Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 12, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
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 $0.0001 per share | |
Trading Symbol | LGMK | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 6,065,383 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 2,959,815 | $ 6,398,164 |
Accounts receivable, net | 11,918 | 13,647 |
Inventory | 678,537 | 1,177,456 |
Prepaid expenses and other current assets | 773,894 | 460,177 |
Total Current Assets | 4,424,164 | 8,049,444 |
Property and equipment, net | 161,501 | 203,333 |
Right-of-use assets, net | 82,298 | 113,761 |
Product development costs, net of amortization of $216,151 and $68,801, respectively | 1,368,120 | 1,269,021 |
Software development costs, net of amortization of $161,775 and $23,354, respectively | 1,637,875 | 1,299,901 |
Goodwill | 3,143,662 | 3,143,662 |
Other intangible assets, net of amortization of $6,047,407 and $5,666,509, respectively | 2,557,160 | 2,938,058 |
Total Assets | 13,374,780 | 17,017,180 |
Current Liabilities | ||
Accounts payable | 796,815 | 901,624 |
Accrued expenses | 767,717 | 1,151,198 |
Deferred revenue | 25,069 | |
Total Current Liabilities | 1,589,601 | 2,052,822 |
Other long-term liabilities | 13,382 | 51,842 |
Total Liabilities | 1,602,983 | 2,104,664 |
Commitments and Contingencies (Note 8) | ||
Stockholders’ Equity | ||
Preferred stock | ||
Common stock, par value $0.0001 per share: 100,000,000 shares authorized; 2,193,587 and 2,150,412 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 220 | 216 |
Additional paid-in capital | 113,589,568 | 112,946,891 |
Accumulated deficit | (103,944,291) | (100,160,891) |
Total Stockholders’ Equity | 9,964,497 | 13,105,216 |
Total Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity | 13,374,780 | 17,017,180 |
Series C Redeemable Preferred Stock | ||
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 June 30, 2024 and December 31, 2023, respectively | 1,807,300 | 1,807,300 |
Series F Preferred Stock | ||
Stockholders’ Equity | ||
Preferred stock | $ 319,000 | $ 319,000 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Product development costs, net of amortization (in Dollars) | $ 216,151 | $ 68,801 |
Software development costs, net of amortization (in Dollars) | 161,775 | 23,354 |
Other intangible assets, net of amortization (in Dollars) | $ 6,047,407 | $ 5,666,509 |
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 | 2,193,587 | 2,150,412 |
Common stock, shares outstanding | 2,193,587 | 2,150,412 |
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 |
Preferred stock, 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 | 106,333 |
Preferred stock, shares outstanding | 106,333 | 106,333 |
Preferred stock, aggregate liquidation preference (in Dollars) | $ 319,000 | $ 319,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,336,268 | $ 2,326,995 | $ 4,947,351 | $ 5,136,713 |
Costs of goods sold | 781,318 | 727,276 | 1,625,183 | 1,674,445 |
Gross Profit | 1,554,950 | 1,599,719 | 3,322,168 | 3,462,268 |
Operating Expenses | ||||
Direct operating cost | 320,660 | 312,426 | 651,580 | 575,228 |
Advertising costs | 135,220 | 85,277 | 287,433 | 133,393 |
Selling and marketing | 605,493 | 517,931 | 1,193,031 | 983,466 |
Research and development | 133,556 | 250,266 | 307,458 | 564,154 |
General and administrative | 1,982,997 | 2,443,860 | 3,881,960 | 4,857,619 |
Other expense | 69,932 | 50,646 | 153,758 | 78,964 |
Depreciation and amortization | 377,974 | 215,703 | 723,525 | 431,701 |
Total Operating Expenses | 3,625,832 | 3,876,109 | 7,198,745 | 7,624,525 |
Operating Loss | (2,070,882) | (2,276,390) | (3,876,577) | (4,162,257) |
Other Income | ||||
Interest income | 32,025 | 8,510 | 93,177 | 60,938 |
Total Other Income | 32,025 | 8,510 | 93,177 | 60,938 |
Loss before Income Taxes | (2,038,857) | (2,267,880) | (3,783,400) | (4,101,319) |
Income tax expense | ||||
Net Loss | (2,038,857) | (2,267,880) | (3,783,400) | (4,101,319) |
Preferred stock dividends | (75,000) | (75,000) | (150,000) | (150,000) |
Net Loss Attributable to Common Stockholders | $ (2,113,857) | $ (2,342,880) | $ (3,933,400) | $ (4,251,319) |
Net Loss Attributable to Common Stockholders Per Share - Basic (in Dollars per share) | $ (0.96) | $ (1.83) | $ (1.81) | $ (3.73) |
Weighted Average Number of Common Shares Outstanding - Basic (in Shares) | 2,190,716 | 1,282,794 | 2,170,564 | 1,139,437 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net Loss Attributable to Common Stockholders Per Share - Diluted | $ (0.96) | $ (1.83) | $ (1.81) | $ (3.73) |
Weighted Average Number of Common Shares Outstanding - Diluted | 2,190,716 | 1,282,794 | 2,170,564 | 1,139,437 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
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 | 792,300 | 792,300 | |||
Shares issued as stock based compensation | $ 1 | 2,202 | 2,203 | ||
Shares issued as stock based compensation (in Shares) | 5,000 | ||||
Sale of common stock, pre-funded warrants and warrants pursuant to a registration statement on Form S-1 | $ 70 | 5,211,358 | 5,211,428 | ||
Sale of common stock, pre-funded warrants and warrants pursuant to a registration statement on Form S-1 (in Shares) | 701,250 | ||||
Fees incurred in connection with equity offerings | (816,017) | (816,017) | |||
Fractional shares issued in the 1-for-20 stock split | $ 4 | (4) | |||
Fractional shares issued in the 1-for-20 stock split (in Shares) | 40,228 | ||||
Warrants exercised for common stock | $ 6 | 162,488 | 162,494 | ||
Warrants exercised for common stock (in Shares) | 64,481 | ||||
Series F Preferred stock converted to common stock | $ (201,000) | $ 3 | 200,997 | ||
Series F Preferred stock converted to common stock (in Shares) | (67,000) | 27,089 | |||
Common stock issued as Series F Preferred stock dividends | $ 1 | 48,388 | 48,389 | ||
Common stock issued as Series F Preferred stock dividends (in Shares) | 6,522 | ||||
Series C Preferred stock dividends | (150,000) | (150,000) | |||
Net loss | (4,101,319) | (4,101,319) | |||
Balance at Jun. 30, 2023 | $ 319,000 | $ 133 | 111,521,965 | (89,711,601) | 22,129,497 |
Balance (in Shares) at Jun. 30, 2023 | 106,333 | 1,325,017 | |||
Balance at Mar. 31, 2023 | $ 319,000 | $ 123 | 111,079,795 | (87,443,721) | 23,955,197 |
Balance (in Shares) at Mar. 31, 2023 | 106,333 | 1,220,308 | |||
Stock based compensation expense | 365,458 | 365,458 | |||
Fees incurred in connection with equity offerings | (10,772) | (10,772) | |||
Fractional shares issued in the 1-for-20 stock split | $ 4 | (4) | |||
Fractional shares issued in the 1-for-20 stock split (in Shares) | 40,228 | ||||
Warrants exercised for common stock | $ 6 | 162,488 | 162,494 | ||
Warrants exercised for common stock (in Shares) | 64,481 | ||||
Series C Preferred stock dividends | (75,000) | (75,000) | |||
Net loss | (2,267,880) | (2,267,880) | |||
Balance at Jun. 30, 2023 | $ 319,000 | $ 133 | 111,521,965 | (89,711,601) | 22,129,497 |
Balance (in Shares) at Jun. 30, 2023 | 106,333 | 1,325,017 | |||
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 | |||
Stock based compensation expense | 826,198 | 826,198 | |||
Shares issued as stock based compensation | $ 4 | 2,884 | 2,888 | ||
Shares issued as stock based compensation (in Shares) | 46,200 | ||||
Common stock withheld to pay taxes | (4,235) | (4,235) | |||
Common stock withheld to pay taxes (in Shares) | (3,025) | ||||
Fees incurred in connection with equity offerings | (32,170) | (32,170) | |||
Series C Preferred stock dividends | (150,000) | (150,000) | |||
Net loss | (3,783,400) | (3,783,400) | |||
Balance at Jun. 30, 2024 | $ 319,000 | $ 220 | 113,589,568 | (103,944,291) | 9,964,497 |
Balance (in Shares) at Jun. 30, 2024 | 106,333 | 2,193,587 | |||
Balance at Mar. 31, 2024 | $ 319,000 | $ 216 | 113,257,840 | (101,905,434) | 11,671,622 |
Balance (in Shares) at Mar. 31, 2024 | 106,333 | 2,150,412 | |||
Stock based compensation expense | 408,512 | 408,512 | |||
Shares issued as stock based compensation | $ 4 | 2,884 | 2,888 | ||
Shares issued as stock based compensation (in Shares) | 46,200 | ||||
Common stock withheld to pay taxes | (4,235) | (4,235) | |||
Common stock withheld to pay taxes (in Shares) | (3,025) | ||||
Fees incurred in connection with equity offerings | (433) | (433) | |||
Series C Preferred stock dividends | (75,000) | (75,000) | |||
Net loss | (2,038,857) | (2,038,857) | |||
Balance at Jun. 30, 2024 | $ 319,000 | $ 220 | $ 113,589,568 | $ (103,944,291) | $ 9,964,497 |
Balance (in Shares) at Jun. 30, 2024 | 106,333 | 2,193,587 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (3,783,400) | $ (4,101,319) |
Depreciation | 56,859 | 50,803 |
Stock based compensation | 829,086 | 794,503 |
Amortization of intangible assets | 380,898 | 380,898 |
Amortization of product development costs | 147,350 | |
Amortization of software development costs | 138,421 | |
Loss on disposal of fixed assets | 1,654 | |
Deferred Revenue | 25,069 | |
Accounts receivable | 1,729 | 386,186 |
Inventory | 498,919 | 757,992 |
Prepaid expenses and other current assets | (94,097) | (251,173) |
Accounts payable | (281,725) | (372,865) |
Accrued expenses | (539,366) | (840,937) |
Net Cash Used in Operating Activities | (2,618,603) | (3,195,912) |
Cash flows from Investing Activities | ||
Purchase of equipment and website development | (16,678) | (48,697) |
Product development costs | (165,416) | (400,630) |
Software development costs | (384,739) | (90,050) |
Net Cash Used in Investing Activities | (566,833) | (539,377) |
Cash flows from Financing Activities | ||
Proceeds from the sale of common stock and warrants | 5,211,428 | |
Fees paid in connection with equity offerings | (98,678) | (816,017) |
Common stock withheld to pay taxes | (4,235) | |
Warrants exercised for common stock | 162,494 | |
Series C redeemable preferred stock dividends | (150,000) | (150,000) |
Net Cash (Used in) Provided by Financing Activities | (252,913) | 4,407,905 |
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | (3,438,349) | 672,616 |
Cash, Cash Equivalents and Restricted Cash - Beginning of Period | 6,398,164 | 7,037,102 |
Cash, Cash Equivalents and Restricted Cash - End of Period | 2,959,815 | 7,709,718 |
Non-cash investing and financing activities: | ||
Conversion of Series F preferred stock to common stock | 201,000 | |
Common stock issued to settle Series F preferred stock dividends | 48,389 | |
Fees in connection with deferred offering costs included in accounts payable and accrued expenses | 153,113 | |
Product development costs included in accounts payable and accrued expenses | 81,033 | 130,027 |
Software development costs included in accounts payable and accrued expenses | $ 91,656 | $ 16,478 |
Organization And Principal Busi
Organization And Principal Business Activities | 6 Months Ended |
Jun. 30, 2024 | |
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 as well as other personal safety devices are sold direct-to-consumer through the Company’s eCommerce website and Amazon.com, through dealers and distributors, as well as directly to the United States Veterans Health Administration (“VHA”). |
Liquidity and Management Plans
Liquidity and Management Plans | 6 Months Ended |
Jun. 30, 2024 | |
Liquidity and Management Plans [Abstract] | |
LIQUIDITY AND MANAGEMENT PLANS | NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS The Company generated an operating loss of $3.9 million and a net loss of $3.8 million for the six months ended June 30, 2024. As of June 30, 2024, the Company had cash and cash equivalents of $3.0 million. As of June 30, 2024, the Company had working capital of $2.8 million and accumulated deficit of $103.9 million, compared to working capital and accumulated deficit as of December 31, 2023 of $6.0 million and $100.2 million, respectively. Given the Company’s cash position as of June 30, 2024, 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. As further described in Note 9, Subsequent Event, on August 5, 2024, the Company closed a firm commitment public offering that resulted in gross proceeds to the Company of approximately $4.5 million. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 3 - BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, the information herein reflects all adjustments, consisting only of normal recurring adjustments, except as otherwise noted, considered necessary for a fair statement of results of operations, financial position, stockholders’ equity, and cash flows. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 which was filed with the SEC on April 16, 2024. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions, including those related to the fair value of acquired assets and liabilities, stock based compensation, income taxes, allowance for doubtful accounts, long-lived assets, and inventories, and other matters that affect the condensed financial statements and disclosures. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. Due to their short-term nature, cash equivalents are carried at cost, which approximates fair value. The Company had cash equivalents of $1.7 million and $4.7 million as of June 30, 2024 and December 31, 2023, respectively. RESTRICTED CASH Restricted cash includes amounts held as collateral for company credit cards. During the year ended December 31, 2023, the Company closed the company credit card and changed to a vendor that did not require cash collateral. As of June 30, 2024 and December 31, 2023, the Company did not have restricted cash. 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 product and service offerings by leasing hardware coupled with monthly subscription services. The Company accounts 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 non-lease 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 non-lease 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 June 30, 2024 and December 31, 2023. SHIPPING AND HANDLING Amounts billed to customers for shipping and handling are included in revenues. The related freight charges incurred by the Company are included in cost of goods sold and were $0.1 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2023. ACCOUNTS RECEIVABLE - NET For the three and six months ended June 30, 2024 and 2023, 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 June 30, 2024 and December 31, 2023, 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 June 30, 2024, inventory was composed of $0.7 million in finished goods on hand. As of December 31, 2023, inventory was composed of $1.2 million in finished goods on hand. The Company is required to partially prepay for inventory with certain vendors. As of June 30, 2024 and December 31, 2023, $0.4 million and $0.3 million, respectively, of prepayments were made for inventory in both periods and are included in prepaid expenses and other current assets on the balance sheet. LONG-LIVED ASSETS Long-lived assets, such as property and equipment, and other intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. When indicators exist, the Company tests for the impairment of the definite-lived assets based on the undiscounted future cash flow the assets are expected to generate over their remaining useful lives, compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management’s estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions, or changes to the Company’s business operations. PROPERTY AND EQUIPMENT Property and equipment consisting of equipment, furniture, fixtures, website and other is stated at cost. The costs of additions and improvements are generally capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful life of the respective asset as follows: Equipment 5 years Furniture and fixtures 3 to 5 years Website and other 3 years GOODWILL Goodwill is reviewed annually in the fourth quarter, or when circumstances indicate that an impairment may have occurred. The Company first performs a qualitative assessment of goodwill impairment, which considers factors such as market conditions, performance compared to forecast, business outlook and unusual events. If the qualitative assessment indicates a possible goodwill impairment, goodwill is then quantitatively tested for impairment. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test. If a quantitative goodwill impairment test is required, the fair value is determined using a variety of assumptions including estimated future cash flows using applicable discount rates (income approach), comparisons to other similar companies (market approach), and an adjusted balance sheet approach. As of June 30, 2024, no indicators of impairment were noted. OTHER INTANGIBLE ASSETS The Company’s intangible assets are related to the acquisition of LogicMark LLC in 2016, the former subsidiary that was merged with and into the Company and are included in other intangible assets in the Company’s condensed balance sheets as of June 30, 2024 and December 31, 2023. As of June 30, 2024, the other intangible assets are composed of patents of $1.1 million; trademarks of $0.8 million; and customer relationships of $0.7 million. As of December 31, 2023, the other intangible assets are composed of patents of $1.3 million; trademarks of $0.8 million; and customer relationships of $0.8 million. The Company amortizes these intangible assets using the straight-line method over their estimated useful lives which for the patents, trademarks and customer relationships are 11 years, 20 years, and 10 years, respectively. During the three and six months ended June 30, 2024, the Company had amortization expense of $0.2 million and $0.4 million, respectively. During the three and six months ended June 30, 2023, the Company had amortization expense of $0.2 million and $0.4 million, respectively. As of June 30, 2024, total amortization expense estimated for the remainder of fiscal year 2024 was $0.4 million. Amortization expense estimated for 2025 is expected to be approximately $0.8 million, $0.6 million for 2026, $0.3 million for 2027, $0.1 million for 2028, and approximately $0.4 million thereafter. STOCK BASED COMPENSATION The Company accounts for stock based awards exchanged for employee services at the estimated grant date fair value of the award. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Stock based compensation charges are amortized over the vesting period or as earned. Stock based compensation is recorded in the same component of operating expenses as if it were paid in cash. NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE Basic net loss attributable to common stockholders per share (“Basic net loss per share”) was computed using the weighted average number of common shares outstanding. Diluted net loss applicable to common stockholders per share (“Diluted net loss per share”) includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock options to purchase 170,470 shares of common stock and warrants to purchase 9,284,290 shares of common stock as of June 30, 2024, 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 35,928 shares of common stock and warrants to purchase 1,253,985 shares of common stock as of June 30, 2023, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. RESEARCH AND DEVELOPMENT AND PRODUCT 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 three months ended June 30, 2024, the Company capitalized $0.2 million and $0.2 million in product development costs and software development costs, respectively. For the six months ended June 30, 2024, the Company capitalized $0.3 million and $0.5 million in product development cost and software development costs, respectively. For the three and six months ended June 30, 2023, the Company capitalized $0.3 million and $0.5 million of such product development costs, respectively, and capitalized $0.1 million of such software development costs for both periods. Amortization of these costs was on a straight-line basis over three years and amounted to approximately $73.9 thousand and $85.1 thousand for product development and software development, respectively, for the three months ended June 30, 2024. For the six months ended June 30, 2024, amortization of these costs amounted to approximately $147.4 thousand and $138.4 thousand for product development and software development, respectively. There was no amortization of product development costs during the three and six months ended June 30, 2023. Cumulatively, as of June 30, 2023, approximately $0.6 million of capitalized product development costs arose from expenditures to a company considered to be a related party since it is controlled by the Company’s Vice-President of Engineering. RECENT ACCOUNTING PRONOUNCEMENTS 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 financial statements and disclosures. In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which provides an update to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-07 will have a material impact on its financial statements and disclosures. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | NOTE 5 - ACCRUED EXPENSES Accrued expenses consist of the following: June 30, December 31, 2024 2023 Salaries, payroll taxes and vacation $ 170,329 $ 167,930 Merchant card fees 21,500 14,983 Professional fees 101,920 83,532 Management incentives 203,431 503,800 Lease liability 74,116 68,321 Development costs 70,000 109,000 Other 126,421 203,632 Totals $ 767,717 $ 1,151,198 |
Stockholders_ Equity and Redeem
Stockholders’ Equity and Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders’ Equity and Redeemable Preferred Stock [Abstract] | |
STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK | NOTE 6 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK November 2023 Warrant Inducement Transactions On November 21, 2023, the Company entered into 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 “ 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. Series C Redeemable Preferred Stock In May 2017, the Company authorized Series C Redeemable Preferred Stock. Holders of Series C Redeemable Preferred Stock are entitled to receive dividends of 15% per year, payable in cash. For each of the three and six months ended June 30, 2024 and June 30, 2023, the Company recorded Series C Redeemable Preferred Stock dividends of $75 thousand and $150 thousand, respectively. The Series C Redeemable Preferred Stock may be redeemed by the Company at the Company’s option in cash at any time, in whole or in part, upon payment of the stated value of the Series C Redeemable Preferred Stock and unpaid dividends. If a “fundamental change” occurs, the Series C Redeemable Preferred Stock shall be immediately redeemed in cash equal to the stated value of the Series C Redeemable Preferred Stock, and unpaid dividends. A fundamental change includes but is not limited to any change in the ownership of at least fifty percent of the voting stock; liquidation or dissolution; or the common stock ceases to be listed on the market upon which it currently trades. The holders of the Series C Redeemable Preferred Stock are entitled to vote on any matter submitted to the stockholders of the Company for a vote. One share of Series C Redeemable Preferred Stock carries the same voting rights as one share of common stock. A redeemable equity security is to be classified as temporary equity if it is conditionally redeemable upon the occurrence of an event that is not solely within the control of the issuer. Upon the determination that such events are probable, the equity security would be classified as a liability. Given the Series C Redeemable Preferred Stock contains a fundamental change provision, the security is considered conditionally redeemable. Therefore, the Company has classified the Series C Redeemable Preferred Stock as temporary equity in the balance sheets as of June 30, 2024 and December 31, 2023 until such time that events occur that indicate otherwise. Warrants The following table summarizes the Company’s warrants outstanding and exercisable as of June 30, 2024 and December 31, 2023: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding and Exercisable at January 1, 2024 9,531,242 $ 39.44 3.72 $ - Expired warrants (246,952 ) $ 305.00 Outstanding and Exercisable at June 30, 2024 9,284,290 $ 33.09 3.24 $ - |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Jun. 30, 2024 | |
Stock Incentive Plans [Abstract] | |
STOCK INCENTIVE PLANS | NOTE 7 - STOCK INCENTIVE PLANS 2023 Stock Incentive Plan On March 7, 2023, the Company’s stockholders approved the 2023 Stock Incentive Plan (“2023 Plan”). The aggregate maximum number of shares of common stock that may be issued under the 2023 Plan is 68,723 shares for the 2023 fiscal year; 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 June 30, 2024, the maximum number of shares of common stock that may be issued under the 2023 Plan is 322,562. Under the 2023 Plan, options which are forfeited or terminated, settled in cash in lieu of shares of common stock, or settled in a manner such that shares are not issued, will again immediately become available to be issued. If shares of common stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock will be treated as shares that have been issued under the 2023 Plan and will not again be available for issuance. During the three and six months ended June 30, 2024, the Company issued an aggregate of 1,375 stock options under the Company’s 2023 Stock Incentive Plan (the “2023 Plan”), vesting over a period of four years to employees with an exercise price of $1.06 per share and 625 stock options under the 2023 Plan, vesting over a period of four years to employees with an exercise price of $1.00 per share in consideration for services provided to the Company. In addition, an aggregate of 42,138 fully vested stock options were granted under the 2023 Plan to five non-employee directors at an exercise price of $1.06 per share, an aggregate of 16,854 fully vested stock options were granted under the 2023 Plan to three non-employee directors at an exercise price of $1.73 per share and an aggregate of 40,000 fully vested stock options were granted under the 2023 Plan to four non-employee directors at an exercise price of $1.00 per share in each case in consideration for services provided to the Company. The aggregate fair value of the shares issued to the directors was $85.4 thousand. As of June 30, 2024, the unrecognized compensation cost related to non-vested stock options was $26.4 thousand. During the three and six months ended June 30, 2024, 1,125 stock options were forfeited by participants under the 2023 Plan. During the three and six months ended June 30, 2023, no 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 three and six months ended June 30, 2024, the Company did not issue any stock options under the 2017 SIP. As of June 30, 2024, the unrecognized compensation cost related to non-vested stock options was $17.9 thousand. During the three months ended June 30, 2023, the Company did not issue any stock options. During the six months ended June 30, 2023, the Company issued 3,125 stock options vesting over four years to employees with an exercise price of $3.80 per share and a total aggregate fair value of $11 thousand. In addition, 10,528 fully vested stock options were granted to four non-employee Board directors at an exercise price of $3.80 per share. The aggregate fair value of the shares issued to the directors was $35 thousand. During the six months ended June 30, 2024, 1,000 stock options were forfeited by participants under the 2017 SIP. During the three and six months ended June 30, 2023, 125 and 750 stock options were forfeited, respectively, by participants under the 2017 SIP. 2013 Long-Term Stock Incentive Plan On January 4, 2013, the Company’s stockholders approved the Company’s Long-Term Stock Incentive Plan (“2013 LTIP”). The maximum number of shares of common stock that may be issued under the 2013 LTIP, including stock awards, stock issued to the Company’s Board, and stock appreciation rights, is limited to 10% of the common shares outstanding on the first business day of any fiscal year. The Company’s 2013 LTIP expired in accordance with its terms on January 3, 2023. During the three and six months ended June 30, 2024 and 2023, the Company did not issue any stock options under the 2013 LTIP. As of June 30, 2024, the unrecognized compensation cost related to non-vested stock options was $0.2 million. During the three and six months ended June 30, 2024, no stock options were forfeited by participants under the 2013 LTIP. During the three months ended June 30, 2023, no stock options were forfeited and during the six months ended June 30, 2023, 1,250 stock options were forfeited by participants under the 2013 LTIP. Stock based Compensation Expense Total stock based compensation expense during the three and six months ended June 30, 2024 pertaining to awards under the 2023 Plan, the 2017 SIP and the 2013 LTIP amounted to $0.4 million and $0.8 million, respectively. Total stock based compensation expense during the three and six months ended June 30, 2023, pertaining to awards under the 2017 SIP and 2013 LTIP amounted to $0.4 million and $0.8 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES LEGAL MATTERS From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of our business. 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 sheets as of June 30, 2024 and 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 lease agreement, which requires that the rent increase 3% annually. The Company’s lease agreements include options for the Company to either renew or early terminate the lease. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including significance of leasehold improvements on the property, whether the asset is difficult to replace, or specific characteristics unique to the lease that would make it reasonably certain that the Company would exercise the option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company and thus not included in the Company’s ROU asset and lease liability. For the three and six months ended June 30, 2024, total operating lease cost was $19.2 thousand and $38.5 thousand, respectively, and was recorded in direct operating costs. Operating lease cost for the three and six months ended June 30, 2023 amounted to $25.2 thousand and $50.7 thousand and was recorded in direct operating costs and general and administrative expenses. Operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under the non-cancelable lease for each of the next three years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate lease, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities, and (iii) the lease-related account balances on the Company’s balance sheet as of June 30, 2024: Year Ending December 31, 2024 (for the remainder of 2024) 40,400 2025 54,400 Total future minimum lease payments $ 94,800 Less imputed interest (7,302 ) Total present value of future minimum lease payments $ 87,498 As of June 30, 2024 Operating lease right-of-use assets $ 82,298 Accrued expenses $ 74,116 Other long-term liabilities 13,382 $ 87,498 As of June 30, 2024 Weighted Average Remaining Lease Term 1.17 Weighted Average Discount Rate 13.00 % |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Event [Abstract] | |
SUBSEQUENT EVENT | NOTE 9 – SUBSEQUENT EVENT Best Efforts Public Offering On August 5, 2024 (the “Closing Date”), the Company, in connection with a best efforts public offering (the “Offering”), sold to certain purchasers an aggregate of (x) 1,449,916 units of the Company (the “Units”) at an offering price of $0.4654 per Unit, consisting of (i) 1,449,916 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) (ii) 1,449,916 of the Company’s Series A warrants to purchase Common Stock, exercisable for up to 1,449,916 shares of Common Stock (the “August Series A Warrants”), and (iii) 1,449,916 of the Company’s Series B warrants to purchase Common Stock, exercisable for up to 1,449,916 shares of Common Stock (the “August Series B Warrants”); and (y) 8,220,084 pre-funded units of the Company (the “Pre-Funded Units”) at an offering price $0.4644 per Pre-Funded Unit, consisting of (i) 8,220,084 pre-funded common stock purchase warrants exercisable for up to 8,220,084 shares of Common Stock at $0.001 per share, (the “August Pre-Funded Warrants”), (ii) 8,220,084 August Series A Warrants and (iii) 8,220,084 August Series B Warrants, pursuant to the Company’s Form S-1 registration statement, as amended (File No. 333-279133), declared effective by the SEC on August 1, 2024 and securities purchase agreements, dated August 2, 2024, between the Company and each of the purchasers signatory thereto (the “Purchasers”). On the Closing Date, the Company received gross proceeds of approximately $4.5 million, before deducting placement agent discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from the Offering for continued new product development, working capital and other general corporate purposes. In addition, as of August 12, 2024, the Purchasers exercised their August Pre-Funded Warrants for an aggregate of 2,421,930 shares of Common Stock. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (2,038,857) | $ (2,267,880) | $ (3,783,400) | $ (4,101,319) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS | USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions, including those related to the fair value of acquired assets and liabilities, stock based compensation, income taxes, allowance for doubtful accounts, long-lived assets, and inventories, and other matters that affect the condensed financial statements and disclosures. Actual results could differ from those estimates. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. Due to their short-term nature, cash equivalents are carried at cost, which approximates fair value. The Company had cash equivalents of $1.7 million and $4.7 million as of June 30, 2024 and December 31, 2023, respectively. |
RESTRICTED CASH | RESTRICTED CASH Restricted cash includes amounts held as collateral for company credit cards. During the year ended December 31, 2023, the Company closed the company credit card and changed to a vendor that did not require cash collateral. As of June 30, 2024 and December 31, 2023, the Company did not have restricted cash. |
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 product and service offerings by leasing hardware coupled with monthly subscription services. The Company accounts 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 non-lease 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 non-lease 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 | 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 June 30, 2024 and December 31, 2023. |
SHIPPING AND HANDLING | SHIPPING AND HANDLING Amounts billed to customers for shipping and handling are included in revenues. The related freight charges incurred by the Company are included in cost of goods sold and were $0.1 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2023. |
ACCOUNTS RECEIVABLE - NET | ACCOUNTS RECEIVABLE - NET For the three and six months ended June 30, 2024 and 2023, 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 June 30, 2024 and December 31, 2023, 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 June 30, 2024, inventory was composed of $0.7 million in finished goods on hand. As of December 31, 2023, inventory was composed of $1.2 million in finished goods on hand. The Company is required to partially prepay for inventory with certain vendors. As of June 30, 2024 and December 31, 2023, $0.4 million and $0.3 million, respectively, of prepayments were made for inventory in both periods and are included in prepaid expenses and other current assets on the balance sheet. |
LONG-LIVED ASSETS | LONG-LIVED ASSETS Long-lived assets, such as property and equipment, and other intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. When indicators exist, the Company tests for the impairment of the definite-lived assets based on the undiscounted future cash flow the assets are expected to generate over their remaining useful lives, compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management’s estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions, or changes to the Company’s business operations. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisting of equipment, furniture, fixtures, website and other is stated at cost. The costs of additions and improvements are generally capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful life of the respective asset as follows: Equipment 5 years Furniture and fixtures 3 to 5 years Website and other 3 years |
GOODWILL | GOODWILL Goodwill is reviewed annually in the fourth quarter, or when circumstances indicate that an impairment may have occurred. The Company first performs a qualitative assessment of goodwill impairment, which considers factors such as market conditions, performance compared to forecast, business outlook and unusual events. If the qualitative assessment indicates a possible goodwill impairment, goodwill is then quantitatively tested for impairment. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test. If a quantitative goodwill impairment test is required, the fair value is determined using a variety of assumptions including estimated future cash flows using applicable discount rates (income approach), comparisons to other similar companies (market approach), and an adjusted balance sheet approach. As of June 30, 2024, no indicators of impairment were noted. |
OTHER INTANGIBLE ASSETS | OTHER INTANGIBLE ASSETS The Company’s intangible assets are related to the acquisition of LogicMark LLC in 2016, the former subsidiary that was merged with and into the Company and are included in other intangible assets in the Company’s condensed balance sheets as of June 30, 2024 and December 31, 2023. As of June 30, 2024, the other intangible assets are composed of patents of $1.1 million; trademarks of $0.8 million; and customer relationships of $0.7 million. As of December 31, 2023, the other intangible assets are composed of patents of $1.3 million; trademarks of $0.8 million; and customer relationships of $0.8 million. The Company amortizes these intangible assets using the straight-line method over their estimated useful lives which for the patents, trademarks and customer relationships are 11 years, 20 years, and 10 years, respectively. During the three and six months ended June 30, 2024, the Company had amortization expense of $0.2 million and $0.4 million, respectively. During the three and six months ended June 30, 2023, the Company had amortization expense of $0.2 million and $0.4 million, respectively. As of June 30, 2024, total amortization expense estimated for the remainder of fiscal year 2024 was $0.4 million. Amortization expense estimated for 2025 is expected to be approximately $0.8 million, $0.6 million for 2026, $0.3 million for 2027, $0.1 million for 2028, and approximately $0.4 million thereafter. |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION The Company accounts for stock based awards exchanged for employee services at the estimated grant date fair value of the award. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Stock based compensation charges are amortized over the vesting period or as earned. Stock based compensation is recorded in the same component of operating expenses as if it were paid in cash. |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE | NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE Basic net loss attributable to common stockholders per share (“Basic net loss per share”) was computed using the weighted average number of common shares outstanding. Diluted net loss applicable to common stockholders per share (“Diluted net loss per share”) includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock options to purchase 170,470 shares of common stock and warrants to purchase 9,284,290 shares of common stock as of June 30, 2024, 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 35,928 shares of common stock and warrants to purchase 1,253,985 shares of common stock as of June 30, 2023, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. |
RESEARCH AND DEVELOPMENT AND PRODUCT 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 three months ended June 30, 2024, the Company capitalized $0.2 million and $0.2 million in product development costs and software development costs, respectively. For the six months ended June 30, 2024, the Company capitalized $0.3 million and $0.5 million in product development cost and software development costs, respectively. For the three and six months ended June 30, 2023, the Company capitalized $0.3 million and $0.5 million of such product development costs, respectively, and capitalized $0.1 million of such software development costs for both periods. Amortization of these costs was on a straight-line basis over three years and amounted to approximately $73.9 thousand and $85.1 thousand for product development and software development, respectively, for the three months ended June 30, 2024. For the six months ended June 30, 2024, amortization of these costs amounted to approximately $147.4 thousand and $138.4 thousand for product development and software development, respectively. There was no amortization of product development costs during the three and six months ended June 30, 2023. Cumulatively, as of June 30, 2023, approximately $0.6 million of capitalized product development costs arose from expenditures to a company considered to be a related party since it is controlled by the Company’s Vice-President of Engineering. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS 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 financial statements and disclosures. In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which provides an update to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-07 will have a material impact on its financial statements and disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: June 30, December 31, 2024 2023 Salaries, payroll taxes and vacation $ 170,329 $ 167,930 Merchant card fees 21,500 14,983 Professional fees 101,920 83,532 Management incentives 203,431 503,800 Lease liability 74,116 68,321 Development costs 70,000 109,000 Other 126,421 203,632 Totals $ 767,717 $ 1,151,198 |
Stockholders_ Equity and Rede_2
Stockholders’ Equity and Redeemable Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders’ Equity and Redeemable Preferred Stock [Abstract] | |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes the Company’s warrants outstanding and exercisable as of June 30, 2024 and December 31, 2023: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding and Exercisable at January 1, 2024 9,531,242 $ 39.44 3.72 $ - Expired warrants (246,952 ) $ 305.00 Outstanding and Exercisable at June 30, 2024 9,284,290 $ 33.09 3.24 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Minimum Lease Payments | the lease-related account balances on the Company’s balance sheet as of June 30, 2024: Year Ending December 31, 2024 (for the remainder of 2024) 40,400 2025 54,400 Total future minimum lease payments $ 94,800 Less imputed interest (7,302 ) Total present value of future minimum lease payments $ 87,498 |
Schedule of Lease Expense | As of June 30, 2024 Operating lease right-of-use assets $ 82,298 Accrued expenses $ 74,116 Other long-term liabilities 13,382 $ 87,498 As of June 30, 2024 Weighted Average Remaining Lease Term 1.17 Weighted Average Discount Rate 13.00 % |
Liquidity and Management Plans
Liquidity and Management Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Aug. 05, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Liquidity and Management Plans (Details) [Line Items] | ||||||
Operating loss | $ (2,070,882) | $ (2,276,390) | $ (3,876,577) | $ (4,162,257) | ||
Net loss | (2,038,857) | $ (2,267,880) | (3,783,400) | $ (4,101,319) | ||
Cash and cash equivalents | 2,959,815 | 2,959,815 | $ 6,398,164 | |||
Working capital | 2,800,000 | 2,800,000 | 6,000,000 | |||
Accumulated deficit | $ (103,944,291) | $ (103,944,291) | $ (100,160,891) | |||
Subsequent Event [Member] | ||||||
Liquidity and Management Plans (Details) [Line Items] | ||||||
Gross proceeds | $ 4,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Cash equivalents | $ 1,700,000 | $ 1,700,000 | $ 4,700,000 | ||
Cost of goods sold | 100,000 | $ 100,000 | 100,000 | $ 200,000 | |
Inventory finished goods | 700,000 | 700,000 | 1,200,000 | ||
Prepaid expenses | 400,000 | 400,000 | 300,000 | ||
Other Depreciation and Amortization | 200,000 | 200,000 | 400,000 | $ 400,000 | |
Amortization expense | 400,000 | 400,000 | |||
Amortization expense estimated of thereafter | 400,000 | $ 400,000 | |||
Stock options purchase (in Shares) | 170,470 | 35,928 | |||
Development cost | 200,000 | 500,000 | $ 300,000 | ||
Software development costs | 200,000 | 500,000 | |||
Capitalized costs | 100,000 | $ 300,000 | 100,000 | $ 300,000 | |
Amortization costs | 138,400 | ||||
Software Development [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Amortization costs | 73,900 | 147,400 | |||
Software and Software Development Costs [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Amortization costs | 85,100 | ||||
Logic Mark [Member] | Customer Relationships [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Intangible assets of patents | 1,100,000 | 1,100,000 | |||
Intangible assets customer relationships | $ 800,000 | ||||
Other intangible assets, estimated useful lives | 10 years | ||||
Logic Mark [Member] | Patents [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Intangible assets of patents | $ 1,300,000 | ||||
Intangible assets trademarks | 800,000 | 800,000 | |||
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 | ||||
Intangible assets customer relationships | $ 700,000 | $ 700,000 | |||
Other intangible assets, estimated useful lives | 20 years | ||||
Related Party [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Development cost | $ 600,000 | ||||
Warrant [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Purchase of warrant shares (in Shares) | 9,284,290 | 1,253,985 | 9,284,290 | 1,253,985 | |
2025 [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Amortization expense estimated | $ 800,000 | $ 800,000 | |||
2026 [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Amortization expense estimated | 600,000 | 600,000 | |||
2027 [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Amortization expense estimated | 300,000 | 300,000 | |||
2028 [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Amortization expense estimated | $ 100,000 | $ 100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment | Jun. 30, 2024 |
Equipment [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 |
Minimum [Member] | Furniture and fixtures [Member | |
Schedule of Property and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum [Member] | Furniture and fixtures [Member | |
Schedule of Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Accrued Expenses [Abstract] | ||
Salaries, payroll taxes and vacation | $ 170,329 | $ 167,930 |
Merchant card fees | 21,500 | 14,983 |
Professional fees | 101,920 | 83,532 |
Management incentives | 203,431 | 503,800 |
Lease liability | 74,116 | 68,321 |
Development costs | 70,000 | 109,000 |
Other | 126,421 | 203,632 |
Totals | $ 767,717 | $ 1,151,198 |
Stockholders_ Equity and Rede_3
Stockholders’ Equity and Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Nov. 21, 2023 | Jan. 25, 2023 | May 31, 2017 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Voting stock percentage | 50% | ||||||
Voting rights share | one | ||||||
January 2023 Offering [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Number of shares issued | 529,250 | ||||||
Common stock purchase warrants | 10,585,000 | ||||||
Purchase price (in Dollars per share) | $ 2.52 | ||||||
Warrants to purchase | 3,440,000 | ||||||
Aggregate shares | 258,000 | ||||||
Price per share (in Dollars per share) | $ 2.52 | ||||||
Gross proceeds (in Dollars) | $ 5,200,000 | ||||||
Percentage of underwriting discounts and commissions | 7% | ||||||
Percentage of gross proceeds | 3.50% | ||||||
Warrant [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Purchase of warrants | 909,059 | ||||||
Warrant [Member] | January 2023 Offering [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Common stock purchase warrants | 61,140 | ||||||
Additional warrants | 815,198 | ||||||
September 2021 Warrants [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Warrant price (in Dollars per share) | $ 2 | ||||||
January 2023 Warrants [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Warrant price (in Dollars per share) | $ 2 | ||||||
Series A Warrants [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Percentage of common stock issued upon exercise of warrants | 200% | ||||||
Exercise of warrants | 80,732 | ||||||
Warrant exercise price (in Dollars per share) | $ 2 | ||||||
Percentage of immediately exercisable and expire on warrants | 50% | ||||||
Percentage of exercisable warrants | 50% | ||||||
Series B Warrants [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Percentage of common stock issued upon exercise of warrants | 200% | ||||||
Exercise of warrants | 1,382,058 | ||||||
Exercise price (in Dollars per share) | $ 2 | ||||||
Percentage of immediately exercisable and expire on warrants | 50% | ||||||
Percentage of exercisable warrants | 50% | ||||||
Prefunded Warrants [Member] | January 2023 Offering [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Exercise of warrants | 172,000 | ||||||
Warrant exercise price (in Dollars per share) | $ 0.02 | ||||||
Common stock purchase warrants | 3,440,000 | ||||||
Series C Redeemable Preferred Stock [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Preferred stock dividend rate | 15% | ||||||
Preferred stock dividends (in Dollars) | $ 75 | $ 150 | $ 75 | $ 150 | |||
Voting rights share | One | ||||||
Common Stock [Member] | January 2023 Offering [Member] | |||||||
Stockholders’ Equity and Redeemable Preferred Stock [Line Items] | |||||||
Exercisable shares | 793,875 | ||||||
Purchase price (in Dollars per share) | $ 2.52 |
Stockholders_ Equity and Rede_4
Stockholders’ Equity and Redeemable Preferred Stock (Details) - Schedule of Warrants Outstanding and Exercisable - Warrant [Member] | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Schedule of Warrants Outstanding and Exercisable [Line Items] | |
Number of Warrants, Outstanding and Exercisable at Beginning | shares | 9,531,242 |
Weighted Average Exercise Price, Outstanding and Exercisable at Beginning | $ / shares | $ 39.44 |
Weighted Average Remaining Life In Years, Outstanding and Exercisable at Beginning | $ | |
Aggregate Intrinsic Value, Outstanding and Exercisable at Beginning | 3 years 8 months 19 days |
Number of Warrants, Expired warrants | shares | (246,952) |
Weighted Average Exercise Price, Expired warrants | $ / shares | $ 305 |
Weighted Average Remaining Life In Years, Expired warrants | |
Aggregate Intrinsic Value, Expired warrants | $ | |
Number of Warrants, Outstanding and Exercisable at ending | shares | 9,284,290 |
Weighted Average Exercise Price, Outstanding and Exercisable at ending | $ / shares | $ 33.09 |
Weighted Average Remaining Life In Years, Outstanding and Exercisable at ending | $ | |
Aggregate Intrinsic Value, Outstanding and Exercisable at ending | 3 years 2 months 26 days |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Mar. 07, 2023 | Aug. 24, 2017 | Jan. 04, 2013 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock Incentive Plans [Line Items] | |||||||
Vested stock options | 1,375 | ||||||
Price per share (in Dollars per share) | $ 1.06 | $ 1.06 | |||||
Exercise price (in Dollars per share) | $ 1.73 | $ 1.73 | |||||
Fully vested stock options | 42,138 | ||||||
Stock based compensation expense (in Dollars) | $ 400,000 | $ 400,000 | $ 800,000 | $ 800,000 | |||
2023 Stock Incentive Plan [Member] | |||||||
Stock Incentive Plans [Line Items] | |||||||
Number of shares issued | 68,723 | 322,562 | |||||
Common shares outstanding, percentage | 15% | ||||||
Vested stock options | 625 | ||||||
Exercise price (in Dollars per share) | $ 1 | $ 1 | |||||
Fully vested stock options | 40,000 | ||||||
Aggregate fair value (in Dollars) | $ 85,400 | ||||||
Unrecognised compensation cost (in Dollars) | $ 26,400 | ||||||
Stock options forfeited | 1,125 | ||||||
2023 Stock Incentive Plan [Member] | Five Non Employee Board Directors [Member] | |||||||
Stock Incentive Plans [Line Items] | |||||||
Exercise price (in Dollars per share) | 1.06 | $ 1.06 | |||||
2023 Stock Incentive Plan [Member] | Non-employee Board Directors [Member] | |||||||
Stock Incentive Plans [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 1 | $ 1 | |||||
Fully vested stock options | 16,854 | ||||||
2017 Stock Incentive Plan [Member] | |||||||
Stock Incentive Plans [Line Items] | |||||||
Common shares outstanding, percentage | 10% | ||||||
Vested stock options | 10,528 | 3,125 | |||||
Exercise price (in Dollars per share) | $ 3.8 | $ 3.8 | |||||
Aggregate fair value (in Dollars) | $ 11,000 | ||||||
Stock options forfeited | 125 | 1,000 | 750 | ||||
2017 Stock Incentive Plan [Member] | Non-employee Board Directors [Member] | |||||||
Stock Incentive Plans [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 3.8 | $ 3.8 | |||||
Aggregate fair value (in Dollars) | $ 35,000 | ||||||
2017 Stock Incentive Plan [Member] | |||||||
Stock Incentive Plans [Line Items] | |||||||
Unrecognised compensation cost (in Dollars) | $ 17,900 | ||||||
Stock options vesting term | 4 years | ||||||
2013 Long Term Stock Incentive Plan [Member] | |||||||
Stock Incentive Plans [Line Items] | |||||||
Common shares outstanding, percentage | 10% | ||||||
Unrecognised compensation cost (in Dollars) | $ 200,000 | ||||||
Stock options forfeited | 1,250 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies [Line Items] | |||||
Lease term | 5 years | ||||
Lease agreement amount | $ 300,000 | ||||
Monthly rent | $ 6,400 | ||||
Increasing annual rent, percentage | 3% | ||||
Operating lease cost | $ 19,200 | $ 25,200 | 38,500 | $ 50,700 | |
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 | Jun. 30, 2024 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
2024 (for the remainder of 2024) | $ 40,400 |
2025 | 54,400 |
Total future minimum lease payments | 94,800 |
Less imputed interest | (7,302) |
Total present value of future minimum lease payments | $ 87,498 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Lease Expense - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Lease Expense [Abstract] | ||
Operating lease right-of-use assets | $ 82,298 | $ 113,761 |
Accrued expenses | 74,116 | |
Other long-term liabilities | 13,382 | $ 51,842 |
Total | $ 87,498 | |
Weighted Average Remaining Lease Term | 1 year 2 months 1 day | |
Weighted Average Discount Rate | 13% |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | Aug. 12, 2024 | Aug. 05, 2024 |
Subsequent Event [Line Items] | ||
Aggregate units sold | 1,449,916 | |
Price per unit (in Dollars per share) | $ 0.4654 | |
Exercisable shares of common stock | 1,449,916 | |
Prefunded units. | 8,220,084 | |
Gross proceeds (in Dollars) | $ 4.5 | |
Series A Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Warrants to purchase common stock | 1,449,916 | |
Series B Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Warrants to purchase common stock | 1,449,916 | |
August Series B Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Exercisable shares of common stock | 1,449,916 | |
Number of warrants | 8,220,084 | |
August Pre-Funded Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Exercisable shares of common stock | 8,220,084 | |
Aggregate shares of common stock | 2,421,930 | |
August Series A Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Number of warrants | 8,220,084 | |
Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Shares of common stock | 1,449,916 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common Stock [Member] | August Pre-Funded Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Price per unit (in Dollars per share) | 0.001 | |
Prefunded Units [Member] | ||
Subsequent Event [Line Items] | ||
Offering price (in Dollars per share) | $ 0.4644 | |
Prefunded Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Common stock purchase warrants | 8,220,084 |