock options vesting term | 4 years | |||||||||
Aggregate fair value (in Dollars) | $ 700 | |||||||||
Unrecognised compensation cost (in Dollars) | $ 46 | $ 100 | ||||||||
Stock options forfeited | 1,500 | 1,500 | ||||||||
Forfeited shares | 250 | |||||||||
Exercise price (in Dollars per share) | $ 67.2 | $ 67.2 | ||||||||
Option shares | 625 | 625 | ||||||||
Strike price (in Dollars per share) | $ 21.8 | $ 44 | ||||||||
Stock-based compensation expense (in Dollars) | $ 500 | 1,200 | ||||||||
Stock Incentive Plan 2023 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Common shares outstanding, percentage | 15% | |||||||||
Number of options vested | 9,900 | 3,125 | ||||||||
Stock options vesting term | 4 years | 4 years | ||||||||
Exercise of strike price (in Dollars per share) | $ 3.03 | $ 2.92 | ||||||||
Unrecognised compensation cost (in Dollars) | $ 8 | |||||||||
Forfeited shares | 750 | |||||||||
Stock Incentive Plan 2017 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Common shares outstanding, percentage | 10% | |||||||||
Stock options vesting term | 4 years | |||||||||
Exercise of strike price (in Dollars per share) | $ 3.8 | |||||||||
Aggregate fair value (in Dollars) | $ 18 | $ 1,300 | ||||||||
Unrecognised compensation cost (in Dollars) | $ 400 | |||||||||
Stock options issued | 778 | |||||||||
Forfeited shares | 1,250 | 1,250 | ||||||||
Long-Term Stock Incentive Plan 2013 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Unrecognised compensation cost (in Dollars) | $ 300 | |||||||||
Forfeited shares | 1,250 | |||||||||
Exercise price (in Dollars per share) | $ 0.4 | $ 21.8 | $ 0.4 | $ 21.8 | ||||||
Option shares | 545 | 545 | ||||||||
Number of shares option | 1.2 | |||||||||
Minimum [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Strike price (in Dollars per share) | $ 36 | |||||||||
Minimum [Member] | Stock Incentive Plan 2023 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Number of options vested | 2,000 | |||||||||
Minimum [Member] | Stock Incentive Plan 2017 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Stock options vesting term | 4 years | |||||||||
Aggregate fair value (in Dollars) | $ 11 | |||||||||
Maximum [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Strike price (in Dollars per share) | $ 36.4 | |||||||||
Maximum [Member] | Stock Incentive Plan 2017 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Number of options vested | 10,528 | |||||||||
Exercise of strike price (in Dollars per share) | $ 3.8 | |||||||||
Aggregate fair value (in Dollars) | $ 35 | |||||||||
Common Stock [Member] | Stock Incentive Plan 2017 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Number of options vested | 21,517 | |||||||||
Share-Based Payment Arrangement, Tranche One [Member] | Stock Incentive Plan 2017 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Common stock vesting period | 30 months | |||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | Stock Incentive Plan 2017 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Common stock vesting period | 48 months | |||||||||
Board of Directors [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Aggregate fair value (in Dollars) | $ 34 | $ 51 | ||||||||
Exercise price (in Dollars per share) | $ 44 | $ 44 | ||||||||
Board of Directors [Member] | Stock Incentive Plan 2023 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Number of options vested | 10,275 | |||||||||
Exercise of strike price (in Dollars per share) | $ 3.03 | $ 2.92 | ||||||||
Aggregate fair value (in Dollars) | $ 46 | |||||||||
Board of Directors [Member] | Long-Term Stock Incentive Plan 2013 [Member] | ||||||||||
Stock Incentive Plans (Details) [Line Items] | ||||||||||
Common shares outstanding, percentage | 10% | |||||||||
Number of options vested | 2,294 | |||||||||
Stock options vesting term | 4 years | |||||||||
Aggregate fair value (in Dollars) | $ 54 | |||||||||
Stock options issued | 11,875 | |||||||||
Exercise price (in Dollars per share) | $ 21.8 | $ 21.8 | ||||||||
Aggregate fair value (in Dollars) | $ 73 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Real estate lease term, description | The Company’s real estate lease, which is for office space and a fulfillment center, with a lease term of 5 years expiring in August 2025. The Company also leases a copier with a lease term of 5 years, ending August 2023. | |||
Lease agreement amount | $ 300,000 | |||
Monthly rent | $ 6,400 | |||
Increasing annual rent, percentage | 3% | |||
Operating lease cost | $ 25,400 | $ 25,200 | $ 76,200 | $ 75,800 |
Louisville, Kentucky [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Monthly rent | $ 6,600 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Future Lease Obligation | Sep. 30, 2023 USD ($) |
Schedule of Future Lease Obligation [Abstract] | |
2023 (for the remainder of 2023) | $ 19,800 |
2024 | 80,000 |
2025 | 54,400 |
Total future minimum lease payments | 154,200 |
Less imputed interest | (18,482) |
Total present value of future minimum lease payments | $ 135,718 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Lease Expense | Sep. 30, 2023 USD ($) |
Schedule of Lease Expense [Abstract] | |
Operating lease right-of-use assets | $ 128,718 |
Accrued expenses | 65,560 |
Other long-term liabilities | 70,158 |
Total | $ 135,718 |
Weighted Average Remaining Lease Term | 1 year 11 months 1 day |
Weighted Average Discount Rate | 13% |