Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 12, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None. | ||
Entity Information [Line Items] | |||
Entity Registrant Name | LogicMark, Inc. | ||
Entity Central Index Key | 0001566826 | ||
Entity File Number | 001-36616 | ||
Entity Tax Identification Number | 46-0678374 | ||
Entity Incorporation, State or Country Code | NV | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 3,776,400 | ||
Entity Contact Personnel [Line Items] | |||
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 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (502) | ||
Local Phone Number | 442-7911 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | LGMK | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 2,196,612 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | BPM LLP |
Auditor Firm ID | 207 |
Auditor Location | Walnut Creek, California |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 6,398,164 | $ 6,977,114 |
Restricted cash | 59,988 | |
Accounts receivable, net | 13,647 | 402,595 |
Inventory | 1,177,456 | 1,745,211 |
Prepaid expenses and other current assets | 460,177 | 349,097 |
Total Current Assets | 8,049,444 | 9,534,005 |
Property and equipment, net | 203,333 | 255,578 |
Right-of-use assets, net | 113,761 | 182,363 |
Product development costs, net of amortization of $68,801 and $15,029, respectively | 1,269,021 | 646,644 |
Software development costs, net of amortization of $23,354 and $0, respectively | 1,299,901 | 364,018 |
Goodwill | 3,143,662 | 10,958,662 |
Other intangible assets, net of amortization of $5,666,509 and $4,904,713, respectively | 2,938,058 | 3,699,854 |
Total Assets | 17,017,180 | 25,641,124 |
Current Liabilities | ||
Accounts payable | 901,624 | 673,052 |
Accrued expenses | 1,151,198 | 1,740,490 |
Total Current Liabilities | 2,052,822 | 2,413,542 |
Other long-term liabilities | 51,842 | 440,263 |
Total Liabilities | 2,104,664 | 2,853,805 |
Commitments and Contingencies (Note 11) | ||
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 December 31, 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; 2,150,412 and 480,447 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 216 | 48 |
Additional paid-in capital | 112,946,891 | 106,070,253 |
Accumulated deficit | (100,160,891) | (85,610,282) |
Total Stockholders’ Equity | 13,105,216 | 20,980,019 |
Total Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity | 17,017,180 | 25,641,124 |
Series F Preferred Stock | ||
Stockholders’ Equity | ||
Preferred stock value | $ 319,000 | $ 520,000 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Product development costs, net of amortization (in Dollars) | $ 68,801 | $ 15,029 |
Software development costs, net of amortization (in Dollars) | 23,354 | 0 |
Other intangible assets, net of amortization (in Dollars) | $ 5,666,509 | $ 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 | 2,150,412 | 480,447 |
Common stock, shares outstanding | 2,150,412 | 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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 9,929,629 | $ 11,916,482 |
Costs of goods sold | 3,269,967 | 4,685,639 |
Gross Profit | 6,659,662 | 7,230,843 |
Operating Expenses | ||
Direct operating cost | 1,142,596 | 1,455,450 |
Advertising cost | 270,709 | 105,672 |
Selling and marketing | 2,206,091 | 1,094,628 |
Research and development | 982,684 | 1,241,265 |
General and administrative | 8,478,947 | 9,037,794 |
Other expense | 147,506 | 374,389 |
Goodwill impairment | 7,815,000 | |
Depreciation and amortization | 944,596 | 828,137 |
Total Operating Expenses | 21,988,129 | 14,137,335 |
Operating Loss | (15,328,467) | (6,906,492) |
Other Income | ||
Interest income | 221,871 | 119,483 |
Other income | 246,138 | |
Total Other Income | 468,009 | 119,483 |
Loss before Income Taxes | (14,860,458) | (6,787,009) |
Income tax (benefit) expense | (309,849) | 137,956 |
Net Loss | (14,550,609) | (6,924,965) |
Preferred stock dividends | (300,000) | (328,456) |
Deemed dividend | (930,122) | |
Net Loss Attributable to Common Stockholders | $ (15,780,731) | $ (7,253,421) |
Net Loss Attributable to Common Stockholders Per Share - Basic (in Dollars per share) | $ (11.66) | $ (15.15) |
Weighted Average Number of Common Shares Outstanding - Basic (in Shares) | 1,353,333 | 478,705 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net Loss Attributable to Common Stockholders Per Share - Diluted | $ (11.66) | $ (15.15) |
Weighted Average Number of Common Shares Outstanding - Diluted | 1,353,333 | 478,705 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity - USD ($) | 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 | 1,509,232 | 1,509,232 | |||
Shares issued as stock based compensation | $ 2 | 135,035 | 135,037 | ||
Shares issued as stock based compensation (in Shares) | 22,295 | ||||
Series C Preferred stock dividends | (300,000) | (300,000) | |||
Series F Preferred stock dividends | (28,456) | (28,456) | |||
Net loss | (6,924,965) | (6,924,965) | |||
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 | 1,563,558 | 1,563,558 | |||
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 | (1,026,607) | (1,026,607) | |||
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 | $ 80 | 1,165,076 | 1,165,156 | ||
Warrants exercised for common stock (in Shares) | 795,876 | ||||
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 | ||||
Series C Preferred stock dividends | (300,000) | (300,000) | |||
Net loss | (14,550,609) | (14,550,609) | |||
Balance at Dec. 31, 2023 | $ 319,000 | $ 216 | $ 112,946,891 | $ (100,160,891) | $ 13,105,216 |
Balance (in Shares) at Dec. 31, 2023 | 106,333 | 2,150,412 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (14,550,609) | $ (6,924,965) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 105,674 | 26,888 |
Stock based compensation | 1,577,440 | 1,644,269 |
Amortization of intangible assets | 761,796 | 776,793 |
Amortization of product development costs | 53,771 | 15,029 |
Amortization of software development costs | 23,354 | |
Goodwill impairment | 7,815,000 | |
Deferred taxes (benefit) expense | (320,102) | 124,468 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 388,948 | (303,846) |
Inventory | 567,755 | (507,931) |
Prepaid expenses and other current assets | (111,080) | 500,093 |
Accounts payable | 22,193 | 180,621 |
Accrued expenses | (649,620) | 859,294 |
Net Cash Used in Operating Activities | (4,315,480) | (3,609,287) |
Cash flows from Investing Activities | ||
Purchase of equipment and website development | (53,429) | (282,466) |
Product development costs | (562,610) | (661,673) |
Software development costs | (757,396) | (364,018) |
Net Cash Used in Investing Activities | (1,373,435) | (1,308,157) |
Cash flows from Financing Activities | ||
Proceeds from sale of common stock and warrants | 5,211,428 | |
Fees paid in connection with equity offerings | (1,026,607) | |
Warrants exercised for common stock | 1,165,156 | |
Series C redeemable preferred stock dividends | (300,000) | (300,000) |
Net Cash Provided by (Used in) Financing Activities | 5,049,977 | (300,000) |
Net Decrease in Cash, Cash Equivalents and Restricted Cash | (638,938) | (5,217,444) |
Cash, Cash Equivalents and Restricted Cash - Beginning of Year | 7,037,102 | 12,254,546 |
Cash, Cash Equivalents and Restricted Cash - End of Year | 6,398,164 | 7,037,102 |
Cash paid during the years for: | ||
Taxes | 3,152 | |
Non-cash investing and financing activities: | ||
Accrued preferred stock dividends | 48,389 | |
Conversion of Series F preferred stock to common stock | 201,000 | |
Common stock issued for to settle Series F preferred stock dividend | 48,389 | |
Product development costs included in accounts payable and accrued expenses | 113,538 | |
Software development costs included in accounts payable and accrued expenses | 201,841 | |
Website development included in accounts payable | $ 18,494 |
Organization and Principal Busi
Organization and Principal Business Activities | 12 Months Ended |
Dec. 31, 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 (“VHA”). |
Liquidity and Management Plans
Liquidity and Management Plans | 12 Months Ended |
Dec. 31, 2023 | |
Liquidity and Management Plans [Abstract] | |
LIQUIDITY AND MANAGEMENT PLANS | NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS The Company generated an operating loss of $15.3 million and a net loss of $14.6 million for the year ended December 31, 2023. As of December 31, 2023, the Company had cash and cash equivalents of $6.4 million. As of December 31, 2023, the Company had working capital of $6.0 million compared to working capital as of December 31, 2022, of $7.1 million. Given the Company’s cash position as of December 31, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 3 - BASIS OF PRESENTATION The financial statements are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). 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. 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 year ended December 31, 2022 have been retroactively adjusted to reflect the 1-for-20 reverse stock split that occurred on April 21, 2023. See Note 8. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES IN THE FINANCIAL STATEMENTS 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 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 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. As of December 31, 2023, the Company had cash equivalents of $4.7 million and $6.6 million in cash equivalents as of December 31, 2022. RESTRICTED CASH Restricted cash included amounts held as collateral for company credit cards. During the year ended December 31, 2023, the Company closed the company credit card. Restricted cash included in Cash, Cash Equivalents and Restricted Cash, as presented on the Statements of Cash Flows, amounted to $60 thousand as of 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 VHA. 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 VHA, 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. During the year ended December 31, 2023, the Company released new offerings by leasing hardware coupled with monthly subscription services. We account for the revenue from its lease contracts by utilizing the single component accounting policy. This policy requires the Company to account for, by class of underlying asset, the lease component and nonlease component(s) associated with each lease as a single component if two criteria are met: (1) the timing and pattern of the lease component and the nonlease component are the same and (2) the lease component would be classified as an operating lease, if accounted for separately. The Company has determined that its leased hardware meets the criteria to be operating leases and has the same timing and pattern of transfer as its monthly subscription services. The Company has elected the lessor practical expedient within ASC 842, Leases Revenue Recognition from Contracts with Customers SALES TO DISTRIBUTORS AND RESELLERS 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 December 31, 2023, and 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 $0.3 million and $0.6 million, respectively, for the years ended December 31, 2023, and 2022. ACCOUNTS RECEIVABLE - NET For the years ended December 31, 2023, and 2022, the Company’s revenues were primarily the result of shipments to VHA hospitals and clinics, which are made in most cases on a prepaid basis. The Company also sells its products to distributors and resellers, typically providing customers with modest trade credit terms. Sales made to distributors and resellers 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 credit losses, as necessary whenever events or circumstances indicate the carrying value may not be recoverable. As of December 31, 2023, and 2022, the allowance for credit losses 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 December 31, 2023, inventory was comprised of $1.2 million in finished goods on hand. As of December 31, 2022, inventory consisted 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 December 31, 2023, and 2022, $0.3 million and $10 thousand, respectively, of prepayments made for inventory 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 tooling 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), comparisons to other similar companies (market approach), and an adjusted balance sheet approach. As part of the annual evaluation of goodwill in 2023, the Company determined that it is more likely than not that the carrying value of goodwill exceeded its fair value, and therefore an impairment write-down was required. During the year ended December 31, 2023, the Company wrote down the carrying value of goodwill by $7.8 million. See Note 5. 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 balance sheet as of December 31, 2023, and 2022. As of December 31, 2023, the other intangible assets are comprised of patents of $1.3 million; trademarks of $0.8 million; and customer relationships of $0.8 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 years ended December 31, 2023, and 2022, the Company had an amortization expense of $0.8 million for both years. Amortization expense estimated for fiscal years 2024 and 2025 is expected to be approximately $0.8 million per year, $0.6 million for fiscal year 2026, $0.3 million for fiscal year 2027, $63 thousand for fiscal year 2028 and approximately $0.5 million thereafter. INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. Income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company will classify as income tax expense any interest and penalties. The Company has no material uncertain tax positions for any of the reporting periods presented. Generally, the tax authorities may examine tax returns for three years from the date of filing. The Company has filed all its tax returns for all prior periods through December 31, 2022. 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 59,228 shares of common stock and warrants to purchase 9,531,242 shares of common stock as of December 31, 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 26,250 shares of common stock and warrants to purchase 214,769 shares of common stock as of December 31, 2022, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Net loss attributable to Common Stockholders per share as of December 31, 2023, was impacted by the payment of dividends for Series C Redeemable Preferred Stock of $0.3 million and a deemed dividend of $0.9 million resulting from the modification of certain warrant terms. Net loss attributable to Common Stockholders per share as of December 31, 2022 was impacted by the payment of dividends for Series C Redeemable Preferred Stock of $0.3 million. Refer to Note 8. RESEARCH AND DEVELOPMENT AND PRODUCT AND SOFTWARE 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 year ended December 31, 2023, the Company capitalized $0.7 million of such product development costs and $1.0 million of such software development costs. For the year ended December 31, 2022, the Company capitalized $0.7 million and $0.4 million of such product and software development costs, respectively. Amortization of these costs is on a straight-line basis over three years and amounted to approximately $53.8 thousand and $23.4 thousand for product development and software development, respectively, for the year ended December 31, 2023. Amortization for the year ended December 31, 2022 was $15 thousand for product development costs. Cumulatively, as of December 31, 2023 and 2022, approximately $1.0 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. As of December 31, 2023, a total of $0.3 million of expenditures to the Company considered to be a related party were included in accounts payable and accrued expenses. RECENT ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The new standard also requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 was effective for SEC filers qualifying as small reporting companies, for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the Company adopted ASU 2016-13, which resulted in no effects on the Company’s financial position, results of operations, or cash flows. |
Goodwill Impairment
Goodwill Impairment | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill Impairment [Abstract] | |
GOODWILL IMPAIRMENT | NOTE 5 - GOODWILL IMPAIRMENT The Company’s goodwill relates entirely to the acquisition of LogicMark, LLC in 2016, the former subsidiary that was merged with and into the Company. As of December 31, 2023, the Company completed an impairment test of goodwill. The fair value was determined by using a market-based approach (weighted 70%), an income approach (weighted 20%) and adjusted book value method (weighted 10%), as this combination was deemed to be the most indicative of the Company’s fair value. The Company also included the current market value of the Company’s equity in the overall analysis. Under the market-based approach, the Company utilized information regarding the Company, the Company’s industry as well as publicly available industry information to determine earnings multiples and sales multiples that are used to value the Company. Under the income approach, the Company determined fair value based on estimated future cash flows of the Company, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk and the rate of return an outside investor would expect to earn, which are unobservable Level 3 inputs. The discounted estimates of future cash flows include significant management assumptions such as revenue growth rates, operating margins, weighted average cost of capital, and future economic and market conditions. The Company further compared the estimated fair value to the Company’s market capitalization. As of December 31, 2023, the Company As of December 31, 2022, the Company determined that there were no indicators present to suggest that it was more likely than not that the fair value of goodwill was less than the carrying amount. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | NOTE 6 - ACCRUED EXPENSES Accrued expenses consist of the following: December 31, December 31, 2023 2022 Salaries, payroll taxes and vacation $ 167,930 $ 114,030 Merchant card fees 14,983 15,062 Professional fees 83,532 25,000 Management incentives 503,800 519,800 Lease liability 68,321 69,402 Development costs 109,000 - Dividends – Series C and F Preferred Stock - 48,389 Inventory in transit - 812,970 Other 203,632 135,837 Totals $ 1,151,198 $ 1,740,490 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 - FAIR VALUE MEASUREMENTS The fair value of financial instruments is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants. The degree of judgment used in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree to which depends on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy. Valuation Hierarchy ASC 820, Fair Value Measurements and Disclosures ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Cash and accounts payable approximate their fair values due to their short maturities. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company’s cash equivalents as of December 31, 2023 and 2022 were held in money market funds and are measured utilizing Level 1 valuation inputs. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 - STOCKHOLDERS’ EQUITY November 2023 Warrant Inducement Transactions On November 21, 2023, the Company entered into each of the 2021 Inducement Agreements and the 2023 Inducement Agreements (together, the “Inducement Agreements”) with certain of its warrant holders, pursuant to which the Company induced such warrant holders to exercise for cash their common stock purchase warrants issued pursuant to firm commitment public offerings by the Company that closed on September 15, 2021 (the “Existing September 2021 Warrants”) and January 25, 2023 (the “Existing January 2023 Warrants” and together with the Existing September 2021 Warrants, the “Existing Warrants”) to purchase up to approximately 909,059 shares of Common Stock, at a lower exercise price of (x) $2.00 per share for the Existing September 2021 Warrants and (y) $2.00 per one and one-half share for the Existing January 2023 Warrants, during the period from the date of the Inducement Agreements until December 20, 2023 (the “Inducement Deadline”). In consideration for the warrant holders’ agreement to exercise the Existing Warrants in accordance with the Inducement Agreements, the Company agreed to issue such warrant holders the Warrants as follows: (A) Series A Common Stock purchase warrants (the “ The Company determined that the decrease in exercise price of the Existing Warrants discussed above resulted in a deemed dividend. The Company determined the deemed dividend was the difference between the fair value of the Existing Warrants immediately prior to the modification of terms and the fair value of the new Series A and Series B Warrants at the time of the modification. The difference between the fair value of the warrants immediately prior to modification of terms and immediately after the modification was calculated as $0.9 million, using a Black Scholes model. This deemed dividend has been added to the net loss to arrive at net loss attributable to common stockholders on the statements of operations. 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, par value $0.0001 per share (the “Predecessor 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 year ended December 31, 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 years ended December 31, 2023 and 2022, the Company recorded Series C Redeemable Preferred Stock dividends of $0.3 million. 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 December 31, 2023 and 2022 until such time that events occur that indicate otherwise. Warrants The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2023 and 2022: Number of Weighted Average Exercise Price Weighted Average Remaining Life In Years Aggregate Outstanding and Exercisable at December 31, 2022 4,295,380 $ 120.39 3.60 $ - Outstanding and Exercisable at January 1, 2023 4,295,380 $ 120.39 3.60 $ - Issued - January 2023 Offering 14,840,198 2.52 4.07 - Issued prefunded warrants 3,440,000 0.00 - - Issued - November 2023 Warrant Inducement 1,462,790 2.00 4.70 Exercise of prefunded warrants (3,440,000 ) 0.00 - - Exercise of warrants - January 2023 Offering (859,770 ) 2.52 - - Exercise of warrants - November 2023 Warrant Inducement (10,021,040 ) 2.00 - Expiration of warrants (186,316 ) 459.49 - - Outstanding and Exercisable at December 31, 2023 9,531,242 $ 39.44 3.72 $ - |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2023 | |
Stock Incentive Plans [Abstract] | |
STOCK INCENTIVE PLANS | NOTE 9 - 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 December 31, 2023, the maximum number of shares of common stock that may be issued under the 2023 Plan is 212,853. 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 year ended December 31, 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 December 31, 2023, the unrecognized compensation cost related to non-vested stock options was $7 thousand. During the year ended December 31, 2023, 1,750 of the Company’s stock options were forfeited by participants 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 year ended December 31, 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 December 31, 2023, the unrecognized compensation cost related to non-vested stock options was $42 thousand. During the year ended December 31, 2023, 750 of the Company’s stock options were forfeited by participants under the 2017 SIP. During the year ended December 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 $1,331,870 to certain employees as inducement and incentive grants. During the year ended December 31, 2022, the Company also issued 778 shares of common stock that fully vested on September 30, 2022, with an aggregate fair value of $17,582 to certain non-employees in lieu of cash payment for services During the year ended December 31, 2022, a total of 1,106 stock options were granted to two Advisory Board members at strike prices ranging from $36.00 to $36.40 vesting over periods up to one year and a total aggregate fair value of $34,203. The Company issued 2,375 stock options (1,250 of which were forfeited) 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 and a total aggregate fair value of $54,233. In addition, 2,294 fully vested stock options were granted to five non-employee Board directors at an exercise price of $21.80. The aggregate fair value of the shares issued to the directors was $72,815. The Company issued 1,625 stock options (1,000 of which were forfeited) vesting over four years to employees with an exercise price of $15.20 for a total aggregate fair value of $25,462. In addition, 2,642 fully vested stock options were granted to four non-employee Board directors at an exercise price of $15.20. The aggregate fair value of the shares issued to the directors was $40,023. 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 year ended December 31, 2023, the Company did not issue stock options under the 2013 LTIP. During the year ended December 31, 2023, the Company had 1,250 stock options forfeited under the 2013 LTIP. As of December 31, 2023, the unrecognized compensation cost related to non-vested stock options was $0.3 million. During the year ended December 31, 2022, the Company issued 11,875 stock options (4,000 of which were forfeited) vesting over four years to employees with an exercise price of $67.20 and an option for 625 shares to a non-employee with a strike price of $44.00 and a total aggregate fair value of $743,310. In addition, 1,364 fully vested stock options were granted to six non-employee Board directors at an exercise price of $44.00. The aggregate fair value of the shares issued to the directors was $51,187. Stock-based Compensation Expense Total stock-based compensation expense during 2023 and 2022 pertaining to awards under the 2023 Plan, 2017 SIP and 2013 LTIP amounted to $1.6 million for both periods. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES For financial reporting purposes, income before income taxes includes the following components: Year Ended December 31, 2023 2022 Loss before income taxes: United States $ (14,860,458 ) $ (6,787,009 ) Foreign - - Loss before income taxes: $ (14,860,458 ) $ (6,787,009 ) The expense for income taxes consists of: Year Ended December 31, 2023 2022 Current income tax provision Federal $ - $ - State 10,253 13,859 Foreign - - 10,253 13,859 Deferred income tax Federal (106,387 ) 36,527 State (213,715 ) 87,570 Foreign - - (320,102 ) 124,097 Total income tax (benefit) provision $ (309,849 ) $ 137,956 Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: Year Ended December 31, 2023 2022 Provision at Federal statutory rate 21.00 % 21.00 % State income taxes 1.07 % (1.22 )% Other permanent tax adjustments (0.37 )% (0.59 )% Change in valuation allowance (18.93 )% (16.74 )% Shortfalls on Stock Based Compensation (0.68 )% (4.49 )% Prior period adjustments 0.00 % 0.02 % Benefit (provision) for income taxes 2.09 % (2.02 )% In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of all of the deferred tax assets and has therefore established a full valuation allowance. The valuation allowance increased by $3.5 million for the year ended December 31, 2023, compared to the increase of $3.1 million for the year ended December 31, 2022. The significant components of the Company’s deferred tax assets and liabilities are as follows: Year Ended December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 15,302,761 $ 13,716,239 Tax credits 205,028 205,028 Lease liabilities 33,397 54,558 Accruals and reserves 168,603 173,247 Capital loss carryforwards 2,678,907 2,678,907 Capitalized research costs 383,233 587,202 Taxable goodwill 1,140,134 - Intangible assets 523,899 508,057 Stock compensation 397,275 179,105 Federal effect of state taxes - 44,880 Fixed assets 17,451 - Other 849 4,533 Total deferred tax assets before valuation allowance: 20,851,537 18,151,756 Valuation allowance (20,819,919 ) (17,343,925 ) Deferred tax assets, net of valuation allowance 31,618 807,831 Deferred tax liabilities: Right-of-use assets (31,618 ) (52,485 ) Taxable goodwill - (790,527 ) Fixed assets - (284,921 ) Total deferred tax liabilities (31,618 ) (1,127,933 ) Net deferred tax liability $ - $ (320,102 ) The net deferred tax liability as of December 31, 2022 principally relates to our goodwill deferred tax liability, which has an indefinite reversal pattern. This deferred tax liability only partially serves as source of income for the realization of deferred tax assets with an indefinite loss carryforward period. As of December 31, 2023, the deferred tax liability was reduced to zero as a result of the write-off of the goodwill balance. As of December 31, 2023, the Company had US federal and state net operating loss (“NOLs”) carryovers of $59.0 million and $64.7 million respectively. Federal and state NOLs generated through December 31, 2017 are available to offset future taxable income, which expire beginning in 2032. Federal NOLs generated for years starting after December 31, 2017 are available to offset future taxable income indefinitely. State NOLs generated for years starting after December 31, 2017 that are available to offset future taxable income indefinitely vary by state. The Company has Federal Capital loss carryovers of $11.8 million at December 31, 2023, which expire in 2024. The Company also has state Capital loss carryovers of $0.2 million at December 31, 2023, which begin to expire in 2024, and have no carryback period. In addition, the Company had tax credit carryforwards of $0.2 million at December 31, 2023, that will be available to reduce future tax liabilities. The tax credit carryforwards will begin to expire beginning in 2032. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change of control. The Company has not determined whether a change of control has occurred as of December 31, 2023 with respect to the LogicMark NOLs and therefore no limitation under Section 382 has been computed. Management will review for such limitations before any of the LogicMark NOLs are utilized against future taxable income. The Company has no material uncertain tax positions for any of the reporting periods presented. No interest or penalty expense was recorded during the year or has been accrued as of December 31, 2023 or 2022. The Company does not expect any material changes to any uncertain tax positions in the next twelve months. The Company has filed all of its tax returns for all prior periods through December 31, 2022, and intends to timely file the income tax returns for the period ending December 31, 2023. The Company is subject to taxation in the United States and various states. As of December 31, 2023, the Company is not under examination by any taxing authority, however, all of the Company’s U.S. and state income tax returns remain open to examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - 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. 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 is for a fulfillment center, with a lease term of 5 years expiring in August 2025. 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 sheet as of December 31, 2023. 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 year ended December 31, 2023, total operating lease Year Ending December 31, 2024 $ 80,000 2025 54,400 Total future minimum lease payments $ 134,400 Less imputed interest (14,238 ) Total present value of future minimum lease payments $ 120,162 As of December 31, 2023 Operating lease right-of-use assets $ 113,761 Other accrued expenses $ 68,321 Other long-term liabilities 51,841 $ 120,162 As of December 31, 2023 Weighted Average Remaining Lease Term 1.67 Weighted Average Discount Rate 13.00 % |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (14,550,609) | $ (6,924,965) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS | USE OF ESTIMATES IN THE 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 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 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. As of December 31, 2023, the Company had cash equivalents of $4.7 million and $6.6 million in cash equivalents as of December 31, 2022. |
RESTRICTED CASH | RESTRICTED CASH Restricted cash included amounts held as collateral for company credit cards. During the year ended December 31, 2023, the Company closed the company credit card. Restricted cash included in Cash, Cash Equivalents and Restricted Cash, as presented on the Statements of Cash Flows, amounted to $60 thousand as of 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 VHA. 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 VHA, 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. During the year ended December 31, 2023, the Company released new offerings by leasing hardware coupled with monthly subscription services. We account for the revenue from its lease contracts by utilizing the single component accounting policy. This policy requires the Company to account for, by class of underlying asset, the lease component and nonlease component(s) associated with each lease as a single component if two criteria are met: (1) the timing and pattern of the lease component and the nonlease component are the same and (2) the lease component would be classified as an operating lease, if accounted for separately. The Company has determined that its leased hardware meets the criteria to be operating leases and has the same timing and pattern of transfer as its monthly subscription services. The Company has elected the lessor practical expedient within ASC 842, Leases Revenue Recognition from Contracts with Customers |
SALES TO DISTRIBUTORS AND RETAILERS | SALES TO DISTRIBUTORS AND RESELLERS 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 December 31, 2023, and 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 $0.3 million and $0.6 million, respectively, for the years ended December 31, 2023, and 2022. |
ACCOUNTS RECEIVABLE - NET | ACCOUNTS RECEIVABLE - NET For the years ended December 31, 2023, and 2022, the Company’s revenues were primarily the result of shipments to VHA hospitals and clinics, which are made in most cases on a prepaid basis. The Company also sells its products to distributors and resellers, typically providing customers with modest trade credit terms. Sales made to distributors and resellers 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 credit losses, as necessary whenever events or circumstances indicate the carrying value may not be recoverable. As of December 31, 2023, and 2022, the allowance for credit losses 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 December 31, 2023, inventory was comprised of $1.2 million in finished goods on hand. As of December 31, 2022, inventory consisted 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 December 31, 2023, and 2022, $0.3 million and $10 thousand, respectively, of prepayments made for inventory 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 tooling 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), comparisons to other similar companies (market approach), and an adjusted balance sheet approach. As part of the annual evaluation of goodwill in 2023, the Company determined that it is more likely than not that the carrying value of goodwill exceeded its fair value, and therefore an impairment write-down was required. During the year ended December 31, 2023, the Company wrote down the carrying value of goodwill by $7.8 million. See Note 5. |
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 balance sheet as of December 31, 2023, and 2022. As of December 31, 2023, the other intangible assets are comprised of patents of $1.3 million; trademarks of $0.8 million; and customer relationships of $0.8 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 years ended December 31, 2023, and 2022, the Company had an amortization expense of $0.8 million for both years. Amortization expense estimated for fiscal years 2024 and 2025 is expected to be approximately $0.8 million per year, $0.6 million for fiscal year 2026, $0.3 million for fiscal year 2027, $63 thousand for fiscal year 2028 and approximately $0.5 million thereafter. |
INCOME TAXES | INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. Income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company will classify as income tax expense any interest and penalties. The Company has no material uncertain tax positions for any of the reporting periods presented. Generally, the tax authorities may examine tax returns for three years from the date of filing. The Company has filed all its tax returns for all prior periods through December 31, 2022. |
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 59,228 shares of common stock and warrants to purchase 9,531,242 shares of common stock as of December 31, 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 26,250 shares of common stock and warrants to purchase 214,769 shares of common stock as of December 31, 2022, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Net loss attributable to Common Stockholders per share as of December 31, 2023, was impacted by the payment of dividends for Series C Redeemable Preferred Stock of $0.3 million and a deemed dividend of $0.9 million resulting from the modification of certain warrant terms. Net loss attributable to Common Stockholders per share as of December 31, 2022 was impacted by the payment of dividends for Series C Redeemable Preferred Stock of $0.3 million. Refer to Note 8. |
RESEARCH AND DEVELOPMENT AND PRODUCT AND SOFTWARE DEVELOPMENT COSTS | RESEARCH AND DEVELOPMENT AND PRODUCT AND SOFTWARE 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 year ended December 31, 2023, the Company capitalized $0.7 million of such product development costs and $1.0 million of such software development costs. For the year ended December 31, 2022, the Company capitalized $0.7 million and $0.4 million of such product and software development costs, respectively. Amortization of these costs is on a straight-line basis over three years and amounted to approximately $53.8 thousand and $23.4 thousand for product development and software development, respectively, for the year ended December 31, 2023. Amortization for the year ended December 31, 2022 was $15 thousand for product development costs. Cumulatively, as of December 31, 2023 and 2022, approximately $1.0 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. As of December 31, 2023, a total of $0.3 million of expenditures to the Company considered to be a related party were included in accounts payable and accrued expenses. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The new standard also requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 was effective for SEC filers qualifying as small reporting companies, for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the Company adopted ASU 2016-13, which resulted in no effects on the Company’s financial position, results of operations, or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, December 31, 2023 2022 Salaries, payroll taxes and vacation $ 167,930 $ 114,030 Merchant card fees 14,983 15,062 Professional fees 83,532 25,000 Management incentives 503,800 519,800 Lease liability 68,321 69,402 Development costs 109,000 - Dividends – Series C and F Preferred Stock - 48,389 Inventory in transit - 812,970 Other 203,632 135,837 Totals $ 1,151,198 $ 1,740,490 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2023 and 2022: Number of Weighted Average Exercise Price Weighted Average Remaining Life In Years Aggregate Outstanding and Exercisable at December 31, 2022 4,295,380 $ 120.39 3.60 $ - Outstanding and Exercisable at January 1, 2023 4,295,380 $ 120.39 3.60 $ - Issued - January 2023 Offering 14,840,198 2.52 4.07 - Issued prefunded warrants 3,440,000 0.00 - - Issued - November 2023 Warrant Inducement 1,462,790 2.00 4.70 Exercise of prefunded warrants (3,440,000 ) 0.00 - - Exercise of warrants - January 2023 Offering (859,770 ) 2.52 - - Exercise of warrants - November 2023 Warrant Inducement (10,021,040 ) 2.00 - Expiration of warrants (186,316 ) 459.49 - - Outstanding and Exercisable at December 31, 2023 9,531,242 $ 39.44 3.72 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income Before Income Taxes | For financial reporting purposes, income before income taxes includes the following components: Year Ended December 31, 2023 2022 Loss before income taxes: United States $ (14,860,458 ) $ (6,787,009 ) Foreign - - Loss before income taxes: $ (14,860,458 ) $ (6,787,009 ) |
Schedule of Expense for Income Taxes | The expense for income taxes consists of: Year Ended December 31, 2023 2022 Current income tax provision Federal $ - $ - State 10,253 13,859 Foreign - - 10,253 13,859 Deferred income tax Federal (106,387 ) 36,527 State (213,715 ) 87,570 Foreign - - (320,102 ) 124,097 Total income tax (benefit) provision $ (309,849 ) $ 137,956 |
Schedule of Effective Tax Rate on Income from Continuing Operations | Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: Year Ended December 31, 2023 2022 Provision at Federal statutory rate 21.00 % 21.00 % State income taxes 1.07 % (1.22 )% Other permanent tax adjustments (0.37 )% (0.59 )% Change in valuation allowance (18.93 )% (16.74 )% Shortfalls on Stock Based Compensation (0.68 )% (4.49 )% Prior period adjustments 0.00 % 0.02 % Benefit (provision) for income taxes 2.09 % (2.02 )% |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities are as follows: Year Ended December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 15,302,761 $ 13,716,239 Tax credits 205,028 205,028 Lease liabilities 33,397 54,558 Accruals and reserves 168,603 173,247 Capital loss carryforwards 2,678,907 2,678,907 Capitalized research costs 383,233 587,202 Taxable goodwill 1,140,134 - Intangible assets 523,899 508,057 Stock compensation 397,275 179,105 Federal effect of state taxes - 44,880 Fixed assets 17,451 - Other 849 4,533 Total deferred tax assets before valuation allowance: 20,851,537 18,151,756 Valuation allowance (20,819,919 ) (17,343,925 ) Deferred tax assets, net of valuation allowance 31,618 807,831 Deferred tax liabilities: Right-of-use assets (31,618 ) (52,485 ) Taxable goodwill - (790,527 ) Fixed assets - (284,921 ) Total deferred tax liabilities (31,618 ) (1,127,933 ) Net deferred tax liability $ - $ (320,102 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Minimum Lease Payments | 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, Year Ending December 31, 2024 $ 80,000 2025 54,400 Total future minimum lease payments $ 134,400 Less imputed interest (14,238 ) Total present value of future minimum lease payments $ 120,162 |
Schedule of Lease Expense | As of December 31, 2023 Operating lease right-of-use assets $ 113,761 Other accrued expenses $ 68,321 Other long-term liabilities 51,841 $ 120,162 As of December 31, 2023 Weighted Average Remaining Lease Term 1.67 Weighted Average Discount Rate 13.00 % |
Liquidity and Management Plans
Liquidity and Management Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Liquidity and Management Plans (Details) [Line Items] | ||
Operating loss | $ (15,328,467) | $ (6,906,492) |
Net loss | (14,550,609) | (6,924,965) |
Cash and cash equivalents | 6,398,164 | 6,977,114 |
Working capital | 6,000,000 | $ 7,100,000 |
Liquidity Management Plans [Member] | ||
Liquidity and Management Plans (Details) [Line Items] | ||
Net loss | $ (14,600,000) |
Basis of Presentation (Details)
Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation [Abstract] | |
Reverse stock split, description | the 1-for-20 reverse stock split that occurred on April 21, 2023. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 4,700,000 | $ 6,600,000 |
Restricted cash | 59,988 | |
Cost of goods sold | 3,269,967 | 4,685,639 |
Inventory finished goods | 1,200,000 | 600,000 |
Inventory in-transit from vendors | 1,200,000 | |
Prepaid expenses and other current assets | 300,000 | 10,000 |
Goodwill, Impairment Loss | 7,815,000 | |
Amortization expense | 800,000 | $ 800,000 |
Amortization expense estimated | $ 500,000 | |
Stock options purchase (in Shares) | 59,228 | 26,250 |
Development cost | $ 700,000 | $ 700,000 |
Software development costs | 1,000,000 | 400,000 |
Product development amortization | 68,801 | 15,029 |
Software development amortization | 23,354 | 0 |
Capitalized product and software development costs | 1,000,000 | $ 300,000 |
Accounts payable and accrued expenses | 300,000 | |
2025 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Amortization expense estimated | 800,000 | |
2024 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Amortization expense estimated | 800,000 | |
2026 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Amortization expense estimated | 600,000 | |
2027 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Amortization expense estimated | 300,000 | |
2028 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Amortization expense | $ 63,000 | |
Warrant [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Purchase of warrant shares (in Shares) | 9,531,242 | 214,769 |
Series C Redeemable Preferred Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Payment of dividends | $ 300,000 | $ 900,000 |
Redeemable preferred stock | 300,000 | |
Shipping and Handling [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Cost of goods sold | 300,000 | 600,000 |
Product development costs [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Product development amortization | 53,800 | |
Amortization | 15,000 | |
Software Development [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Software development amortization | 23,400 | |
Logic Mark [Member] | Patents [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Intangible assets of patents | $ 1,300,000 | 1,700,000 |
Other intangible assets, estimated useful lives | 11 years | |
Logic Mark [Member] | Trademarks [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Intangible assets trademarks | $ 800,000 | 900,000 |
Other intangible assets, estimated useful lives | 20 years | |
Logic Mark [Member] | Customer Relationships [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Intangible assets customer relationships | $ 800,000 | $ 1,200,000 |
Other intangible assets, estimated useful lives | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment | Dec. 31, 2023 |
Equipment [Member] | |
Schedule of Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures [Member | Minimum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and fixtures [Member | Maximum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Website and other [Member] | |
Schedule of Property and Equipment [Line Items] | |
Estimated useful life | 3 years |
Goodwill Impairment (Details)
Goodwill Impairment (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill Impairment [Abstract] | |
Fair value market percentage | 70% |
Goodwill fair value percentage | 20% |
Weighted percentage | 10% |
Goodwill impairment charge (in Dollars) | $ 7.8 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses [Abstract] | ||
Salaries, payroll taxes and vacation | $ 167,930 | $ 114,030 |
Merchant card fees | 14,983 | 15,062 |
Professional fees | 83,532 | 25,000 |
Management incentives | 503,800 | 519,800 |
Lease liability | 68,321 | 69,402 |
Development costs | 109,000 | |
Dividends – Series C and F Preferred Stock | 48,389 | |
Inventory in transit | 812,970 | |
Other | 203,632 | 135,837 |
Totals | $ 1,151,198 | $ 1,740,490 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 21, 2023 | Apr. 21, 2023 | Jan. 25, 2023 | May 31, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity [Line Items] | ||||||
Warrant price (in Dollars per share) | $ 2 | |||||
Percentage of exercise warrants | 200% | |||||
Warrants to purchase | 80,732 | 3,440,000 | ||||
Warrant exercise price (in Dollars per share) | $ 0.02 | |||||
Modification of terms (in Dollars) | $ 900,000 | |||||
Share conversion par value (in Dollars per share) | $ 0.0001 | |||||
Reverse split, description | the 1-for-20 reverse stock split that occurred on April 21, 2023. | |||||
Reverse stock split issued | 40,228 | |||||
Pre-funded units | 3,440,000 | |||||
Aggregate shares | 258,000 | |||||
Common stock, par value (in Dollars per share) | $ 2.52 | $ 0.0001 | $ 0.0001 | |||
Additional warrants | 815,198 | |||||
Shares of common stock | 61,140 | |||||
Gross proceeds (in Dollars) | $ 5,200,000 | |||||
Percentage of underwriting discounts and commissions | 7% | |||||
Percentage of gross proceeds | 3.50% | |||||
Preferred stock dividends (in Dollars) | $ 28,456 | |||||
Series C Preferred Stock [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Share conversion par value (in Dollars per share) | $ 0.0001 | |||||
Common stock converted | 1 | |||||
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 Preferred Stock [Member] | Maximum [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Redeemable preferred stock | 200 | |||||
Series C Preferred Stock [Member] | Minimum [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Redeemable preferred stock | 10 | |||||
Series F Convertible Preferred Stock [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Share conversion par value (in Dollars per share) | $ 0.0001 | |||||
Common stock converted | 1 | |||||
Convertible Common Stock [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Share conversion par value (in Dollars per share) | $ 0.0001 | |||||
Series C Redeemable Preferred Stock [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Reverse split, description | the Company effected a 1-for-20 reverse split of its outstanding | |||||
Redeemable preferred stock | 1,220,308 | |||||
Cumulative dividends rate | 15% | |||||
Preferred stock dividends (in Dollars) | $ 0.3 | $ 0.3 | ||||
Warrant [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Purchase of warrants | 909,059 | |||||
Warrant price (in Dollars per share) | $ 2 | |||||
Warrant shares | 1,382,058 | |||||
Series A Warrant [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Warrant exercise price (in Dollars per share) | $ 2 | |||||
Series B Warrants [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Percentage of exercise warrants | 200% | |||||
Exercise price (in Dollars per share) | $ 2 | |||||
Series A-1 Warrants [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Percentage of exercise warrants | 50% | |||||
Series A-2 Warrants [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Percentage of exercise warrants | 50% | |||||
Series B-1 Warrants [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Percentage of exercise warrants | 50% | |||||
Series B-2 Warrants [Member] | ||||||
Stockholders’ Equity [Line Items] | ||||||
Percentage of exercise warrants | 50% | |||||
January 2023 Offering [Member] | ||||||
Stockholders’ Equity [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 (Details)
Stockholders’ Equity (Details) - Schedule of Warrants Outstanding and Exercisable - Warrant [Member] - USD ($) | 12 Months Ended | ||
Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Schedule of Warrants Outstanding and Exercisable [Line Items] | |||
Number of Warrants, Outstanding and Exercisable at ending | 4,295,380 | 4,295,380 | 9,531,242 |
Weighted Average Exercise Price, Outstanding and Exercisable at ending | $ 120.39 | $ 120.39 | $ 39.44 |
Weighted Average Remaining Life In Years, Outstanding and Exercisable at ending | 3 years 7 months 6 days | 3 years 7 months 6 days | 3 years 8 months 19 days |
Aggregate Intrinsic Value, Outstanding and Exercisable at ending | |||
Number of Warrants, Exercise of prefunded warrants | (3,440,000) | ||
Weighted Average Exercise Price, Exercise of prefunded warrants | $ 0 | ||
Weighted Average Remaining Life In Years, Exercise of prefunded warrants | |||
Aggregate Intrinsic Value,Exercise of prefunded warrants | |||
Number of Warrants, Expiration of warrants | (186,316) | ||
Weighted Average Exercise Price, Expiration of warrants | $ 459.49 | ||
Weighted Average Remaining Life In Years, Expiration of warrants | |||
Aggregate Intrinsic Value, Expiration of warrants | |||
Number of Warrants, Issued prefunded warrants | 3,440,000 | ||
Weighted Average Exercise Price, Issued prefunded warrants | $ 0 | ||
Weighted Average Remaining Life In Years, Issued prefunded warrants | |||
Aggregate Intrinsic Value, Issued prefunded warrants | |||
January 2023 Offering [Member] | |||
Schedule of Warrants Outstanding and Exercisable [Line Items] | |||
Number of Warrants, Issued | 14,840,198 | ||
Weighted Average Exercise Price, Issued | $ 2.52 | ||
Weighted Average Remaining Life In Years, Issued | 4 years 25 days | ||
Aggregate Intrinsic Value, Issued | |||
Number of Warrants, Exercise of warrants | (859,770) | ||
Weighted Average Exercise Price, Exercise of warrants | $ 2.52 | ||
Weighted Average Remaining Life In Years, Exercise of warrants | |||
Aggregate Intrinsic Value, Exercise of warrants | |||
November 2023 Warrant Inducement [Member] | |||
Schedule of Warrants Outstanding and Exercisable [Line Items] | |||
Number of Warrants, Issued | 1,462,790 | ||
Weighted Average Exercise Price, Issued | $ 2 | ||
Weighted Average Remaining Life In Years, Issued | 4 years 8 months 12 days | ||
Number of Warrants, Exercise of warrants | (10,021,040) | ||
Weighted Average Exercise Price, Exercise of warrants | $ 2 | ||
Weighted Average Remaining Life In Years, Exercise of warrants |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) | 12 Months Ended | |||||
Mar. 07, 2023 | Sep. 30, 2022 | Aug. 24, 2017 | Jan. 04, 2013 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Incentive Plans [Line Items] | ||||||
Stock option forfeited | 750 | |||||
Aggregate fair value (in Dollars) | $ 147,506 | $ 374,389 | ||||
Stock-based compensation expense (in Dollars) | $ 1,600,000 | $ 1,600,000 | ||||
Stock Incentive Plans 2023 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Share issued | 68,723 | 212,853 | ||||
Common shares outstanding, percentage | 15% | |||||
Number of options vested | 3,125 | |||||
Stock options vesting term | 4 years | |||||
Exercise price (in Dollars per share) | $ 2.92 | |||||
Unrecognised compensation cost (in Dollars) | $ 7,000 | |||||
Stock options forfeited | 1,750 | |||||
Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Common shares outstanding, percentage | 10% | |||||
Number of options vested | 2,642 | |||||
Exercise price (in Dollars per share) | $ 15.2 | |||||
Aggregate fair value (in Dollars) | $ 40,023 | |||||
Unrecognised compensation cost (in Dollars) | $ 42,000 | |||||
Stock options issued | 1,625 | |||||
Forfeited shares | 1,000 | |||||
Option shares | 25,462 | |||||
Exercise price (in Dollars per share) | $ 15.2 | |||||
2013 Long-Term Stock Incentive Plan [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Number of options vested | 1,364 | |||||
Strike price (in Dollars per share) | $ 44 | |||||
Forfeited shares | 1,250 | |||||
Number of Employees, Total [Member] | 2013 Long-Term Stock Incentive Plan [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Stock options vesting term | 4 years | |||||
Exercise price (in Dollars per share) | $ 67.2 | |||||
Stock options issued | 11,875 | |||||
Forfeited shares | 4,000 | |||||
Number of shares option | 625 | |||||
Aggregate fair value (in Dollars) | $ 743,310 | |||||
Share-Based Payment Arrangement, Tranche One [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Common stock vesting period | 30 months | |||||
Share-Based Payment Arrangement, Tranche Two [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Common stock vesting period | 48 months | |||||
Equity Option [Member] | Stock Incentive Plans 2023 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Number of options vested | 2,000 | |||||
Stock options vesting term | 4 years | |||||
Exercise price (in Dollars per share) | $ 3.03 | |||||
Equity Option [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Number of options vested | 3,125 | |||||
Stock options vesting term | 4 years | |||||
Exercise price (in Dollars per share) | $ 3.8 | |||||
Aggregate fair value (in Dollars) | $ 11,000 | $ 54,233 | ||||
Equity Option [Member] | 2013 Long-Term Stock Incentive Plan [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Unrecognised compensation cost (in Dollars) | $ 300,000 | |||||
Common Stock [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Number of options vested | 21,517 | |||||
Aggregate fair value (in Dollars) | $ 1,331,870 | |||||
Stock options issued | 778 | |||||
Non-Employee Board of Directors [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Stock options vesting term | 4 years | |||||
Exercise price (in Dollars per share) | $ 21.8 | |||||
Aggregate fair value (in Dollars) | $ 72,815 | |||||
Non-Employee Board of Directors [Member] | Equity Option [Member] | Stock Incentive Plans 2023 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Number of options vested | 9,900 | |||||
Advisory Board [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Stock options vesting term | 4 years | |||||
Exercise price (in Dollars per share) | $ 21.8 | |||||
Strike price (in Dollars per share) | $ 21.8 | |||||
Number of cliff vesting options | 545 | |||||
Cliff vesting rate | 100% | |||||
Advisory Board [Member] | Minimum [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Strike price (in Dollars per share) | $ 36 | |||||
Advisory Board [Member] | Maximum [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Strike price (in Dollars per share) | $ 36.4 | |||||
Advisory Board [Member] | Equity Option [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Aggregate fair value (in Dollars) | $ 34,203 | |||||
Number of options granted | 1,106 | |||||
Shares issued to stock options | 2,375 | |||||
Non-Employee Board of Directors [Member] | Stock Incentive Plans 2023 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Number of options vested | 10,275 | |||||
Exercise of strike price (in Dollars per share) | $ 2.92 | |||||
Aggregate fair value (in Dollars) | $ 46,000 | |||||
Non-Employee Board of Directors [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Number of options vested | 10,528 | 2,294 | ||||
Exercise price (in Dollars per share) | $ 3.8 | |||||
Aggregate fair value (in Dollars) | $ 17,582 | $ 35,000 | ||||
Non-Employee Board of Directors [Member] | 2013 Long-Term Stock Incentive Plan [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Common shares outstanding, percentage | 10% | |||||
Exercise price (in Dollars per share) | $ 44 | |||||
Aggregate fair value (in Dollars) | $ 51,187 | |||||
Non-Employee Board of Directors [Member] | Equity Option [Member] | Stock Incentive Plans 2023 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Exercise of strike price (in Dollars per share) | $ 3.03 | |||||
Non-Employee Board of Directors [Member] | Advisory Board [Member] | Stock Incentive Plan 2017 [Member] | ||||||
Stock Incentive Plans [Line Items] | ||||||
Forfeited shares | 1,250 | |||||
Option shares | 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
Valuation allowance increased | $ 3,500,000 | $ 3,100,000 |
Write-off amount | 0 | |
Tax credit carryforward | 200,000 | |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss | 59,000,000 | |
Capital loss carryovers | 11,800,000 | |
State [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss | 64,700,000 | |
Capital loss carryovers | $ 200,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Before Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss before income taxes: | ||
United States | $ (14,860,458) | $ (6,787,009) |
Foreign | ||
Loss before income taxes: | $ (14,860,458) | $ (6,787,009) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Expense for Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Expense for Income Taxes [Abstract] | ||
Federal | ||
State | 10,253 | 13,859 |
Foreign | ||
Current income tax provision | 10,253 | 13,859 |
Federal | (106,387) | 36,527 |
State | (213,715) | 87,570 |
Foreign | ||
Deferred income tax | (320,102) | 124,097 |
Total income tax (benefit) provision | $ (309,849) | $ 137,956 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Effective Tax Rate on Income from Continuing Operations | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Effective Tax Rate on Income from Continuing Operations [Abstract] | ||
Provision at Federal statutory rate | 21% | 21% |
State income taxes | 1.07% | (1.22%) |
Other permanent tax adjustments | (0.37%) | (0.59%) |
Change in valuation allowance | (18.93%) | (16.74%) |
Shortfalls on Stock Based Compensation | (0.68%) | (4.49%) |
Prior period adjustments | 0% | 0.02% |
Benefit (provision) for income taxes | 2.09% | (2.02%) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carryforward | $ 15,302,761 | $ 13,716,239 |
Tax credits | 205,028 | 205,028 |
Lease liabilities | 33,397 | 54,558 |
Accruals and reserves | 168,603 | 173,247 |
Capital loss carryforwards | 2,678,907 | 2,678,907 |
Capitalized research costs | 383,233 | 587,202 |
Taxable goodwill | 1,140,134 | |
Intangible assets | 523,899 | 508,057 |
Stock compensation | 397,275 | 179,105 |
Federal effect of state taxes | 44,880 | |
Fixed assets | 17,451 | |
Other | 849 | 4,533 |
Total deferred tax assets before valuation allowance: | 20,851,537 | 18,151,756 |
Valuation allowance | (20,819,919) | (17,343,925) |
Deferred tax assets, net of valuation allowance | 31,618 | 807,831 |
Right-of-use assets | (31,618) | (52,485) |
Taxable goodwill | (790,527) | |
Fixed assets | (284,921) | |
Total deferred tax liabilities | (31,618) | (1,127,933) |
Net deferred tax liability | $ (320,102) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | ||
Real estate lease term, description | The Company’s real estate lease is for a fulfillment center, with a lease term of 5 years expiring in August 2025. | |
Lease agreement amount | $ 300,000 | |
Monthly rent | $ 6,400 | |
Increasing annual rent, percentage | 3% | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total present value of future minimum lease payments | |
Operating lease cost | $ 78,500 | |
Louisville, Kentucky [Member] | ||
Commitments and Contingencies [Line Items] | ||
Monthly rent | $ 6,600 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments | Dec. 31, 2023 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
2024 | $ 80,000 |
2025 | 54,400 |
Total future minimum lease payments | 134,400 |
Less imputed interest | (14,238) |
Total present value of future minimum lease payments | $ 120,162 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Lease Expense - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Lease Expense [Abstract] | ||
Operating lease right-of-use assets | $ 113,761 | $ 182,363 |
Other accrued expenses | 68,321 | |
Other long-term liabilities | 51,841 | |
Total | $ 120,162 | |
Weighted Average Remaining Lease Term | 1 year 8 months 1 day | |
Weighted Average Discount Rate | 13% |